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RESOLUTION NO. 46 8 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING
. THE MAYOR AND CITY CLERK TO EXECUTE AN
1NTERLOCAL AGREEMENT BETWEEN THE CITY
OF AUBURN AND THE CITY OF ALGONA FOR
INFORMATION SERVICES TECHNOLOGY
WHEREAS, RCW 39.34 authorizes public agencies to enter info
interlocal agreements; and
WHEREAS, the City of Algona has the need for professional infocmation
technology services; and
WHEREAS, the City of Aubum is able and willing to provide those
services, at a cost that is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor of the City of Aubum and the Aubum City Clerk
are hereby authorized to execute an Interlocal Agreement between the City of
Aubum and the City of Algona for Information Technology Services in
substantial conformity with the Agreement attach-ed hereto as Exhibit "A" and
incorporated herein by this reference.
Section 2. The Mayor is hereby authorized. to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Resolution No. 4683
January 27, 2011
Page 1 of 2
Section 3. This resolution shall be in full force and effect upon
passage and signatures hereon.
~ Dated and Signed this ~day of' 2011. CI OF UB
PET R B. LEWIS, MAYO
AITEST: . .
Dan Ile E. Daskam, City Cletlc
APPROVED AS TO FORM:
n el B. Hei , ityiAttorn6y"-
Resolution No. 4683 January27, 2011
, ` Page 2.of 2
CITY OF AUBURN - CITY OF ALGONA
INTERLOCAL AGREEMENT FOR
, INFORMATION SERVICES TECHNOLOGY `
THIS INTERLOCAL AGREEMENT made and entered into, pursuant to the ~rlocal
Cooperation Act, Chapter 39.34 of the Revised Code of Washington, on the day of
2011, by and befinreen the CITY OF AUBURN, a municipal
corporafion of the State of Washington (hereinafter referred to as "Aubum"), and the CITY
OF ALGONA, a municipal corporation of the State of Washington (hereinafter referred to
as "Algona"),
WITNESSETH:
WHEREAS, Algona seeks professional information technology ("IT") services; and
WHEREAS, Auburn has the requisite skills, resources and experience necessary to
provide such services and is willing and agreeable fo provide such services upon the
terms and conditions herein contained.
NOW THEREFORE in consideration of their mutual covenants, conditions and promises,
the parties hereto do hereby agree as follows:
1. SCOPE OF SERVICES
Aubum agrees to perform for 'Algona, in a good and professional manner the tasks
described on Exhibit A which is attached hereto and by this reference made a part of
this Agreement. (The tasks described on Exhibit A shall be individually referred to as a
"task," and collectively referred to as the "services.") Auburn shall perform the services
as an independent contractor and shall not be deemed, by virtue of this Agreement and .
the performance thereof, fo have entered into any partnership, joint venture,
employment or other relationship -with Algona. Aubum shall perform the services
described in Exhibit A which is attached hereto and by this reference made a part of
this Agreement.
2. AMENDMENT REQUIRED FOR ADDITIONAL SERVICES
In the event additional IT services are required by Algona beyond those specified in
Exhibit A and the compensatibn listed in this Agreement, and further provided that
Aubum has the time and resources to provide such additional services and is willing to
provid.e such services, a contract amendment shalf be set forth in writing and shall be
executed' by the respective parties prior to Aubum's perFormance of the additional IT
services, except as may be provided to the contrary in Section 3 of this Agreement.
INTERLOCAL AGREEMENT -
February 1, 2011
Page 1 of 13
Upon proper completion and execution of an Amendment for additional services, such
Amendment shall be incorporated into this Agreement and shall have the same force
and effect as if the terms of such Amendment were a part of this Agreement as
originally executed. The perFormance of services pursuant to an Amendment shall be
subjecf to the terms and conditions of this Agreement except where the Amendment
provides to the contrary, in which case the terms and conditions of any such
Amendment shall control. In all other respects, any Amendment shall supplement and
be construed in accordance with the terms and conditions of this Agreement.
