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Sno. Co. Info Srvcs. - Technology ServiceAfter recording return to CONFORMED COPY 2@@91020@632 15 PGS 10120009 3:13r @.00 SNOHOMISH COUNTY, 14HINGTON COUNTY DEPARTMENT: Information Services CONTACT PERSON: Larry Calter ADDRESS: 3000 Rockefeller Ave. Everett, WA 98201 TELEPHONE/FAX NUMBER: (425) 388-3739 / (425) 388-3999 PUBLIC AGENCY: City of Edmonds AGENCY CONTACT PERSON: Carl Nelson ADDRESS: 121 5th. Ave. North, Edmonds, WA 98020 TELEPHONE/FAX: (425) 754-7967/ (425) 771-0265 PROJECT: Information Technology Services AMOUNT: As specified in Supplemental Work Orders FUND SOURCE: City of Edmonds CONTRACT DURATION: Five (5) Years from date of Contract Execution INTERLOCAL AGREEMENT" TO PROVIDE INFORMATION TECHNOLOGY SERVICES THIS AGREEMENT is entered in by and between Snohomish County, a political subdivision of the State of Washington, through its Department of Information Services (hereinafter "SCDIS") and the City of Edmonds, a separate political subdivision of the State of Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 1 6.P,3 &-le -eq l to - ),-/- /4 061V" ,3--,'9' Washington (hereinafter "COE"), for the purpose of SCDIS providing information services to COE, WITNESSETH, that the parties agree as follows: WHEREAS Chapter 2.350 of the Snohomish County Code (SCC) provides for SCDIS to provide information services, information processing, proprietary software and purchased services to public agencies and cash -on -delivery customers; and WHEREAS COE is a "public agency" as that term is defined under the Interlocal Cooperation Act at RCW 39.34.020; WHEREAS, COE requires supplemental information technology services in order to connect to Washington State and Regional Information Systems and may, in the future, require specific, yet to be identified information processing systems and services. NOW, THEREFORE, this Interlocal Agreement sets out the terms and conditions for the provisions of information technology services by which SCDIS will provide to COE, the compensation to be paid therefore, and the mutual obligations of the Parties. 1. Scope of Information Services to be performed by SCDIS: SCDIS will provide information technology goods and information processing services according to fully executed Supplemental Work Orders (SWO) in substantially the same form as provided in Exhibit A, attached hereto and incorporated herein. Each SWO will include a description of the specific services to be provided, the term, and the costs of such service from quotation or from the published rate or fee schedule, and any other terms or conditions applicable to that service. A SWO shall be fully executed when signed by the County Executive and an authorized agent for COE. All SWO's are subject to the general terms and conditions of this Agreement. The scope of information technology goods and information services to be provided are limited to the following: A. Assisting in the planning, management, control, operation and use of integrated city, jurisdictional, government and County networks, telecommunications, information processing, systems and equipment required Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 2 by COE; Providing ISP (Internet Service Provider) services. B. Administration of yet to be identified centralized support systems and services for COE where they generally promote more efficient management and utilization of such services. C. Other functions as may be mutually agreeable; 2. Treatment of Assets. Computer application programs and other software systems furnished to COE by SCDIS are furnished on an "as is" basis with no representations or warranties regarding use or results including any warranties of merchantability or fitness for a particular purpose, unless indicated in an SWO for service. Title to all property furnished by SCDIS shall remain in SCDIS. Title to all property purchased by the COE for which COE is not reimbursed by SCDIS shall remain in COE. Title to all property purchased by COE for which COE is reimbursed by SCDIS and is used as component of services provided under this Agreement shall pass to and vest in SCDIS upon completion, termination, or cancellation of the relevant SWO or this Agreement. Any property of SCDIS furnished to the COE shall, unless otherwise provided in this contract, or approved by SCDIS, be used only for the performance of this Agreement or a SWO. The COE shall be responsible for any loss or damage to SCDIS property that SCDIS furnishes to the COE. If SCDIS property is lost, destroyed, or damaged, the COE shall immediately notify the SCDIS and shall take all reasonable steps to protect the property form further damage. 3. Surrender of Propg The COE shall surrender to SCDIS all property of SCDIS upon completion, termination, or cancellation of this Agreement. Conversely, SCDIS shall surrender to COE all property of COE upon completion, termination, or cancellation of this Agreement. Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 3 4. Time of Performance. This Agreement shall become effective upon signature by both parties and recording of the same with the Snohomish County Auditor as required by RCW 39.34.040 and shall remain in force for a period up to five (5) years, unless terminated earlier by either Party upon ninety (90) days prior written notice to the other Party. Compensation: COE may request an estimate or quotation of cost for proposed information technology goods or information processing services from SCDIS. Specific agreements addressing costs, term, schedules, and other factors will be described in an associated SWO developed from initial estimates or quotations. COE will pay SCDIS for services provided hereunder and as set out in SWO's. Charges for information technology, goods and information processing services under this agreement shall be based on the current published rate or fee schedule of the SCDIS in effect on the date of execution of this Agreement, unless the specific quotation described in the SWO provides otherwise. Unless, the SWO provides for a fixed rate or a different methodology to change a specific rate and/or fee, Rate and Fee schedules are subject to change at the discretion of the SCDIS, and shall be effective sixty (60) days after written notice of change is provided to the COE, postage paid in the US mail. The SCDIS will submit an invoice, or advice of charge, to COE monthly, or as defined in a SWO, detailing charges for services rendered during the preceding month. Payment is due in full upon receipt of the invoice by COE and becomes delinquent thirty (30) days thereafter. A late payment fee may be applied to any remaining balance sixty (60) days after receipt of invoice. Late payment charges, if any, will be imposed on the unpaid balance at a rate of one percent (1%) per month. S WO's with balances more than ninety (90) days past due may be terminated and services discontinued. Amounts disputed by the COE under the Section 7 of this Agreement are not subject to late payment charges. Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 4 6. Obligations of COE are as follows: As to all new COE acquisitions of any information technology equipment, software or systems to be serviced by SCDIS under this agreement, COE shall undertake such acquisitions in accordance with guidelines, standards or procedures established by SCDIS and shall secure written concurrence for any such procurement from the County Executive or his/her designee. Payment to SCDIS of all submitted invoices or advices of charge pursuant to the preceding section. 7. Mutual Covenants: COE will promptly notify the SCDIS in writing of issues regarding invoices, or of services which COE believes do not conform with the agreed upon terms of this Agreement and/or SWO, within thirty (30) days of receipt of invoice or performance of services whichever occurs later. Failure to give written notice within thirty (30) days after receipt of invoice or performance of services constitutes waiver of any objection to services or invoices. The parties shall attempt to resolve any issues arising under this Agreement and/ or any applicable SWO through negotiation and consultations. If that fails, the parties will seek to resolve disputes through the aid of a mutually selected, independent third party; When necessary, the parties shall modify the Agreement by a written amendment effective upon execution by both COE and County Executive or his/ her designee; Both parties understand that SCDIS retains discretion regarding the operation and allocation of the aggregate Information Processing capacity at its disposal, including the capacity covered by this Agreement. SCDIS agrees to allocate sufficient capacity to meet the existing processing requirements of COE. Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 5 SCDIS Review/Approval: Upon submittal of any request to execute a SWO or to perform optional services under any executed SWO, SCDIS may, following review by the SCDIS, agree to perform such work or reject it, or request such modification or additions as it deems appropriate; At the outset of performance of each SWO, or during performance of the SWO to the extent the same is modified by the Parties, SCDIS will either accept or reject COE systems and services as listed in the SWO. SCDIS will not bill COE until SCDIS has accepted service and/or system delivery responsibility. COE is not required to pay for services or systems until SCDIS accepts delivery responsibility for those services and/or systems. 9. Access to Books/Records: Each Party may, at reasonable times, and upon prior notification inspect the records of the other party relating to performance of this agreement. SCDIS and COE shall keep all records required by this contract in accordance with statutory archival requirements. 