Res 1009 - Agmt IBM Inst Mgm Se
COUNCIL BILL NO. 1239
RESOLUTION NO. 1009
A RESOLUTION APPROVING AN AGREEMENT WITH IBM FOR CUSTOMIZED OPERATIONAL
SERVICES. SPECIFICALLY. INSTALLATION 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
installation management services.
Section 2. That the Council confirm the prior signing of said
agreement by the t1ayor, a copy of whi ch is attached hereto, in order to
preserve the cost of this service at a 10% reduction.
APPROVED AS TO FORM:
Date
City Attorney
Passed by the Council
July 23, 1990
Submitted to the r.1ayor (Council President)
July 24, 1990
Approved by the Mayor (Council President)
July 24, 1990
Filed in the Office of the Mayor
ATTEST: !!1fM.~
Mary TenfUnt, Deputy Recorder
City of Woodburn, Oregon
July 24, 1990
Page 1 - COUNCIL BILL NO. 1239
RESOLUTION NO. 1009
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CUSTOMIZED OPERATIONAL SERVICES
PROPOSAL
FOR
City Of Woodburn
270 Montgomery
Woodburn, OR 97071
SUBMITIED BY:
IBM National Service Division
lj263 Commercial Street SE
Salem, OR 97302
Proposal Date: Oq/Oq/90
Proposal Reference:
BA08906
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 Seven thousand, three hundred fifty-five Dollars. ($7,355.00)
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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Professional Services
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The sow will describe your project (Prolect) including
the Scope of Servtees that IBM will provide to you In
response to your request for Services and any other
applicable term:.. A separate SOW will be required for each
Project. The SOW will become subject to thl. Agreement
wnen signed by you and 18M. IBM wlt1 .manage each
Project unless the SOW speclnes 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
purposes. Both parties agree to rnak8 re8aona~e efforts to
perform their responaibllitles in accordance with su<:h
Schedule. Services will begin on or aOOl.lt the Start Date
specified in the 500 and will end upon 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 satls.fy its obllgatlons under
this Agreement.
2. Changes 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 will describe the requested chal'1ge and
,ftt forth any modificationS to the terms of the SOW. AnY
change In the SOW may relult in a change to the Charges.
Estimated Schedule or other terms.
Depending on the extent and complexity of the
reQuested change, IBM may charge you for the effort
req'Jired to analyze a requested change. In luch instance1l,
IBM will notify you In writing of the e&timated charges for
such analysis. You must notify IBM in writing to proceed
with luch analysis,
Either party may requh'g that the Change Authorization
be signed by both parties. Otherwise, the change will
becOme part of the SOW when IBM provides you with a
copy of the Cha~ Authodzation. The Change
Authori21i1tlon will modify and take precedence over any
inconsistent terms of either the SOW or any previouS
Change AuthOl"i2ation8.
3. Charges
Each SOW will specify the ChargeS appUcable for the
Services that IBM will provide to you. IBM will invoice you
a1l specified In the SCf'N. You agree 10 pay such Charges as
specified in Ihe Invoice. such Charges will be exclusive of
any taxes.
4. Taxes
You agree to pay amounts equal '0 any taxes. including
personal property tax-ea, resulting from this Agreement
Such taxes will not include taxes based on IBM's net
income.
5. Personnel
Each party will designate an individual for each Project
who will have the authority to represent their respective
partY in a1l matters concerning such Project. An Project
related communications should be addressed 10 the
appropriate designated individual. If either party replaces
its designated individual, ,hat party shalf promptly notify
Ihe other In writing of such repaceme"t.
Each party will be responsible for the supervision,
direction and control of its own per~neI. 16M will make
PS Z125-4193-00 1/89
6. Confldentlallnfonnatlon
The parties agree that all information exchanged wiil 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
ISM may deliver materials to you for . Project under
this AgreemenL Materials Indude., but are not limited to,
programs. prografTl listings. programmin~ tools,
docUmentation. reports and drawings. IBM will idef1tify in
the SOW the materials to be delive~ \0 you as ""'Type 1
Materials" Of "Type n Matenals,"
IBM grants you tiUe, including ownership of copyrfght,
to the ma'erials Identified as Type ( Materials. IBM wm
retain one CCpy of all Type I MaterialS and you grant IBM
an irrellOCable. nonexclusive, worldwide. paid-up right and
license to LIse. exeeute, reproduce, copy and display such
Materials and to prepare derivative works based upon luch
MaterialS. IBM will also have the right to sublicenee such
Materials and any such derivative works created by IBM.