3. PERFORMANCE OF ADDITIONAL SERVICES PRIOR TO EXECUTION OF AN
AMENDMENT
The parties hereby agree that situations may arise in which IT services other than those
described on Exhibit A are desired by Algona and the time period for the completion of
such services makes the execution of Amendment impractical prior to the
commencement of Auburn's perFormance of the requested services. Aubum hereby
. agrees that it shall perform such senrices upon the request of an authorized
representative of Algona at a rate of compensation to be mutually negotiated in
connection therewith. Any such additional IT services shall be memorialized in a written
amendment in accordance with Section 2 of this Agreement. The invoice procedure for
any such additional services shall be as described in Section 6 of this Agreement.
4. ALGONA'S RESPONSIBILITIES
Algona shall do the following in a timely manner so as not to delay the services of
Auburn:
a. Designate in writing a person to act as Algona's representative with
respect to the services described in Exhibit A. Algona's designee shall have
complete authority to fransmit instructions, receive information, interpret and
define Algona's policies antl decisions with respect to the services, except in the
event of an emergency as described in Exhibit A.
b. Furnish Aubum with,all information, criteria, objectives, schedules and
standards for the services provided for herein.
c. Arrange for access to the property or facilities as required for Auburn to
perForm the services provided for herein.
d. Examine and evaluate all studies, reports,. memoranda, plans, sketches, .
and other documents prepared by Aubum and render decisions regarding such
documents in a timely manner to prevent delay of the services. INTERLOCAL. AGREEMENT
February1, 2011
Page 2 of 13
5. ACCEPTABLE STANDARDS
Auburn shall be responsible to provide, in connection with the services
contemplated in this. Agreement, work products and services of a quality and
professional standard acceptable to Algona:
6. COMPENSATION
_ Compensation for Aubum's perFormance ofthe services provided for herein are attached hereto as Exhibit B and by this referenced made a part of this
Agreement. .Aubucn shall submit to Algona a monthly invoice and Algona shall process fhe invoice or statement in the next billing/claim cycle following receipt of
the invoice or statement, and shall remit payment to Auburn; thereafter in the .
normal course, subject to any conditions or provisions in this Agreement or
Amendment.
- 7. TIME FOR PERFORMANCE AND TERM OF AGREEMENT
Aubum shall not begin any work under this - Agreement until authorized by Algona's representative: Aubum shall perForm,.the services provided for herein in
accordance with the direction and scheduling provided in Exhibit A, unless
otherwise agreed to in writing by the parties. This Agreement shall terminate on
12/31/2011. This Agreement may be extended for two additional one-year
periods upon written agreement of the Parties. It is provided, however, that either .
party may cancel this Agreement upon sixty (60) days written notice to the other
PartY•
8. OWNERSHIP AND USE OF DOCUMENTS
All documents, reports, memoranda, diagrams, sketches, plans, design
calculations, working drawings and any other materials created or otherwise
prepared by Auburn as part of its performance of this Agreement (the "Work
. Producfs") shall be owned by and become the property of Algona, and may be
used by Algona for any purpose beneficial to Algona.
9. RECORDS INSPECTION AND AUDIT .
All compensation payments shall be subject to the adjustments for any amounts
found upon audit or otheiwise to have been improperly invoiced, and all records
and books of ;accounts pertaining to any worlc performed under th`is Agreement .
shall be subject fo inspection and audit by Algona for a period of up to three (3)
INTERLOCAL AGREEMENT
Febnuary 1, 2011
Page 3 of`13
years from the final payment for work performed under this Agreement.
10. CONTINUATION OF PERFORMANCE
In the event that any dispufe or conflict arises between the parties while this
Contract is in effect, Auburn agrees that, nofinrithstanding such dispute or
conflict, Auburn shall continue to make a good faith. effort to cooperate and
continue work toward successful completion of assigned dut,ies antl
responsibilities. Provided that if Algona fails to pay for the services provided by
- Auburn, Auburn can cease providing sueh services until paymenf is made.
