HomeMy WebLinkAboutRes-2018-015BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITIITAS
STATE OF WASHINGTON
RESOLUTION NO. 2018· () 15
RESOLUTION TO AUTHORIZE EXECUTION OF AN INTERLOCAL AGREEMENT
BETWEEN KITIITAS COUNTY AND KITICOM FOR IT HOSTING SERVICES BY THE COUNTY
WHEREAS, Chapter 39.34 of the Revised Code of Washington (RCW), the Interlocal
Cooperation Act, allows governmental agencies to enter into agreements that provide
for the efficient use of their powers and to cooperate with each other in providing
services; and
WHEREAS, Kittitas County and KITTCOM entered into an Interlocal Agreement dated August 5,
2008, for the purpose of providing the terms and conditions under which KITTCOM is to
provide specific and limited IT Hosting Services for Kittitas County; and
WHEREAS, Section 6.01 of that Agreement contemplates an exchange of services of like kind
between the County and KITTCOM and directs a separate agreement be entered
reflecting the reciprocation of IT hosting services by the County; and
WHEREAS, the parties have executed a separate agreement that details the terms and
conditions in which the County will host IT services for KITTCOM, which is attached
hereto and incorporated herein by reference; and
NOW THEREFORE, BE IT RESOLVED, that the Board of County Commissioners of Kittitas County,
Washington, hereby authorizes the execution of an Interlocal Agreement with KITTCOM
that is attached hereto, and incorporated herein by reference.
DATED this day of Fe b -mId. J~ ,2018, at Ellensburg, Washington.
BOARD OF COUNTY COMMISSIONERS
;ffl· S COU NTY, WASHINGTON
rd, Julie Kjorsvl
o Deputy Clerk of the Board, Mandy Buchholz
AGREEMENT BETWEEN KITTITAS COUNTY AND KITTCOM
FOR RECIPROCAL IT HOSTING SERVICES (Hosted Backup Solution)
This Agreement is made by and between Kittitas County, Washington, a political
subdivision of the State of Washington (the "County"), and KITICOM, a Washington municipal
corporation ("KITICOM").
WHEREAS, the County is a municipal corporation organized and existing under the
Washington State Constitution and the laws of the State of Washington, and particularly those
set forth at RCW Title 36; and
WHEREAS, KITICOM is a multi-jurisdictional public safety answering point services
provider jointly and cooperatively created and administered by various public agencies in
Kittitas County under the authority of an Interlocal Cooperative Agreement executed pursuant
to RCW Chapter 39.34; and
WHEREAS, the County and KITICOM wish to arrange for the County to provide specified
IT Hosting to support KITICOM; and
WHEREAS, the County's Board of County Commissioners authorized the execution of
this Agreement by action taken at a regular meeting; and
WHEREAS, KITICOM's Administrative Board authorized the execution of this Agreement
by action taken at a regular meeting; and
NOW, THEREFORE, in consideration of the premises and promises, terms and conditions
set forth below, it is hereby agreed as follows:
ARTICLE I
PURPOSE
1.01 Purpose. The purpose of this Agreement is to set forth the terms and conditions
under which the County will provide IT Hosting (Hosted Backup Solution) for KITICOM.
ARTICLE II
SERVICES
2.01 Services. The County shall provide KITTCOM with the services described in
Appendix A which are attached hereto and incorporated herein by reference and are intended
to assist KITICOM with a "hosted backup solution". IT hosting ("hosted backup solution") is
defined as an off-site co-location service in a secure environment.
2.02 Supplies Included. KITICOM agrees to provide the equipment and supplies
necessary to fulfill this Agreement as described in Appendix B which is attached hereto and
incorporated herein by reference.
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ARTICLE III
ADMINISTRATION
3.01 Administrator. The County IT Director shall be responsible for the administration
of this Agreement.
ARTICLE IV
DURATION, RENEWAL, AND TERMINATION OF AGREEMENT
4.01 Duration, Renewal, and Termination. This Agreement shall become effective
when executed by both parties and shall automatically renew annually unless terminated by
mutual written agreement of the parties. Either party may unilaterally terminate this
agreement at any time by providing 120 days written notice of termination to the other party.
ARTICLE V
COMPENSATION
5.01 Compensation. The County agrees to provide the services specified in Appendix A
and Appendix B as an exchange for the services of like kind and value contained in Section 6.01
of the previously executed Interlocal Agreement between the parties, which is attached hereto
and incorporated by reference.
ARTICLE VI
INDEMNITY
6.01 Claims. To the extent of its comparative liability, each party shall indemnify,
defend and hold the other party, its departments, elected and appointed officials, employees,
and agents, harmless from and against any and all claims, damages, losses and expenses,
including attorney's fees, for any bodily injury, sickness, disease, or death, or any damage to or
destruction of property, including the loss of use resulting therefrom, which are alleged or
proven to be caused in whole or in part by a negligent act or omission of its officers, directors,
and employees . This indemnification obligation shall not apply in the limited circumstance
where the claim, damage, loss and/or expense is caused by the sole negligence of either party.
ARTICLE VII
PERFORMANCE OF AGREEMENT
7.01 Compliance with All Laws. Each party shall comply with all federal, state and local
laws, rules, regulations and ordinances applicable to the performance of this Agreement,
including without limitation all those pertaining to wages and hours, confidentiality, disabilities
and discrimination.
7.02 Maintenance and Audit of Records. Each party shall maintain books, records,
documents and other materials relevant to its performance under this Agreement. These
records shall be subject to inspection, review and audit by either party or its designee, and the
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Washington State Auditor's Office. Each party shall retain all such books, records, documents
and other materials for the applicable retention period under federal and Washington law.
