Res 1010 - Agmt IBM Cable Mgm S
COUNCIL BILL NO. 1240
RESOLUTION NO. 1010
A RESOLUTION APPROVING AN AGREEMENT WITH IBM FOR CUSTOMIZED OPERATIONAL
SERVICES. SPECIFICALLY. CABLE MANAGEMENT SERVICES. AND CONFIRMING THE
PRIOR SIGNING OF SAID AGREEMENT BY THE MAYOR.
WHEREAS, staff conducted a comprehensive evaluation of the
City's current computer system, and
WHEREAS, the evaluation concluded that, in the on-going attempt
to provide the best possible service to the citizens of Woodburn, the
current centralized computer system be replaced with a PC-based LAN system,
and
WHEREAS, the Woodburn City Council, at the meeting of July 9,
1990, pledged support of the computer system replacement, NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into a customized
operational services agreement with IBM NATIONAL SERVICE DIVISION for
cable management services.
Section 2. That the Council confirm the prior si9ning of said
agreement by the Mayor, a copy of which is attached hereto, in order to
preserve the cost of this service at a 10% reduction.
APPROVED AS TO FORM:
City At"'",y ~ ~
APPROVED: \..: ~
For: NAN Y A. KIRK , MA~
Passed by the Council
July 23, 1990
Submitted to the Mayor (Council President)
July 24, 1990
Approved by the Mayor (council President)
July 24, 1990
Filed in the Office of the Mayor
/Yl ----1--- j
ATTEST: ~~_~
Mary T nt, Deputy Recorder
City of Woodburn, Oregon
July 24, 1990
Page 1 - COUNCIL BILL NO. 1240
RESOLUTION NO. 1010
'-~.:},;
CUSTOMllED OPERATIONAL SERVICES
PROPOSAL
FOR
City Of Woodburn
270 Montgomery
Woodburn, OR 97071
SUBMITTED BY:
IBM National Service Division
11263 Commercial Street SE
Salem, OR 97302
Proposal Date: 02/22/90
Proposal Reference: BAOll705
. ~_.~~--...-_.. ~._--
PROPOSAL SUMMARY
SERVICES CHARGE
In response to your request, IBM is pleased to submit this proposal to provide
Customized Operational Services. The charges for the Services requested amounts to
a total of Twenty-four thousand, nine hundred eighty-one Dollars. ($24,981.00)
The Services Charge stated does not include applicable Federal, State, or Local taxes.
REQUIRED DOCUMENT
Agreement For IBM Professional Services
This is the standard IBM agreement which contains the terms and conditions under which
IBM will provide you Customized Operational Services. The IBM document number is
Z125-4l93.
ATTACHED DOCUMENT
Statement of Work
(Custom Services)
The Statement of Work to perform these Services is attached. The Statement of Work
describes the specific Services to be provided as customized to your environment.
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JUL 23 'S0 16:35
FROM OREGON CAPITAL SPS
PAGE.003
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accounting. Each party shal"'"nav. the right to grant
Iicentee to third parties or 81tign Its right. therein
without the co~sent of 1M other.
All licenses granted to either party will include the right
to make. "ave made, Use, h~ used. lease. sell andlor
otherwiee transfeor any apparatus, and/or practi~ and have
p{actioed any method and shall Include the right to grant,
directly or Indirectly. revocable or Irrevocable subl1cel"'ses
to such party'. Subsldlarles.
Nothing contained In tf1ls Agreement shall be deemed
to grant any license under any patent Of" patent applications
arising out of any other inventions of either party.
9. Subsidiary
1='0f the purposes of this Agreement the term
"Subsidiary" shall mean a corporation. company or other
entity:
,. more than 50% of whose outstanding shares or
securities (representing the right to vote for the
election of directo..-s or other managing authority) are
now or hereafter owned or controlled. directly or
indirectly, by a party hereto; or
2. which does not have outstanding shares or securities,
as may be the case in 8 partnership, joint. venture or
unincorporated 8S6oclation. but more t"'af' 50% of
whose ownership interest representing the right to
make the decisioOEi for such corporation, company or
ott,er entity is now or hereafter owned or controlled,
directly Of indirectly. by a party hereto
Such corporation, qornpany or other entity shall be
deemed to be a Sub$idiary only so long as suet- ownership
or control exists.