10. Indemnification and Hold Harmless: COE shall hold harmless, indemnify, and defend, at its own expense, SCDIS, its elected and appointed officials, officers, employees and agents, from any loss or claim for damages of any nature whatsoever, arising out of COE's performance of this Agreement, including claims by COE's employees or third parties, except for those losses or claims for damages solely caused by the negligence or willful misconduct of SCDIS, its elected and appointed officials, officers, employees or agents. Subject to the liability limitations stated in section 11 of this Agreement, SCDIS shall hold harmless, indemnify, and defend, at its own expense COE, its elected and appointed officials, officers, employees and agents, from any loss or claim for damages of any nature whatsoever, arising out of SCDIS's performance of this Agreement, including claims by SCDIS employees or third parties, except for those losses or claims for damages solely caused by the negligence or willful misconduct of COE, its elected and appointed officials, officers, employees or agents. Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 6 Subject to the liability limitations stated in section 11 of this Agreement, in the event of liability for damages of any nature whatsoever arising out of the performance of this Agreement by COE and SCDIS, including claims by COE's and SCDIS's own officers, officials, employees, agents, volunteers, or third parties, caused by or resulting from the concurrent negligence of COE and SCDIS, their officers, officials, employees, agents and volunteers, each party's liability hereunder shall only be to the extent of that party's negligence. 11. Limitation of Liability: In no event will SCDIS be liable for any special, consequential, indirect, punitive or incidental damages, including but not limited to loss of data, loss of revenue, or loss of profits, arising out of or in connection with the performance of SCDIS under this Agreement or any SWO hereunder, even if SCDIS has been advised of the possibility of such damages. 12. Compliance with Laws: SCDIS and COE shall comply with all applicable federal, state and local laws, rules, and regulations in performing this contract. COE will comply with SCDIS procedures and policies related to technology management and use of applicable County systems, applications and services. 13. Non -assignment: SCDIS and COE shall not assign any of the rights, duties, or obligations covered by this Agreement without the prior express written request and consent of each Party. 14. Conflicts between Attachments and Text: Should any conflicts exist between any attached exhibit/ SWO and the text of this Agreement, the text of this Agreement shall prevail. 15. Governing Law and Venue: This agreement shall be governed by the laws of the State of Washington and any lawsuit regarding this contract must be brought in Snohomish County Superior Court, Washington. 16. Severability: Should any clause, phrase, sentence or paragraph of this agreement be Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 7 declared invalid or void, the remaining provisions of this Agreement shall remain in full force and effect. 17. Recording: The parties shall file this Agreement with the Snohomish County Auditor pursuant to RCW 39.34.040. "SCDIS" SNOHOMISH COUNTY MARK SOINE By -� ut Executive_ County Executive Date A 1R- �D//�/01 "COE" CITY OF DMONDS By:441 a Ma r Date pprova cconune4 6 Larry Ca ter, "rector Snohomish County Department of Information Services Approved as to Form Only: �#ty Pr cutin TAttr ye 9. Interlocal Services Agreement between Snohomish County and the City of Edmonds Page 8 Exhibit A Supplemental Work Order Fiber Connectivity between the City of Edmonds and SCDIS This Supplemental Work Order (SWO) is executed by the Snohomish County Department of Information Services (SCDIS) and the City of Edmonds (COE) pursuant to the terms and condition ofthe Interlocal Agreement to Provide Information Technology Services (IA) executed on The parties acknowledge they have read and understand the terms and conditions therein. All rights and obligations of the parties shall be subject to and governed by the terms of the IA. This SWO sets forth the obligations of the parties with respect to SCDIS's provision of services to the COE. This SWO also serves as the Service Level Agreement between the COE and SCDIS. 1. Purpose and Scope of Work Purpose: SCDIS will provide the COE 2 RU space within Snohomish County's data center for the purpose of cross connections to State, County, and other participating agencies. Scope of Work: Facilitate access and interconnection support of fiber connectivity provided by the COE's vendor between the COE's facility and SCDIS data center for the purposes stated above. The specific services covered by this SWO include the "Primary" items listed in Appendix A — Services Listing and any item(s) directly "associated" with the "Primary" item after acceptance by SCDIS in accordance with section 5 of this SWO. 2. Term and Termination The term of this SWO is effective upon the date of execution by both parties for the period of five (5) years. If either party terminates the IA, then this SWO shall also be terminated. This SWO may be terminated for convenience by either party upon ninety (90) days' prior written notice. 