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HomeMy WebLinkAbout4942 RESOLUTION NO. 4 9 4 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF AUBURN AND THE CITY OF ALGONA FOR INFORMATION SERVICES TECHNOLOGY WHEREAS, RCW 39.34 authorizes public agencies to enter into interlocal agreements; and WHEREAS, the City of Algona has the need for professional information technology services; and WHEREAS, the City of Auburn 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 Auburn and the Auburn City Clerk are hereby authorized to execute an Interlocal Agreement between the City of Auburn and the City of Algona for Information Technology Services in substantial conformity with the Agreement attached 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. Section 3. This Resolution shall be in full force and effect upon passage and signatures hereon. ------------------------------------- Resolution No. 4942 April 22, 2013 Page 1 of 2 Dated and Signed this day of -G1J , 2013. ITY OF AUBU PET R B. LEWIS, MAYOR ATTEST: Danielle E. Daskam, City Clerk APP TO FO n Daniel B. Heid, City Attor y Resolution No.4942 April 22, 2013 Page 2 of 2 CITY OF AUBURN —CITY OF ALGONA INTERLOCAL AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES THIS INTERLOCAL AGREEMENT made and entered into, pursuant to the Oterlocal Coo eration Act, Chapter 39.34 of the Revised Code of Washington, on the Y'r day of 4�4� , 2013, by and between the CITY OF AUBURN, a municipal cor ration of the State of Washington (hereinafter referred to as "Auburn"), 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 to 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 Auburn agrees to perform for Algona, in a good and professional manner the tasks described on Exhibit B which is attached hereto and by this reference made a part of this Agreement. (The tasks described on Exhibit B 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, to have entered into any partnership, joint venture, employment or other relationship with Algona. Auburn shall perform the services described in Exhibit B 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 B and the compensation listed in this Agreement, and further provided that Auburn has the time and resources to provide such additional services and is willing to provide such services, a contract amendment shall be set forth in writing and shall be executed by the respective parties prior to Auburn's performance of the additional IT services, except as may be provided to the contrary in Section 3 of this Agreement. 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 INTERLOCAL AGREEMENT April 16, 2013 Page 1 of 10 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 subject 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. Auburn hereby agrees that it shall perform such services 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 B. Algona's designee shall have complete authority to transmit instructions, receive information, interpret and define Algona's policies and decisions with respect to the services, except in the event of an emergency as described in Exhibit B. b. Furnish Auburn 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 Auburn and render decisions regarding such documents in a timely manner to prevent delay of the services. 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 INTERLOCAL AGREEMENT April 16, 2013 Page 2 of 10 professional standard acceptable to Algona. 6. COMPENSATION Compensation for Auburn's performance of the services provided for herein are attached hereto as Exhibit C and by this referenced made a part of this Agreement. Monthly rate shall be increased to $525.00 per month based on 2012 help desk requests, not to exceed 125 help desk tickets annually. Annual sum shall be increased January 1, 2014 with advance notice given to Algona, and each January 1 thereafter, by an amount equal to 5% or the most recent Seattle-Tacoma-Bremerton Consumer Price Index - U whichever is greater for the term of this Agreement. Auburn shall submit to Algona a monthly invoice and Algona shall process the 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 Auburn shall perform the services provided for herein in accordance with the direction and scheduling provided in Exhibit B, unless otherwise agreed to in writing by the parties. The term of this Agreement shall be in effect for three (3) years beginning January 1, 2013 through December 31, 2016 and may be extended thereafter by written agreement of the Parties not later than 60 days prior to term end. It is provided, however, that either party may cancel this Agreement upon sixty (60) days written notice to the other party consistent with Paragraphs 11 and 12 of this Agreement. 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 Products") shall be owned by and become the property of Algona, and may be used by Algona for any purpose beneficial to Algona. Public records requests shall be the responsibility of Algona; however, Auburn may assist at Algona's request at hourly rates provided under Exhibit C for onsite support. 9. RECORDS INSPECTION AND AUDIT All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by Algona for a period of up to three (3) INTERLOCAL AGREEMENT April 16, 2013 Page 3 of 10 years from the final payment for work performed under this Agreement. 10. CONTINUATION OF PERFORMANCE In the event that any dispute or conflict arises between the parties while this Contract is in effect, Auburn agrees that, notwithstanding such dispute or conflict, Auburn shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. Provided that, if Algona fails to pay for the services provided by Auburn, Auburn can cease providing such services until payment is made. 11. ADMINISTRATION OF AGREEMENT This Agreement shall be administered by Ron Tiedeman, Innovation and Technology 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 served on or mailed to the following addresses: CITY OF AUBURN CITY OF ALGONA Innovation & Technology City Administration Ron Tiedeman Diana Quinn 25 W Main St 402 Warde St. Auburn, WA 98001-4998 Algona, WA 98001 Phone: 253-288-3160 Phone: 253-833-2897 Fax: 253-804-3116 Fax: 253-939-3366 E-mail: rtiedeman @auburnwa.gov E-mail: dianag(D_algonawa.gov 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, return receipt requested, and addressed, if to a party 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 throughout the duration of this Agreement comprehensive general liability insurance with a minimum coverage of $1,000,000.00 per occurrence/aggregate for personal injury and property INTERLOCAL AGREEMENT April 16, 2013 Page 4 of 10 damage. This requirement shall be deemed satisfied by evidence of Algona's membership in a municipal self-insurance pool, including evidence of limits of coverage's, exclusions and limits of liability satisfactory to Auburn. Auburn shall maintain in full force throughout the duration of this Agreement comprehensive general liability insurance with a minimum coverage of $1,000,000.00 per occurrence/aggregate for personal injury and property damage. This requirement shall be deemed satisfied by evidence of Auburn's membership in a municipal self-insurance pool, including evidence of limits of coverage's, exclusions and limits of liability satisfactory to Algona. 