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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement ") is
made and entered into this Dj��__ r�A
day of 111 2045 by and between
the City of Auburn, Washington, a Municipal Corporation of the State of Washington
(the "City"), and the Auburn Valley Humane Society, a not - for - profit corporation in the
State of Washington whose address is 4910 A Street SE, Auburn, WA 98092 (the
"AVHS"). The City and the AVHS, collectively, are hereafter denoted the "Parties ".
WHEREAS, the AVHS uses computer and networking systems in the Course of
fulfilling its mission to provide animal sheltering, adoptions and other services in and
around the City of Auburn; and
WHEREAS, the City's Information Technology Department (17") is staffed with
employees possessing the training, education and expertise to evaluate and inventory
the AVHS's computer and networking systems; and
WHEREAS, the City's IT staff is qualified to provide the services described
herein, and the Parties may arrange by separate agreement for the IT staff to provide
services to and for the AVHS's computer and networking systems based upon the
results of the evaluation and inventory performed under this Agreement;
NOW THEREFORE, the CITY and the AVHS in consideration of the conditions
and covenants herein do agree as follows:
1. RETENTION OF THE CITY OF AUBURN
The AVHS does hereby retain the City to perform the work and services
described herein. The Parties agree that the City is acting an independent contractor
Aubum Valley Humane Society — City of Auburn
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and shall fumish all supervision, labor, and all other incidentals except as specifically
provided herein and the City agrees to conduct and complete the performance in a
competent and professional manner in accordance with the terms of this Agreement.
2. SCOPE OF WORK
The City agrees to perform the following specific services to and regarding the
computer and networking systems used by the AVHS:
A. Inventory and inspect all network equipment, including server(s), firewalls,
workstations, printers, networking equipment, battery backups, video
surveillance systems and network backup systems; and
B_ As part of inventorying servers and workstations, review existing RAM. HDD,
processor, and network adapters; and
C. Inspect Server and Workstation operating systems, applications, system log
files, local & network security profiles, anti -virus and/or anti- malware
applications, and domain health; and
D. Interview AVHS staff to develop a scope of "problem areas" and to identify
potential equipment upgrades; and
3. ADDITIONAL PERFORMANCE REQUIREMENTS
A. To perform the work of this Agreement, the City will designate two (2) of
the City's IT staff persons to conduct a site visit on a mutually agreed -upon date and
time. The City will provide a total of six (6) staff hours (3 hours per designated staff
person) to conduct the site visit and to provide a list of recommendations to AVHS not
later than 10 business days after completion of the site visit.
Auburn Valley Humane Society - City of Auburn
Agreement for tT Evaluation - March 23, 2015
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B. The work to be performed under this Agreement shall be initiated not later
than and shall be completed not later than 1 � t Z,1' 0s . Upon
agreement of the Parties' representative, the timeline may be revised by up to-- ° days.
C. The staff of AVHS shall provide temporary administrative access to
workstations, servers and network equipment to the City's IT staff as required to allow
completion of a thorough review of system health and conditions.
D. If AVHS requires additional support from the City's IT staff, such as
installation and integration of any new or upgraded hardware or software or ongoing
network support, the provision of that work shall be subject to an additional agreement
which may be negotiated after completion of the work to be provided under this
Agreement.
4. COMPENSATION
In consideration of the services to be performed pursuant to this Agreement, the
AVHS shall provide total compensation to The CITY as a one -time charge in the amount
of a total of five hundred and no1100 ($500.00), exclusive of any travel and incidental
expenses incurred.
5. PAYMENT
The City shall be paid by the AVHS for the completed work within 35 business
days of delivery of the City's written recommendations to AVHS. Such payment shall be
full compensation for all work performed and services rendered under the terms of this
Agreement.
6. INDEMNIFICATION
Auburn Valley Humane Soddy — City of Auburn
Agreement for TT Evaluation — March 23, 2015
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The AVHS will hold harmless, indemnify and defend the City, its officers, officials,
employees and agents, from and against any and all claims, actions, suits, liability, loss,
expenses, damages and judgments of any nature whatsoever, including reasonable
costs and attomeys' fees in defense thereof, for injury, sickness, disability or death to
persons or animals or damage to property or business, caused by or arising out of the
AVHS's acts, errors or omissions in the performance of the Agreement. Provided.
however, that the AVHS's obligation under this provision will not extend to injury,
sickness, disability, death or damage caused by or arising out of the sole negligence of
the City, its officers, officials, employees or agents.
7. TERMINATION
Either of the Parties may terminate this Agreement in whole or in part whenever
such a party determines, in its sole discretion, that such termination is in the best
interests of the party, upon giving the other party 10 -days' written notice. In that event,
the AVHS will pay the City for all costs incurred by the City in performing the Agreement
up to the date of such notice, subject to the other provisions of the Agreement.
8. NOTICES
Any notice required or permitted under this Agreement may be personally
served, or given in writing, and shall be deemed sufficiently given or served if sent by
registered or certified mail addressed to the respective parties as follows:
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City of Au bum
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Auburn Valley Humane Society — City of Auburn
Agreement for ET Evaluation — March 23, 2015
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Auburn, WA 98001
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Either party may at any time designate a different address to which notices shall
be sent. Notice given in accordance with these provisions shall be deemed
received when mailed.
9. ADDITIONAL GENERAL_ PROVISIONS
A. No waiver by either party of any breach or default hereunder shall be
deemed a waiver of any preceding or any subsequent breach or default.
B. This Agreement may not be changed or modified nor any provision hereof
waived except in writing agreed to by both parties.
C. This Agreement shall be construed in accordance with and all questions
with respect hereto shall be determined by the laws of the State of Washington.
D. In the performance of the work herein, the Parties agree to comply with all
applicable State and local laws, rules and regulations.
AUBURN VALLEY
DATE! 3('7A (�
Auburn Valley Humane Society — City of Auburn
Agreement WIT Evaluation — March 23, 2015
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ATTEST:
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�nielle Daskam
CITY OF AUBURN
Nancy Sac l u ,) YOR
x•25.15
DATE
Auburn Valley Humane Society — G[v of Aubum
Agreement for IT Evaluation — March 23, 2615
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