10. Termination of Projects
You may terminate a Project by providing written notice
to IBM. If you fail to meet your obligations under this
Agreement, IBM may terminate a Project b~' providing
written notice to you. Upon your or IBM's receipt of such
notice, IBM will terminate all tasks for such Project in an
orderly manner, as soon as practical or in accordance with
a schedule agreed to by you and 18M.
You agree to pay IBM for Services provided through
the termination of all tasks for the Project. Such payment
wUl Include any termination charges set forth in the SOW
and any charges IBM has Incurred in termtnatlng
subcontracts.
All Materla!s developed through the termination of all
tasks for the Project will be dellvered to you in acoordance
with Section 7.
11. Disclaimer of Warranties
THIS IS A SERVICE AGREEMENT. THERE ARE NO
WARRANTIES. EXPRESS OR IMPLIED THIS DISCLAIMER
INCLUDES, BUT IS )jOT L1UITED TO. THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
12. limitation of Remedies
IBM's entire liability and your exclusive remedy for
damages resul1ing from ISM's performance or
nonperformance, which is related in any way 10 the
Services provided under a SOW under this Agreement, will
be your recovery of actual damages to the limits set forth
ifl this Section. IBM's liability for actual damages from any
cav&e whatsoever will be limited to the greater of 1)
$100,000 or 2) an amcunt equal to the Charges invoiced for
the Services which are the subject maUer of, or are directly
related to, the cause cf actlon_ The limitation -Mil apply.
PS Z12S-4193.()() 1/B9
except as olherwlee atated In this section, regardlen of the
form of actIon, whether In contract or in tort Including
negligence. This limitation will not apply to dafml by you
for bodily Injury or dlmage: to real property or tanglbf-'
personal property for which IBM ialegally liable.
In no event win IBM be liable for any lost profit., 101'
savings. incidental damages. or other economic
consequential damages. even if IBM has been advised of
the posslbility of such damages. 'n addition, IBM will not
be liable for any damages claimed byJOU based on any
third party claim. In no event wiU 18 be liable for any
damages caused by your failure to perform your
responsibilities.
13. General
The term "1'rcfesIlJona! ServIces" In thl. Agreement
does not mean that IBM personnel .... lbnced by any
governmental body or agency to perform the S.m:ce.
under this Agreement
You may not assign this Agreement or remarket
Services provided by tBM ~r tilts Agreement without the
specific written permission of IBM. Any attempt to assign
al"Y of the rights. duties or obligations under this
Agreement Is void.
You agree to provide full, fr~ and &afe access to IBM
for the pefformance of Services. You represent that you
are flat aware of the Pfesence of any unsafe condition or
hazardous materials a1 aoy Project work. location. If you
become aware of the existence of allY unsafe condition or
hazardous material, you will promptly notify IBM In writing.
IBM may provide Services by the use of 18M-selected
independent contractors.
Neither party will be prohibited from entering into
similar agreements with othets. or from developing and
providing materIals or services whictl are similar to those
S.ervices provided under this Agreement.
Each party shall be released from its obligations under
this Agreement or a SOW to the extent that the party is.
prevented from performing its obligations due to
circumstances beyond Its control.
Neither party may bring an action, regardless of form,
arising cut of this Agreement, more than two years after
the cause of action has acisen. iSM may not bring an
action fer ncnpayment more than two year. after the date
the last payment was due.
IBM may modify the terms and conditions of this
Agreement. upon written notice to you. Any such
modification wlll apply to any SOW which both partles sign
after the date of notice. Otherwise, only - a written
agreement signed by authorized persons can modify this
Agreement.
Either party may terminate this Agreement by providing
one mcnth's written notice to the other following the
completion or termination of all Projects. Sections 3, 4, 5.
