Res 223-83 11/15/1983RESOLUTION NO. )
1-y'13
RESOLUTION APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE A CONTRACT WITH FIRST
WICHITA NATIONAL BANK FOR MICROFILM SERVICES
FROM PRINT IMAGE DATA PROCESSING TAPES.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS , THAT:
That certain contract, a copy of which is attached hereto,
between the First Wichita National Bank of Wichita Falls and the
City of Wichita Falls, for microfilm services from print image
data processing tapes, is hereby approved, and the City Manager
is authorized to execute the same for the City of Wichita Falls.
PASSED AND APPROVED this the 15th day of November, 1983.
Y O R
ATTEST :
City Clerk
DATA PROCESSING SERVICE AGREEMENT
The First-Wichita National Bank of Wichita Falls, a National Banking Association
with offices in Wichita Falls, Texas (hereinafter called Bank) agrees to provide
the services of its Data Processing Center to:
THE CITY OF WICHITA FALLS
hereinafter called Customer) subject to the following terms and conditions:
1. Attached hereto and made a part of this Agreement hereunder are schedules
described as follows and accepted by Bank and Customer:
a) Schedule A - Services and/or functions to be performed by Bank.
b) Schedule B - Services, functions, and requirement's to be per-
formed by Customer for participation in this Agreement.
c) Schedule C - Fees to be paid by Customer to Bank for performance
of the services outlined in Schedule A. Bank may invoice customer
for the services performed in accordance with its customary prac-
tices. Within ten (10) days from date of invoice, Customer agrees
to pay Bank the stated charges, including charges at Bank' s stan-
dard rates for additional processing of any data submitted by
Customer in incomplete or incorrect form. Customer shall reim-
burse Bank for special or unusual expense incurred by Bank for
special processing or programming incurred at Customer's request ,
at the standard rates set forth in Schedule C. All rates and
fees stated are good for one (1) year after date of contract
thereafter may be changed upon thirty (30) day written notice to
Customer. In addition, Customer agrees to pay Bank monthly the
maximum finance or service charge permitted by law for all amounts
outstanding over thirty (30) days from date of invoice, together
with reasonable attorney' s fees and costs if placed in the hands
of an attorney for collection. All payments pursuant to this
Agreement shall be made at the Bank.
2. Customer shall furnish to Bank the data set forth on Schedule B hereto
at the times therein specified in proper condition and under proper controls for
processing in accordance with Schedule A. All such data shall be in good condi-
tion and ready for processing on Bank' s equipment when received. Any data not
prepared in accordance with Agreement shall be returned to Customer for proper
preparation and returned for reprocessing to Bank.
3. The Customer shall be responsible for the delivery of all data it is
required to supply hereunder and shall take delivery of the completed data at the
Bank's Data Center at the times and intervals called for on Schedules A and B.
Bank will not be responsible for any delays in delivery while in transit or for
loss or damage of the data during delivery.
4. Bank will use facilities, equipment, and machines selected by Bank with
the same care and in substantially the same manner as used in connection with
procedures now performed in Bank' s own operations. Bank assumes no liability or
responsibility in the event of any errors which may occur as a result of the
Service rendered hereunder and shall not be liable for any claims or damages except
those which may arise out of Bank's having acted in bad faith.
5. Customer agrees to indemnify and hold Bank harmless from all loss,
liability, cost, damage and expense to which Bank may be subjected or incurred
by Bank in connection with any claims which may arise out of or as result of
this Agreement or the performance by Bank of the service hereunder.
6. The Customer agrees that notwithstanding the form in which any legal
or equitable action may be brought by the Customer against Bank, Bank's liability,
if any, arising out of or in any way related to its performance of the services
provided herein, including errors which are due solely to malfunction of Bank
controlled machines or failure of Bank operators, Bank programmers, or Bank pro-
grams, shall be limited in the case where processing services are being provided
to the Customer to general money damages in an amount not to exceed the total
current month amount paid by the Customer for services performed by Bank under
this Agreement. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN
THIS AGREEMENT.