14. INDEMNIFICATION a. Algona shall indemnify and hold Auburn and its agents, employees, and/or officers, 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 Auburn, 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 Auburn, its agents, employees and/or officers from any claims arising from the sole negligence of Auburn, 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. Auburn shall indemnify and hold Algona and its agents, employees, and/or officers, 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 Algona arising out of, in connection with, or incident to the execution of this Agreement and/or Auburn'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 Auburn; and provided further, that nothing herein shall require Auburn to hold harmless or defend Algona, its agents, employees and/or officers from any claims arising from the sole negligence of Algona, its agents, employees, and/or officers. No liability shall attach to Algona by reason of entering into this Agreement except as expressly provided herein. 15. WAIVER OF SUBROGATION INTERLOCAL AGREEMENT April 16, 2013 Page 5 of 10 Algona and Auburn hereby mutually 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 Auburn. 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 consent of the other party. 18. ATTORNEYS' FEES If either party shall be required to bring any action to enforce any provision of this Agreement, or shall be required to defend any action 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 attorney's fees in the trial court and in any appellate courts. 19. NONDISCRIMINATION Each of the parties, for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that it will comply with pertinent statutes, 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. 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. INTERLOCAL AGREEMENT April 16, 2013 Page 6 of 10 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. Operational review and service meetings shall be held every six (6) months, with representatives from both cities to review and discuss service and support delivery. 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 of this Agreement or the application of such term or provision to persons or circumstances other 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 the parties. There are no terms, obligations, covenants or conditions 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 Auditor's Office and the respective Clerks of the parties hereto. INTERLOCAL AGREEMENT April 16, 2013 Page 7 of 10 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. CITY OF A URN CITY OF ALGONA Peter B. Lewil Print Name: -DAy t0 it WU- Auburn Mayor Title: MA 902 Attest: Attest: Print Na e: t vt 1A Danielle Daskam, Title. Auburn City Clerk App ve as to Approved as to form: iel B. Heid Print Name: i,�` L S - Auburn City Attorney Title: C l� -ff,-,A <�yvk �iJ:� '� �Lt✓L INTERLOCAL AGREEMENT April 16, 2013 Page 8 of 10 EXHIBIT B SCOPE OF SERVICES Services Provided: • General network and desktop support • Operating system patch management • Virus protection software management • Technical recommendations Requesting support: All requests for service should be emailed to helpdesk(D_auburnwa.gov. The request will be forwarded to City of Auburn technical staff for resolution. Persons authorized to request support on a non-emergency basis are City of Algona staff and designees. Service levels: For requests e-mailed Monday through Friday from 7:00 am to 5:00 pm, we will try to respond within 30 minutes. During high call volumes, we will assist you as soon as possible. With authorization by Mayor, 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(c�auburnwa.gov 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 of Auburn will assist and provide recommendations on network security but security remains the responsibility of City of Algona. • City of Auburn will assist and provide recommendations on hardware and software purchases. All hardware and software purchases are the responsibility of City of Algona. Billing: Monthly charges for service are based on 2012 help desk ticket totals currently 97, and not to exceed 125 tickets annually. In the event annual tickets exceed 125 tickets, City of Algona agrees to negotiate these additional services which may include mutually agreed adjustments to monthly service charges. 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 service and the department where the service was performed. INTERLOCAL AGREEMENT April 16, 2013 Page 9 of 10 EXHIBIT C COST OF SERVICES $uppon°,Function Operating:Hours Billing;:rate Monthlycost . General Network and desktop M - F, 7 a.m. - 5 p.m. $525.00/month $525.00 maintenance and support including excluding holidays effective June 1, operating system patch management, 2013 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. $75.00/hour Per hour as maintenance that require onsite support. excluding holidays required All support responses by City of Auburn Non business hours $110.00/hour Per incident as technical support staff. with one hour required minimum Note: COA technical support staff will not respond without authorization from City of Algona 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 Auburn by Netmotion Virus Protection Software n/a Yearly Yearly maintenance billed per machine at actual cost when invoiced to City of Auburn by software vendor INTERLOCAL AGREEMENT April 16, 2013 Page 10 of 10