6, 7. 8 and 12 and any other proviSIons of this Agreement,
which by their nature extend beyond the completion or
termination of a Project or the terrrination of this
AgreeO'ent, shall remain in effect beyond such completion
or termination until fulfilled and shall apply to either party's
successors and assigns.
In the event of conflict between this Agreement and a
SOW. the terms and conditions of the SOO shall prevaiL
The laws of the State of New York govern this
Agre<efT'ent.
The partie. agr.. th_ the complete and 81lclusiv8
statement of the agreement between the p.rttea relating to
this subject shall conolst of I) this Agreement. 2) ony other
applicable IBM Agreement(a), 31eny Statement(o) of Work
and 4) Change Authorlzatlon(s. ThIs statement of the
agreement supersedes .11 proposals or other prior
agreements, oral or written. and .11 other communications
between the parties ,elatln9 to this subject.
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CAPITAL SP9
JUL
23 '913 16:34 FROM OREGON
'E'=-'li!.S'
i.~m ServicePlanshl
Professional Se'riic^8S
Agreement for IBM Professional Services
You and IBM agree that the terms and condlUons In this Agreement and any appticabfe Statement of Work
(SOW) win apply to 19M .professional Services (Services) which IBM provides to you.
1. Assodatad Contract Documents every effort to honor y""r specific roque.t. regarding the
assignment of IBM personnel; however. IBM reserves the
sete right to determine the assignment of its personnel.
IBM personnel shall not be restricted or prevented from
performing services for others that are similar to the
Services provided for any Project.
The SOW wtll describe your project {Project} including
the Scope of Servtces that IBM will provide 10 you In
response to your request ror Services and any other
applicable terms. A separate SOW will be required for each
Project The SOW will become subject 10 thle Agreement
when signed by you and IBM. laM wUl manage each
Project urness the SOW specJfles that you will manage the
Project and IBM will only provide Services to assist you.
The SOW will specify an Estimated Schedule for each
Project. The Estimated Schedule Is provided for planning
purp0$85. Both parties agree to make reasonabJe efforts to
~rform their responsibilities in accordance \I,.ith such
Schedule. Services will begin on or about the Start Dale
specified in the SOW and will end \Jpon accomplishment of
the Completion Criteria as set forth in the SOW. The term
"Completion Criteria" means detailed, written conditions
that IBM is required to meet to satisfy it. obligations under
thi.. Agreement.
2. Cha"1les to Statement of Work
Either party may request a change to a SOW. Either
party, if requested by the other. will submit Its change
request in writing. IBM will prepare a written Change
Authorization which wilt describe the requested chance and
set forth any modifications to the terms of the SOW~ Any
change In the SOW may result in a change to the Charges,
Estimated Schedule or other terms.
~pending on the extent and complexity of lhe
requested change, IBM may charge you for the effort
required to analyze a requested change. In such instal"'ces,
IBM will notify you In writing of the estimated charges for
such analysis. You must notify IBM in writing to proceed
with luch analysis.
Either party may require that the Change Authorization
be _sigMd by both parties. Otherwise, the change will
become part of the SOW when IBM provides you with a
copy of the Change Authorization. The Change
Authorization will modify and take precedence over any
inconsistent terms ofelther the SOW or any previous
Change Authori2ations.
3. Charges
Each SOW will specify the Charges applicable for the
Services that IBM will provide to you. IBM will invoice you
as spe<::ified in the SOW. You aaree to pay sucl-t Charges as
specified in lhe invoice. Such Charges will be ellclusive of
any taxes.
4. Taxes
You agree to pay amounts equal 10 any taxes. including
personal property taxes, resulting from this Agreement
Such taxes will I"ot inclooe taxes based on IBM's net
income.
5. Personnel
Each party will destgnate an individual for each PrOject
who will have the authority to represent their respective
party in all matters concerning such Project. All Project
related communications should be addressed to the
appropriate designated individual. If either partyrepiaces
its designated individual, (hat party shall promptly notify
the other in writing of such repCacemefll
Each party will be responsible for the superVision.
direction and control of its own personnel. IBM will make
PS Z125-4193.(J() 1/89
6. Confidential Information
The parties agree that all information exchanged will be
nonconfidentiaL If a Project requires the exchange of
confidential information, such exchange will be made under
a separate IBM agreement.