3. Designated Points of Contact and Escalation Points. SCDIS's designated point of contact for the COE to request Support Services, contact Service personnel, request problem status updates, and receive problem resolutions is via the SCDIS Help Desk at (425) 388- 3378, Monday — Friday, 7:30 a.m. — 5:00 p.m. Schedule is subject to change by written notice from SCDIS. SCDIS Contacts and Escalation Points: Service Desk 425-388-3378 Service Desk Supervisor 425-388-3938 Networking / Telecom Supervisor (Secondary) 425-388-7171 Client Services Supervisor 425.388-3938 Systems Manager (Primary) 425-388-3212 Technology Coordinator 425-388-3904 Director: 425-388-3730 FAX: 425-388-3999 The COE's designated point of contact for SCDIS to send invoices, problem solve and otherwise conduct business shall be: Contact Information: COE Primary Contact: Carl Nelson (425) 754-7967 COE Secondary Contact: Mike Waters (425) 771-0219 4. Acceptance of Work SCDIS will invoice the COE for this work; and subsequently on a yearly basis for the monthly recurring costs of the Network / Integration services deliverables as specified in Appendix A of this SWO. Payment of invoices will indicate to SCDIS acceptance of work and services performed for the COE. 5. Declined Equipment No equipment is provided by this SWO. All equipment maintenance is the responsibility of the COE. 6. Pricing and Service Fees The pricing and fee schedule for services provided by SCDIS are outlined in Appendix A of this SWO. 7. Billing and Invoicing Billing and invoicing will be in accordance with procedures outlined in the IA. Customer will be billed yearly for services rendered. Customer will be billed in full for services rendered up to and including the date DIS receives Customer's cancellation or change request. 8. Modifications / Changes This SWO may be modified at any time upon mutual written agreement of the parties. All such modifications will be made as an amendment to this SWO and will take precedence over the original SWO. 9. Responsibilities and Service Level Expectations a. SCDIS Responsibilities: i. Provide the COE's fiber vendor a termination point for a single pair of single mode fiber. ii.Provide the COE 2Us of rack space and UPS power in SCDIS's Data Center for an Ethernet switch. iii. Provide path for fiber or single mode fiber between termination point and the COE's equipment. iv. Provide the COE access to the SCDIS Data Center during non -nal business hours (M -F, 8:00 AM — 5:00 PM). v. Provide emergency access to the SCDIS Data Center. b. The COE Responsibilities: i. Provide fiber connectivity between the COE and SCDIS data facilities. ii. 'Provide Ethernet Switching equipment for 2RU rack space within Snohomish County Data Center. iii. Maintenance of Ethernet Switching equipment. SCDIS takes no ownership when it comes to the repair of the COE owned equipment, SCDIS will provide escorted access to the Network Operations Center (NOC) between the hours of 6 am and 12:00 pm Monday Through Friday and 7 am to 3pm Saturdays. Access to Network Operations center after hours or on Sundays will result in a minimum three (3) hour charge at $100.00 per hour. Contact 425.388.3378 for access to the facility. 10. Emergency Response Network outage, multi-user outage/critical event, or COE is unable to conduct business. Response Time Hour The assigned primary response contact will make contact within 1 hour of receiving notification from either the Help Desk or Management. If contact is not made within ''/z hour the call receiver will contact the secondary support contact. If still unable to contact, the appropriate supervisor will be contacted. The assigned response contact will schedule network operations access as necessary. a) Priority Problem Response: Network is impaired, COE is still able to conduct business; no practical workaround exists. Response Time 3 Hour s The primary response contact will make contact with the customer. If contact is not made within 2 hours the call receiver will contact the secondary response contact. If still unable to contact, the appropriate supervisor will be contacted. The assigned response contact will schedule network operations access as necessary b) Routine Response: User is inconvenienced, or non -mission -critical application is impaired. Practical workaround exists. Response Time 3 Drys (Maxinnim) The primary response contact will respond to this category of call when all other service requests of higher priority have been answered. Every effort will be made to respond within 3 business days. This category of call includes but is not limited to, training issues, minor operational issues, and minor system inconveniences. Other: SWO Management Unless otherwise indicated, all correspondence regarding this SWO should be directed to: Primary the COE Contact: Carl Nelson 121 5th. Ave. North Edmonds, WA 98020 (425) 754-7967/ (425) 771-0265 Primary SCDIS Contact: J.D. Braathen 3000 Rockefeller Ave Everett, WA 98201-4060 (425) 388-7171 By their signatures, SCDIS and the COE hereby acknowledge and accept the terms and conditions of this SWO. Approved Print or Type Name CIO I Title I0 CD Date �la.r�oR.