7. Bank shall not be held in breach of this Agreement if its failure to
provide the Service is due to causes beyond its control, including but not limited
to acts of civil or military authority, banking authorities, national emergencies,
fire, flood or other catastrophies, Acts of God, insurrection, war riots, failures
of transportation, communication or power supply, or unavoidable mechanical diffi-
culties with its computer equipment.
8. This service shall begin on OCTOBER 4, 1983 and shall be on a
month to month bases and shall remain in full force and effect until not less than
thirty (30) days written notice of termination is delivered by one party hereto to
the other.
9. Nothing contained in this Agreement shall be construed to imply that a
joint venture or partnership is created by this Agreement. It is agreed by both
parties that Bank will perform data center service to participating association
under the contractual agreement as an independent contractor and is in no way
acting as Customer's agent. Customer shall have no right of supervision over the
details or manner of performance of the services by Bank.
10. The officers, directors, and representatives of Customer and any non-
governmental or governmental agency exercising a regulatory function over Customer's
business activities may inspect Customer's records at Bank during business hours
and at reasonable times and after prior notice to Bank of such proposed inspection.
11. Bank agrees to handle, in confidence, all information relating to Customer's
assets, liabilities, business or affairs and the assets of any of Customer's
customers which is received by Bank in the course of rendering the Service here-
under, except as such information may be legally requested by governmental agency
or court order.
SCHEDULE A - Services and/or functions. to be performed by Bank.
Tapes received by 9:00 A.M. will be processed and out by 4:00 P.M. the
same day.
Tapes received after 9:00 A.M. will be worked in and may be picked up by
9:00 A.M. the next day.
Large processing which has more than three magnetic tapes will be scheduled
and worked into the regular process. One week will be allotted to complete
the microfiche.
If the number of daily tapes exceed 5 tapes, additional time should be allowed
for processing, which will be 1 day.
SCHEDULE B - Services, functions, and requirements to be performed by Customer
for participation in this Agreement.
Customer is responsible for transportation both to our bank and
return to your company.
Parking is provided on the second floor of our garage parking.
The formatted tape should be IBM compatible, 1600 BPI, Power Spool tape
with 133 characters per record.
Customer is responsible to purchase special forms slide.
SCHEDULE C - Fees to be paid by Customer to Bank for performance of the
services outlined in Schedule A.
Cost of Service - $2.65 per original
25 per duplicate
Cost for Special Forms slide - Cost based on expenses of the customer. If
the customer pay for slide, the ownership is that of customer.
12. Notwithstanding any other provision herein contained, any and/or
all services required to be performed and/or furnished by Bank hereunder and
any/or all obligations, undertakings and duties of Bank hereunder related
and/or incidental thereto, may be by Bank caused to be performed, furnished,
and fulfilled by any organization which may provide data processing service
for Bank during the term hereof.
13. All specifications, tapes, programs, concepts, know-how and tech-
niques developed or utilized by Bank for Customer, except those furnished
by Customer, are and remain the sole property of Bank, unless otherwise
specifically provided herein. Customer warrants that it will be free, as of
the date of commencement of the services to be provided hereunder, of any
contracted obligation that would prevent the Customer from entering into this
Agreement, and that Bank's offer to provide such services in no way caused or
induced the Customer to breach any contracted obligations. All data on the
master files shall remain the property of the Customer unless provided other-
wise in the attached schedules and master files in its current format, will be
provided to the Customer in machine-readable form, if requested by the Customer
in the event of termination.
14. This Agreement and the attached schedules constitute the entire
agreement of the parties with respect to the services described herein, and
supersedes all prior agreements, if any, regarding such services. If this
Agreement is terminated by either party for any reason, the Customer agrees
to purchase at cost from Bank all Customer custom forms, if any, in the Bank's
inventory at the time of termination.
EXECUTED THIS 1st DAY OF November 19 83
THE FIRST WICHITA NATIONAL BANK OF WICHITA FALLS:
BY: BY:
BY: BY:
James Berzina Fred L. Werner
City Manager Chief Accounting Officer/
Director of Finance
BY:
Wilma Thomas
City Clerk