7. Ownership and License
IBM may de.liver materials to yoo for a Project under
this Agreement Materials Include. but are not limited to,
programs. prografT\ listings, program",i~ tools.
documentation, reports Bl"d drawings. IBM will kiGntlfy in
the SOW the materials to be delivered to you as "Type 1
Uaterials" or 'Type f1 Materials."
IBM grants you ~t1e, including ownership of copyright,
to the materials Identified as Type I Materials. t8M will
retain one copy of all Type I Materials and you grant IBM
an irrevocable. nonexclusive. worldwide, pald-up r1ght and
license to use. execute, reproduce, copy and display such
Materials and to prepare derivat1ve works based upon such
Mate~ials. IBM will also have the right to sublicenee such
Materials and any such derivative works created by IBM.
In additior., IBM may market and distribute copies of such
items_
IBM or third parties retain tWe, including ownersnip of
copyright 10 all materials identified as Type 11 Materials,
However, IBM grants you titieto the copies of Type 11
Materials IBM del4vers to you. No license Is granted or
implied with respect: to Type 11 Materials delivered to you.
Such caples are subject to the provislo:"1s of the Copyright
Laws of the United States.
Those materials delivered to you. not specifically
identified in the SOW as Type' I Materials Of Type II
Materials, wilt be deemed to be "Type III Material..... To the
el(tent that iB M has an interest In Type III Uaterialt-, such
Materials, Including any intellectual property rights therein,
will be jointly owned by you and IBM without accounting.
Any ideas, concepts, know-how or techniques whlch
relate to the subject matter of Ihis Agreement aod are
developed or provided by either party or jointly by both
partieS during t"le course of a Project may be used by
either party in any way they deem appropriate.
8, Inventions
The term "In\lention~ shaH mean any idea, concept.
know-how or technique that either party first conceives or
reduces to practice while in performance of Services during
the term of a Project and for which a jlatent application Is
filed. Invenlions will be trealed as follo.....s:
t. if made by your personne', it shall be your property.
You grant IBM a nonexclusive, irrevocable, wo~dWid.
and paid...up license under such invention, patent
application and all patents issued thereon:
2. if m<lde by IBM personnel, it sh<lll be IBM's property.
IBM grants you a nonexclusive., irrevocable, wOf1dwide
and paid-up license under such invention, patent
application and all patents issued thereon; and
3. if made bV the personnel of both parties. it and all
patent applications filed therefor and all patents issuing
thereon shall be jointly owned by the parties without
Page 1 of 2
ServlcePlcin
Professional Services
Statement of Work
(Custom Services)
Name and Address of Customer:
City Of Woodburn
270 Montgomery
Woodburn, OR 97071
Agreement No.: 0
Contract No.: D5054
IBM Branch Office: 386
IBM Branch Office Address:
IBM Corporation
4263 Commercial Street SE
Salem, OR 97302
Customer No.: 2141275
Estimated Schedule
Start Date: 07/15/90
End Date: 12/31/90
Charges: $24,981.00
(Described Below)
This Statement of Work includes the following sections in the attached pages:
. Scope of Services
. Customer Responsibilities
. Contract Term
. Completion Criteria
. Charges
. IBM Point of Contact
. Customer Point of Contact
. Materials Ownership and License
. Other Terms and Conditions
This Statement of Work is valid until 07/13/90 , unless signed by both parties prior
to this date.
The parties acknowledge that they have read this Statement of Work, understand It,
and agree to be bound by Its terms and conditions. Further, the parties agree
that the complete and exclusive statement of the agreement between the parties
relating to this subject shalf consist of 1) this Statement of Work, including any
attachment referenced herein, 2) the referenced Agreement, 3) any other applicable
IBM Agreement(sJ, and II] any Change Authorlzations(s]. This statement of the
agreement supersedes all proposals or other prIor agreements, oral or wrItten. and
all other communications between the parties relating to this subject.