11. ADMINISTRATION OF AGREEMENT
This Agreement shall be administered by Lorrie Rempher, Information Services
Director or designee on behalf of Auburn, and' by Diana Quinn, City Administrator
or designee on behalf of Algona. Any written notices required by the terms of
this Agreement shall be senred on or mailed to the following addresses:
CITY OF AUBURN CITY OF ALGONA
Information Services City Administration
Lorrie Rempher Diana Quinn
~ 25 W Main St 4 - ~ r!~'f•
Auburn, WA 98001-4998 I0,,
Phone: 253-288-3160 Phorrib : 3- 3
Fax: 253-804-3116 Fax: Ek5-3 GllI - 3 3(,P!c
E-mail: Irempher@auburnwa.gov E-mail oL~cc,r►a.a (0.G_-l4OYt~~A . Gro~
12. NOTICES
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, retucn receipt requested, and addressed, if to a parfy of this Agreement, to the address for the party set forth above.
Either party may change_ his, her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
above.
13. INSURANCE
Algona shall maintain in full force throughouf the duration of this Agreement
- 1NTERLOCAL AGREEMENT
February 1; 2011
Page 4 of 13
comprehensive general liability insurance with a minimum coverage. of
$1,000,000 per occurrence/aggregate for personaf injury and property damage.
This requirement shall be deemed satisfied by evidence of Algona's membership
in a municipal self:insurance pool, including evidence of limits of coverages,
exclusions and limits of liability satisfactory to Aubum.
Aubum shall maintain in full force throughout the duration of this Agreement
- comprehensive general liability insurance with 'a minimum coverage -of
$1,000,000 per occurrence/aggregate for personal injury and property damage.
This requirement shall be deemed satisfied by evidence of Aubum's membership
in a municipal self-insurance pool, including evidence of limits of coverages,
exclusions and limits of liability satisfactory to Algona.
14. INDEMNIFICATION
a.- Algona shall indemnify and hold Aubum and its agents, employees, and/or
ofFcers, harmless from and shall process and defend at its own expense any and
all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or
costs, of whatsoever kind or nature, brought against Auburn arising out of, in
, connection with, or incident to the execution of this Agreement and/or Algona's
perFormance. or failure to perform any aspect of this Agreement; provided,
however, that if such claims are caused by or result from the concurrent
negligence of Aubum, its agents, employees, and/or officers, this indemnity
provision shall be valid and enforceable only to the extent of the negligence of
Algona; and provided further, that nothing herein shall require Algona to hold
harmless or defend Aubum, ifs agents, employees and/or officers from any claims
arising from the sole negligence.of Aubum, its-agents, employees, and/or officers.
No liability shall attach to Auburn by reason of entering into this Agreement except
as expressly provided herein.
b. Aubum shall indemnify and hold Algona and its agents, employees, and/or
officers, tiarmless from and shall process and defend at its own expense any and
all claims, demands, suits, at law-orequity, actions, penalties, losses, damages, or
costs, of whafsoever kind or nature, brought againsf- Algona arising out of, in
connection with, or incident to the execution of this Agreement and/or Aubum's
performance or failure to perForm any aspect of this Agreement; provided,
however, that if such claims are caused by or result from the concurrent
negligence of Algona, its agents, employees, and/or officers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of
Aubum; and provided further,. that nothing herein shall require Aubum to hold
harmless or defend Algona, its agents, employees and/or officers from any claims
INTERLOCAL AGREEMENT
February 1, 2011
Page 5 of 13
arising from the sole negligence of Algona, ifs agents, employees, and/or officers.
No liability shall attach to Algona by reason of entering into this Agreement except
as expressly proyided herein.
15. WAIVER OF SUBROGATION
Algona and Auburn hereby mutual_ly release each other from liability and waive all right of
recovery against each other for any loss caused by fire or other perils which can be
insured against under fire insurance contracts including any extended coverage
endorsements thereto which are customarily available from time to time in the State of
Washington, provided, that this paragraph shall be inapplicable to the extent that it would
have the effect of invalidating any insurance coverage of Algona or Aubum.