In addition, IBM may market and distribute copies of luch
item..
IBM or third parties retain title. including ownership of
copyright. to all mlilterlals identified as Type 11 Materials.
HoWever. IBM grants you tide to the copies of Type n
Materials IBM delivers to you. No license Is granted or
implied with respect to Type II Materials delivered to you.
Such copies are subJect to the provisions of the Copyright
Laws of the United States.
Those materials deHvered to yO\!. not specifically
identified in the SOW as Type I Materials or Type 11
Materials, will be deemed to be "Type 111 Material..... To the
extent that '8M has an interest in Type III Materiahl" such
Materials, Including any inteltectual property rights therein.
will be }oint1y owned by you and IBM without accounting.
Any ideas, concepts, know-how 01" techniques wtlidl
relate to the subject matter of thi$ Agreement and are
developed or provided by elther party or Jointly by both
parties during t.,e CO\Irse of a Project may be used by
either party In any way tl1ey deem appropriate.
8. Invantlons
The term 'Iovention' shall mean any idea, co_pt.
knoW..tloW or teChnique that either party first conceives or
reduces to practice while In performance of Service. during
the term of a Project and for which a patent application Is
filed. Inventions wit! be treated as fdlow.~
1. if made by your personnel. It shall be your property'.
You grant IBM a nonexclusive. irrevocable, wor1dWltle
and paid-up license under such hwe,,'ion, patent
application and all patent5 iS6Ued thereon:
2. if made by IBM personnel, it ,hall be IBM', property.
IBM grants YOI.J a nonexclusive. irrevocable, worldwide
and paid-up license under such invention, patent
application and alt patents Issued thereon; and
3. If made by the personnel of both parties, it and all
patent applications flled therefor and all patents lS$uing
th8f"eOn shall be jointiv Q'Nned by Ihe parties without
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PAGE.003
JUL 23'- '90 16: 35
FROM OREGON CAP!TAL SP9
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accounting. Each party shall haVe the right to grant
licenses to third parties or assign lts rights therein
without tt'le consent of the other.
AU licenses granted to either party will include tt'le right
to make, have made. use. have used. leaM. seU and/or
ottlerwlee tfansfe4" any apparatus, and10r practice and have
",acllced any method and shall 'oclude the right to graol.
directlY Of Indirectly, revocable or Irrevocable subl;cel"'&es
to such party's Subsldlarles.
Nothing contained in "'is Agreement shan be deemed
to grant any license under any patent Of patent appl\Cations
arising out of any other in....entioos of either party.
9. subsidiary
For the purpOSes of thi$ Agreement the term
-Subsidiary- shan mean a corporation, company .or other
entity:
1. more than 500/0 of whose Q\ltstanding $hares or
securities. (representing the right to vote for the
election of directors or other managing authority) are
noW or hereafter owned or controlled. directly or
indirectly, by a party hereto; or
2. which does not have outstanding shares or securities.
as may be the case in 8 partnefstlip, pot ventlJre or
unincorperated as5QCiatiof'. but more than 50% of
whose ownershiP interest representing the right to
make the decisions 10r such corporation. company 0"
other entity is noW or hereafter owned or controlled.
directly or ",directly. by a party hereto.
Such corporation, company or other entity stlal1 be
deemed to be a subsidiary only so long as such ownership
or contra' exists.
except as otherwise stated in this section. regardleSS of the
fom'l of actton. whether tn contract or 1n tort Including
negligence. This I1mitation wnl not apply to claim' by you
for bodily Injury or damage: to rea\ ~ or tangible
personal propertY for which IBM i.legally liable.