Accepted by:
I nternatlonal Business Machines
Corporation
City Of Woodburn
By
~ '11. X~~
Authorized Signatu e
LR &o,f.6-E 7/II/fD
Name (Type or Print) Date
By /
!;lJ gnature
~ ..
NAtJC-~1 4, klIiJ<,sG.'.(
Name (Type or Pri~)
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en
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7-(t '-10
Date
Autho
~
BA04705 (02/22/90)
Page 1
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SCOPE OF SERVICE
This sertion describes the Services that IBM will provide City Of Woodburn under the
Terms and Gonditions of the referenced Agreement for IBM Professional Services. You
have selected the following Services:
. Cable Management Services
The details of the selected Services are described in this section.
Cable Management Services
IBM will provide City Of Woodburn with the following Services including the necessary
project planning and management to support the installation of a cabling system at
each Location identified by you and agreed to by IBM.
Using information supplied by you as identified under the section Customer
Responsibility, IBM will develop and deliver to you an Implementation Plan. This plan
will set forth for each Customer Location 1) its estimated start and completion dates,
2) the contact persons for you and IBM, 3) the IBM system(s) and other equipment to
be located at that Location, 4) any information provided by you affecting the
Services, and 5) the estimated remaining pro rata portion of the Services Charge due
for such location after payment of any Initial Charges.
IBM will review the Implementation Plan with you. You may recommend changes and any
agreed upon changes will be incorporated into the plan. IBM will then provide to you
a completed copy of the plan.
Cable Design: Using the information provided by City Of Woodburn under the section
Customer Responsibility and gathered by IBM Field Personnel, IBM will design a
customized cabling network which will be suitable for installation at each Location
identified by you and agreed to by IBM. The details of this physical design will be
delivered to you in a report containing the following information:
.
A network configuration diagram.
Location, numbering, and plugging sequence charts of the network cables.
Cabling schematics (Cable Design Drawings / Blue Prints) of the Customer's
cabling network.
A listing of all necessary materials
part/specification number.
A package of labels for use in numbering cables and associated accessories
during installation.
A Scope of Work for contractor use
Cable test forms to be used by the
including
quantity
and
IBM
.
.
.
.
.
when installing the cabling network.
contractor to verify each cable installed.
.
IBM will provide the necessary materials and will select and retain contractors to
install your newly designed IBM Cabling System. The details of the cable installation
Services are identified under the topic Contractor Management Services in this
section.
Contractor Management: IBM will engage the services of a contractor to provide labor,
material and equipment to perform the following services at each Customer Location.
. Furnish and install (4000 feet) of Thinnet cable, plenum to 29 workstations.
. Furnish and install 80 BMC connectors.
. Furnish and install 39 "T" connectors at workstations.
. Furnish and install two terminators.
. Furnish and install 40 wallplates with 3/8 inch hole.
. Labe I, test, and, document all of the above.
BA04705 (02/22/90)
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IBM will assume respo';sibility for the quality of the contractor work performed. All
work will be complete and all debris resulting from such work will be cleared and the
work en.as will be left "broom clean" upon the completion of work at a given Location.
IBM will guarantee the contractor work performed and the material provided against
all defects in workmanship and materials for one (1) year from the date of completing
the work at a given Location. All contractor work performed will meet all local,
State, and Federal codes.
The contractor's scope of work is based on the following assumptions:
. The installation work will be in one building on two floors.
. Ceiling cavities are readily accessible for running cables (no fire walls).
. Data cables can be run inside walls.
. No power installation or core drilling will be required.
. Any electrical work necessary for this installation will be performed by the
Customer.
. Any Heating/Ventilating/Air Conditioning (H.V.A.C.) work necessary for this
installation will be performed by the Customer.
. Data cables will be run in available floor/ceiling ducts, otherwise cables will
be bundled and supported from the building structure.
. Work can be performed during the normal working schedule.