16. COMPLIANCE WITH REGULATIONS AND LAWS
The parties shall comply with all applicable rules and regulations pertaining to them in
connection with the matters covered herein.
.17. ASSIGNMENT
The parties shall not assign this Agreement or any interest, obligation or duty therein
without the express written consenf of the other party.
18. ATfORNEYS' FEES
If either party shall be required to bring any action to enforce any provision of this
P~greement, or shall be required to defend any acfion brought by the_ other party with
respect to this Agreement, and in the further event that one party shall substantially
prevail in such action, the losing party shall, in addition to all other payments required
therein, pay all of the prevailing party's reasonable costs in connection with such action,
including such sums as the court or_courts may adjudge reasonable as attomey's fees in
the trial court and in any appellate courts.
19. NONDISCRIMINATION
Each of the parties, for itself, its heirs, personal represenfatives, suceessors in interest,
and assigns, as a part of the consideration hereof, does hereby covenant and agree that
it will comply with pertinent sfatutes, Executive Orders and such rules as are promulgated
to assure that no person shall, on the grounds of race, creed, color, national origin, sex,
sexual orientation, age, or the presence,of any sensory, mental or physical handicap be
discriminated against or receive discriminatory treatment by reason thereof.
INTERLOCALAGREEMENT
Febnaary 1, 2011
Page 6 of 13
20. MISCELLANEOUS a. All of the covenants, conditions and agreements in this Agreement shall
extend to and bind the legal successors and assigns of the parties hereto.
,
b. This Agreement shall be deemed to be made and construed in accordance
with the laws of the State of Washington. Jurisdiction and venue for any action
arising 'out of this Agreement shall be in King County, Washington.
c. The captions in this Agreement are for convenience only and do not in any
way limit or amplify the provisions of this Agreement,
d. Unless otherwise specifically provided herein, no separate legal entity is
created hereby, as each of the parties is contracting in 'its capacity as a municipal
corporation of the State of Washington. The identity of the parties hereto is as set
forth hereinabove. .
e. The perFormances of the duties of the parties provided hereby shall be
done in accordance with standard operating procedures and customary practices
of the parties.
f. No provision of this Agreement shall relieve either party of its public agency
obligations and or responsibilities imposed by law.
g. If any term or provision of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be held to be invalid or unenforceable
by a final decision of any court having jurisdiction on the matter, the remainder ofy
this Agreement or the application of such term or provision to persons or
circumstances othec than those as to which it is held invalid or unenforceable shall
not be affected thereby and shall continue in full force and effect, unless such
court determines that such invalidity or unenforceability materially interferes with or
defeats the purposes hereof,. at which time either party shall have the right to terminate the Agreement. `
h. This Agreement constitutes the entire agreement between #he parties.
There are no terms, obligations, covenants or condftions other than those
contained herein. No modifications or amendments of:this Agreement shall be
valid or effective unless evidenced by an agreement in writing signed by both
parties.
i. Copies of this Agreement shall be filed with the King County Auditors Oifice
and the respective Clerks of the parties hereto.
INTERLOCAL AGREEMENT
February 1, 2011
Page 7 ofi 13
IN WITNESS WFBEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
CITY F AUB CITY OF ALGONA , . -
Peter B. Lewis Print Name: 4~ q-vt r0 ~/<<=`
Auburn Mayor Title: AV► Ay v 2
Attest: Attest:
,
_ Q~Prjinta
anielle Daskam, T;41 I cc t_
D
Auburn City Clerk .
Appr ed as t form: Approved as to form:
baiiiWB. Heid Pri t` Name: L.