In no eVent wiU IBM be "able fur any lost profits, lost
savings. incidental damages. or other econorntc
consequential damages, even if IBM has been adv1sed of
the possibility of such damages. 1n adduton. IBM will not
be Uabte for any damages claimed byJOU based on any
third party claim. 1n no event win 18 be liable for any
damages caused by y()\lr failure to perform yoof
responsibilities.
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10. Tennlnatton of projects
You may terminate a Project by pr1?....idlng written notice
to 18M. If you fall to meet your obligations under this
Agreement, IBM may terminate a Project by providing
written notice to you. Upon your or 18M'$ receipt of such
notice. ISM wlll t~nate all tasks for such Project in an
Ofderly manner, as soon as practical or in accordance with
a schedule agreed to by you and IBM.
YOU agree to pay IBM for Sen/ices provided ttlrough
the termination of all \asks for the Project. Such payment
will include any termination charges set forth in the S(Y.V
and any charges t8M has incUrred in terminating
subContractS.
An Materials developed ttlrough the termination of an
tasks for the Project witt be delivered to you in accordance
with Section 7.
11. Olsclalmer 01 Warranties
THIS IS A SERVICE AGREEMENT. THERE ARE NO
WARRANTIES. EXPRESS OR IMPLIED. Tl--41S DISCl.All.iER.
ll"lCLUDES, BUT IS lolO'T LIMnED TO. THE IMPLIED
W)l.RAANTIES OF MERCHAHTABILlTY AND FrrNESSFCR A
PARTlCUlAl'l PURPOSE.
12. Limitation of Remedies
IBM's entire liabtlity and your exdusl'lfe remedy tor
damages resulting from IBM's performance or
nonperformanco. which is related in any way to the
Services prO'oflded under a saN under this Agreement, will
be your rOCO.ery of aclual damages to the limits "'" forth
I" thi. Section. IBM's liability for actual damages frotn any
cause whatsoever will be limited to the great.er of t}
$tOO,OOO. or 2) an amount equal to the Chargee invoiced for
the Services which are the subject matter of. or are directly
r~ated to, the cause of action. The limitation will applY.
13. General
The term -?rcfeSllional sentce.... In this Agreement
does not mean that IBM p..._nnel are 'tcenced by any
go~ernmental bodY or agenCY to perform the Services
under this Agreement.
You may not assign this Agreement or remarket
Services prol/ided by IBM under thi$ Agreement without the
specific written permission of 'BM. Any attempt to assign
aoy of the righls. duties or obligations uoder this
Agreement is VCIid.
You agree to provIde full. free and safe access to 113M
for the pefformance 01 Serl/ices. You represent that YOIJ
are l"\ot aware of the presence of any unsafe condition Of
hazardous materials at any Project work location. If you
beCOme aware of the existence of any unsafe condition Of
hazardous material, yoU will promptly notify IBM 1n writtng.
IBM may provide services by the use of ISM-se1ected
independent contractors..
Neither party w1ll be prohibited from entering into
siroilar agreements with others or from developing and
pro'llding materials or services which ar. similar 10 tho.e
Services proVided under this Agreement
Each party shall be released frcm its obligations under
this Agr_meot or a saN to the exteol Ihal the party is
pTe.eoled from p.normtrog ils obligallo", due \0
circumstances beyond Its controt.
NeIther party may bring an action. regardless of form,
arising out of th\s Agreement. more than twO years after
the ea\Jse of action h88 8(isen. iSM may not bring an
action for ncnpayment more than twO years after tt-le date
the last payment was due.
tBM (TIay modify the termS and conditions of this
Ageeemen' upon wrilteo ootice \0 you. Aoy such
modification wm apply to any SOW which both parties sign
after the date of I'\Otice. Otherwise. ol'\ly. a written
agreemeol sigood by authorized persons caO modify Ihis
Agreement.
Either party may terminate this Agreement by providing
one month's written notlce to the other following the
completion or termination of all Projects. Sections 3. 4, 5.
6.7.8 and t2 and any other pro1/isions of this Agreement,
wnich by ttleir nature extend beyond the completion or
termination of a Project Of the ter~na\ion of - this
Agreement. shall remain in effect be~ such comPlet\on
or termination until fulfilled and snail apply to either party's
successors and assigns.