CUSTOMER RESPONSIBILITIES
Prior to the Start Date in the Estimated Schedule of Services, City Of Woodburn will
identify to IBM all Locations requiring Services. For each such Location, the list
will specify 1) the address, 2) the name of your contact person, 3) the Machines to
be located at that address, and 4) any other information required by IBM to perform
the Services. You will also:
. provide the information and requirements necessary to perform the Scope of
Services in a timely manner so as not to delay the progress of the work;
. provide security clearances for IBM personnel; and,
. communicate to building landlords at your Location(s) of the work to take place
and obtain their approval if necessary.
The person designated as Point of Contact or their back-up must be available to the
project on a full time basis during the Contract Term.
CONTRACT TERM
The term of this contract is as stated in the Estimated Schedule. The actual project
dates will be negotiated by IBM and the Customer once this Statement of Work is in
effect.
The construction schedule will be based on the contractor's availability to perform
the work, and as agreed upon by IBM, the Customer Representative and the contractor
during the walk-thru.
The schedule shall be
and agreed to by IBM.
schedule dates intact.
consistent with the completion dates identified by the Customer
Every effort shall be made by IBM and the Customer to keep the
IBM will not be responsible for delays or additional requirements imposed by any
government agencies. IBM will not be responsible for delays caused by labor disputes,
fire, unavoidable casualties, or unforeseen conditions.
BA04705 (02/22/90)
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COMPLETION CRITE'R:IA
This contract and IBM's obligations will b9 considered fulfilled when the Services
described in the section entitled Scope of' S,,!Cvice have been completed at each
Location. IBM will advise you of the completion of these Services.
CHARGES
The Services Charge stated here represents the sum of the charges for all Services
to be provided by IBM in the section entitled Scope of Service.
Services Charge. ....... ... ... .........$
24,981. 00
Invoicing: IBM will invoice you for work performed at each Location as set forth in
the Implementation Plan, upon the completion of all obligations at each Location.
Payment is due within 30 days after the date of invoice.
Excluded in the Services Charge are items involving, but not limited to; repairs to
the Location(s) for correcting existing code deficiencies, painting, asbestos
removal, plumbing, heating and ventilation, air conditioning work, etc..
IBM POINT OF CONTACT
Prior to the Start Date, IBM will designate a person who will be IBM's primary point
of contact to you. Such person is responsible to:
. distribute project information to IBM Branch Offices for your Locations;
. coordinate the IBM activities at each Location;
. manage any required construction at your Location(s) for which IBM has selected
and retained contractors; and,
. produce and review status reports with you on a timely basis.
CUSTOMER POINT OF CONTACT
Prior to the Start Date, you will designate a person who will be your primary point
of contact with IBM for this project. Such person is responsible to:
. inform each of your Location(s) of the work to be done and the estimated start
and completion dates for such Location; and,
. receive, review, and maintain IBM-prepared status reports.
MATERIALS OWNERSHIP AND LICENSE
The following documentation, to the extent that IBM develops such components
exclusively for you, are considered Type I documents as defined in the referenced
Agreement.
. Cable Evaluation Report
All other documents associated with the installation of the hardware or software
products identified or referenced under the topic Scope of Service are generally
available documentation and are consiftered Type II documents.
OTHER TERMS AND CONDITIONS
The content of this Statement of Work and associated Attachments shall not be
distributed outside City Of Woodburn, and shall not be duplicated, used, or disclosed
BA0470S (02/22/90)
Page 4
. ,
'in whole or in part for any purpose other than to evaluate this Proposal. Any other
use is prohibited unless authorized in writing by IBM.
IBM will not be responsible or involved in the detection, removal and/or abatement
of asbestos, hazardous waste or other pollutants. City Of Woodburn will be
responsible for a thorough program of investigation, detection, abatement and/or
removal of asbestos, hazardous waste or other pollutants from the work areas described
in this proposal if determined as necessary.
It is specifically understood by City Of Woodburn and IBM that all matters relating
to detection and/or abatement or removal of asbestos, hazardous waste or other
pollutants are beyond the scope of this contract and that IBM shall not be liable for
any delay or additional cost incurred as a result of such detections and/or abatement.
BA0470S (02/22/90)
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