Auburn City Attomey - Title:
k oAI
_ INTERLOCAL AGREEMENT
February 1, 2011
Page 8 of 13 ,
STATE OF WASHINGTON )
) ss•
COUNTY OF KING )
ON THIS 2 3"_ day of 2011, before me personally
appeared Vei 2__ and --D:) Q.,,,,-e_~ Ia.s a~
to me known to be the a~ and
of C- Q~ u a municipal corporation, the: corporation that executed t e within and foregoing instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that they were authorized to execute said instrument, and .
the seat of said municipal corporation is affxed hereon.
WITNESS my hand and official seal hereto the day a d year in t' ' icate first above
written.
:K.,~;
~C i~
NOT Y PUBLI nd for the State
of Washington, residing at
i ~
My Commission Expires: e3
l~~e~1,q•~i i~~ i :
STATE OF WASHINGTON ) ) ss.
COUNTY OF KING )
ON THIS ~r day of A.UxG/C_-/ , 2011, before me personally
aPPeared 11 and ~ " C-: A' Ck
to me known to be the &
(~114()r and
of ' I a municipal corporation, the corporation that
executed - e within a foregoing instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated #hat they were authorized to execute said instrument, and
the seat of said municipal corporation is affixed hereon:
WITNESS I hereto the day and year in this certfficate first above
written. - , ~ -
aomaroiouc ; '
NOTAR _-PUBLIC in and for the State
of Washington, residing at ;,4ifl (,cX
, INTERLOCAL AGREEMENT
February 1, 2011 l
Page 9 of 13
- My Commission Expires:
INTERLOCAL AGREEMENT '
February 1, 2011 .
Page 10 of 13
EXHIBIT A
SCOPE OF SERVICES
Services Provided:
• General network and desktop support
• Operating system patch management
• Vrus protection software management • Technical recommendations
Requesting support:
All requests for service should be emailed to helpdeskCa)auburnwa.gov: The request
will be forwarded to City of Auburn technical staff for resolution. `
Service levels:
For requests e-mailed Monday through Friday from 7:00 am to 5:00 pm, we wil_I try to
respond within 30 minutes. During high call volumes, we; will assist you as soon as
possible.
With authorization by Mayoc, Police Chief or City Administrator, support outside regular
business hours will be provided on an emergency basis. If you need an immediate
response during off hours and have the appropriate authorization, please email
helpdesk _aubumwa.qov with the name of authorizing person and nature of issue or
call 253-876-1947. Your issue will be forwarded to the on-call technician for resolution.
Service, limitations: ,
• City ofi Auburn will assisf and provide recommendations on nefinrork security but
security remains the responsibility of City of Algona.
• City of Aubum will assist and provide recommendations on hardware and
software purchases. All hardware and soffware purchases are the responsibility
of City of Algona. Billing:
All service will be billed monthly according to Attachment B. Services that are billed on .
an hourly basis will include~a brief description of the seniice and the department where
the service was performed. INTERLOGAL AGREEMENT ,
February 1, 2011 .
Page 11 ofi 13
EXHIBIT B
COST OF SERVICES
Support Function Operafing Hours Billing rate Monthty cost
General Network and desktop M- F, 7 a.m. - 5 p.m. $500.00 / month $500.00
maintenance and support including excluding holidays
operating system patch management,
virus system software management,
general troubleshooting and problem
resolution that can be via remote
access/phone.
Network and desktop repair and M- F, 7 a.m. - 5 p.m. $75 / hour Per hour as
maintenance that require onsite support. excluding holidays required
All support responses by City of Aubum Non business hours $110 / hour with Per incident as
technical support staff. one hour minimum required .
Note: COA technical support staff will not
respond without authorization from
Mayor, Police Chief or City Administrator.
Netmotion Client Software n/a Client billed at Per event
actual cost when
added to Algona
PC
Maintenance billed
at actual cost
when invoiced to
City of Aubum by
Netmotion
Virus Protecfion Software Na Yearly Yearly
maintenance billed
per machine at
actual cost when
invoiced to City of
INTERLOCAL AGREEMENT
February 1, 2011
Page 12 of 13
Aubum by
software vendor
INTERLOCAL AGREEMENT
February 1, 2011
Page 13 of 13