- (y'�2� T✓�12/�2-NKK Approved Snohomish County Executive Signature MARK S F Deputy Print or Type Nam�e f / � � O Title Date Appendix A The City of Edmonds Services List SCDIS will provide the following services at the prepaid support rate identified below. Each after hours request will incur a 3 hour minimum charge. An additional $200.00 per incident will be charged for each after hours incident management/access and response in excess to the contracted 12 hours. (Access to Data Center/SCDIS Assistance after hours). Note: Access during normal business hours will be covered under the Net Equipment Hosting service. Primary Services: Network Services: Services Owner Function and Qty Date of LOC Monthly Annual Identification Activation Charge charge Net Equipment After Hours Access Hosting 2 Rack Connectivity/Equipment 12 7/1/2009 SCDIS $75 $900.00 Unit Space, first hosting 12 7/1/2009 SCDIS $50.00 $600.00 4 cross connects Recurring Charges: $50.00 $600.00 Optional Support Services: Services Owner Function and Qty Date of LOC Hourly Annual Identification Activation Charge charge Net Equipment After Hours Access Access Credit to Equipment 12 7/1/2009 SCDIS $75 $900.00 Fixed Charges:. $900.00 Services Owner Function andQty Date of LOC Monthly Annual Identification Activation Charge charge Additional Cross Connects Cross Connects 6 N/A SCDIS $25 $300.00 $300.00 Appendix B Basic Services Basic Services include: Co -location of COE equipment within the Snohomish County Data Center. Co - location space has been established for Ethernet switching equipment and consists of 2 rack units. Hours of Service: Interactive: Monday through Friday 8:OOAM through 5:OOPM Maintenance: Monday -Friday *8:OOAM through 5:OOPM *Note: Saturday, Sunday, & Holidays Not Applicable. Resources may not always be available due to emergency and/or other contingencies. Scheduled Outage for Maintenance: Each Saturday between 7:00 am and 12:00 pm is scheduled for regular maintenance. This is essential to network health. Intermittent outages will occur during this period. If for some reason you will be working during those periods then please contact the Help Desk at 425.388.3378 so that they may advise Network and Systems Engineers of your situation. A. Net Services Infrastructure Support Services and Maintenance Provide services on SCDIS owned as needed for standard Transport Services to include all time and materials necessary to return this service and its associated equipment to working condition upon failure. These devices, and Transports will be owned, operated and configured by SCDIS. Provide Data Center Net Equipment Hosting of the COE owned equipment and transports in order to access SCDIS standard Transport Services: It will be incumbent on the COE to return this service and its associated equipment to working condition upon failure. These devices, and Transports will be owned, operated and configured by the COE. Purchase Delivery and Installation The COE will purchase, prepare and deliver mutually agreed upon Ethernet Switching equipment for placement in the Snohomish County Data Center. Warranty Repair Assistance Warranty and Repair of COE electronics is solely the responsibility of COE. Help -Desk Dispatch and Telephone Support SCDIS will provide a single -point service to report suspected SCDIS problems which might involve SCDIS owned equipment and Transports and to assist with Data Center access and escort arrangements. Logging calls and dispatching the appropriate resources as necessary for on-site resolution/escort. Provide telephone support to assist the COE in the restoration of SCDIS Contracted Services. The COE agrees to utilize this service to help insure that requests for assistance are proactively tracked and managed consistent with County practices. Basic Assistance Basic assistance is limited to efforts deemed reasonable by SCDIS to encourage and promote the sharing of knowledge and information consistent with building cooperative services of interest to both the COE and SCDIS. In the event that SCDIS deems requests for assistance are beyond the scope of this SWO, SCDIS will work with the COE to develop and recommend approaches to meet the COE requirements.