1n the event of conflict between this Agreement and a
SaN. Ihe termS and c;oodilions of the SC1N ,hall prevail.
The lawS of the state of New york go....ern this
AgreefTlent.
The part-i.. agree that the camp'.t. and 8..c1uar.,-e
statement ot the agreement be\Wtlen the parties relating to
this sublect ,han consist of t) this Agreement. 2) -ny other
applicable IBM Agreemeoll'), 3) ooy Slolamentts) 01 Wor~
and 4) Change Authorizatlon(s). This statement 01 tlte
agreement supersedes sU proposall or other prior
agreements. oral or ....ritt.n. and an other cOmmunications
between the partl.. reladng to this S\lbjecl.
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ServlcePlah
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.: H50ll
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: $7,355.00
(Described Below)
This Statement of Work includes the following sections in the attached pages:
. Scope of Services
o Customer Responsibilities
o Contract Term
. Completion Criteria
o Charges
o IBM Point of Contact
o Customer Point of Contact
o Materials Ownership and License
o 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 shall consist of 1) this Statement of Work, including any
attachment referenced herein, 2) the referenced Agreement, 3) any other applicable
IBM Agreement{s), and II) any Change Authorizations{s). This statement of the
agreement supersedes all proposals or other prior agreements, oral or written, and
all other communications between the porties relating to this subject.
Accepted by:
City Of Woodburn
By
By
Author cd Signatur~
N/tNC-" 11-. K, [.'f'(<..,G. 1 ..,
Namc (Type or Print) ~
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tIl
00
Name (Type or Print)
7-10''10
Date
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BA08906 (04/04/90)
SCOPE OF SERVICE '.'\
This section describes the Services that IBM will provide City Of Woodburn under the
Terms and Conditions of the referenced Agreement for IBM Professional Services. You
have selected the following Services:
. Installation Management Services
The details of the selected Services are described in this section.
Installation lIanagement Services: IBM will provide City Of Woodburn the following
installation Services for the Machines to be installed 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
IBM will review the Implementation Plan with you.
agreed upon changes will be incorporated into the
a completed copy of the plan.
You may recommend changes and any
plan. IBM will then provide to you
Hardware Product Setup: IBM will perform setup activities on the Machines identified
below. This activity will include unpacking, positioning, connecting external cables,
power on tests, and performing product self tests.
Quantity
27
Product
8555
Model
SX
Staging Center Services:
consolidation Services at
performed will be:
IBM will perform the following system integration and
a location to be supplied by IBM. The activities to be
. Check for any physical damage and inventory (box count) the equipment and
reconcile to manifest.
. Unpack and set up identified hardware.
. Run diagnostics on all equipment.
. Install 3COM Etherlink Adapter card.
. Load software us ing procedures provided by the customer. (DOS and Novell
configuration diskettes). Software is to be provided by Customer in desired
format.
. Perform system testing using Customer supplied procedures.
. Repack equipment for shipment to the location.
. Complete any reports identified by the Customer to reflect work performed and
in process at the staging location.
. Will provide an average of one month storage for this configuration.
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:
BA08906 (04/04/90)
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. 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;
. pr0vide adequate space, including a desk and a telephone at your Central Site
location for IBM personnel to coordinate shipments;
. provide a procedure for IBM to follow in loading the software;
. provide a procedure for IBM to follow in the event problems are encountered
while loading the software;
. designate an area at each Location for disposal of shipping materials;
. ensure equipment to be set-up is in approximate final location;
. 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 schedule shall be consistent with the completion dates identified by the Customer
and agreed to by IBM. Every effort shall be made by IBM and the Customer to keep the
schedule dates intact.
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.
COMPLETION CRITERIA
This contract and IBM's obligations will be considered fulfilled when the Services
described in the section entitled Scope of Service 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....................... $
7,355.00
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.
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; and,
. produce and review status reports with you on a timely basis.
BA08906 (04/04/90)
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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.
. Implementation Plan
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 considered 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
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.
BA08906 (04/04/90)
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