7.03 On-Site Inspections. Either party or its designee may evaluate the performance of
this Agreement through on-site inspection to determine whether performance is in compliance
with the standards set forth in this Agreement, and in compliance with federal, state and local
laws, rules, regulations and ordinances.
7.04 Improper Influence. Each party agrees, warrants, and represents that it did not
and will not employ, retain or contract with any person or entity on a contingent compensation
basis for the purpose of seeking, obtaining, maintaining or extending this Agreement. Each
party agrees, warrants and represents that no gratuity whatsoever has been or will be offered
or conferred with a view towards obtaining, maintaining or extending this Agreement.
7.05 Conflict of Interest. The elected and appointed officials and employees of the
parties shall not have any personal interest, direct or indirect, which gives rise to a conflict of
interest.
ARTICLE VIII
DISPUTES
8.01 Time. Time is of the essence of this Agreement.
8.02 Waiver Limited. A waiver of any term or condition of this Agreement must be in
writing and signed by the waiving party. Any waiver of a term or condition of this Agreement
shall apply only to the specific act, occurrence or omission and shall not constitute a waiver as
to any other term or condition or future act, occurrence or omission.
8.03 Attorney's Fees . If any legal action or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement, each party shall
pay its own attorney's fees incurred in that action, arbitration or proceeding.
8.04 Governing Law and Venue. This Agreement shall be governed exclusively by the
laws of the State of Washington. The Kittitas County Superior Court shall be the sole proper
venue for any and all suits brought to enforce or interpret the provisions of this Agreement.
ARTICLE IX
GENERAL PROVISIONS
9.01 Assignment. Neither party may assign its rights or delegate its duties under this
Agreement, whether by assignment, further, subcontract or other means. Any such attempted
assignment or delegation shall be void and shall constitute a material breach of this Agreement.
9.02 Entire Agreement. This Agreement constitutes the entire agreement between the
parties. There are no understandings or agreements between parties other than those set forth
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in this Agreement. No other statement, representation or promise has been made to induce
either party to enter into this Agreement.
9.03 Modification. This Agreement may not be amended, supplemented or otherwise
modified unless expressly set forth in a written agreement signed by the parties and adopted by
resolution of each party's legislative authority.
9.04 Invalid Provisions. The invalidity or unenforceability of any particular term or
provision of this Agreement shall not affect the validity or enforceability of any other term or
provision and, to the greatest extent possible, this Agreement shall be construed in all respects
as if such invalid or unenforceable term or provision was intentionally omitted.
9.05 Filing. Pursuant to RCW 39.34.040, this Agreement shall be filed by KITTCOM with
the Kittitas County Auditor prior to its entry into force. This Agreement shall also be filed with
the KITTCOM Administrative Board Secretary.
J n~'h Adopted this JL.. day of ren o
r"' Adopted this e day of j11CY'vt
Ad Istratlve Board Secretary
,2018
.2018
BOARD OF COUNTY COMMISSIONERS
l+f
Paul Jewell, Comm issi oner
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Appendix A
Scope of Work for the IT Hosting (Hosted Backup Solution) by Kittitas County
Kittitas County has a secure equipment room with rack space available to facilitate hosting
equipment to include a servers and network equipment.
In order to facilitate the hosting of equipment, Kittitas County will:
1) Provide 12 rack units, with the possibility of expansion.
2) 110 AC power outlets with UPS battery backup.
3) Twenty four houri seven day a week access limited to KITTCOM employees approved by
Kittitas County.
Appendix B
Scope of Work for the IT Hosting (Hosted Backup Solution) by KITICOM
KITTCOM will provide the equipment necessary to facilitate the backup.
In order to complete the backup, KITTCOM will:
1) Provide the servers and network equipment, and any other needed supplies or
equipment.
2) Provide a list of the approved personnel names and Washington State Identification
Number (SID).
3) An approved KITTCOM employee shall escort all vendor support technicians into the
Kittitas County facility.
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· .
"
AGREEMENT BETWEEN KITIITAS COUNTY AND KITTCOM
FOR IT HOSTING SERVICES
This Agreement is made by and between Kittitas County, Washington, a political
subdivision of the State of Washington (the "County"), and KITTCOM, a Washington
municipal corporation ("KITICOM").
WHEREAS, the County is a municipal corporation organized and existing under
the Washington State Constitution and the laws of the State of Washington, and
particularly those set forth at RCW Title 36;
WHEREAS, KITTCOM is a multi-jurisdictional public safety answering point
services provider jointly and cooperatively created and administered by various public
agencies in Kittitas County under the authority of an Interlocal Cooperative Agreement
executed pursuant to RCW Chapter 39.34; and
WHEREAS, the County desires to have KITTCOM provide specified IT Hosting
Services to support the County;
WHEREAS, KITTCOM has agreed to provide IT Hosting Services under the
terms and conditions of this Agreement;
WHEREAS, the County's Board of County Commissioners authorized the
execution of this Agreement by action taken at a regular meeting;
WHEREAS, KITTCOM's Administrative Board authorized the execution of this
Agreement by action taken at a regular meeting; and
NOW, THEREFORE, in consideration of the premises and promises, terms and
conditions set forth below, it is hereby agreed as follows:
ARTICLE I
PURPOSE
1.01 Purpose. The purpose of this Agreement is to set forth the terms and
conditions under which KITTCOM will provide specific and limited IT Hosting Services
for the County.
ARTICLE II
SERVICES
2.01 Services by KITTCOM. KITTCOM shall provide Kittitas County with the
services described in Appendix A which by this reference is hereby incorporated into
and made part of this Agreement. The services provided by KITTCOM to County are
intended to assist the County with a "hosted backup solution". IT Hosting ("hosted
backup solution") defined as an off site co-location service in a secure environment.
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2.02 Supplies Included. County agrees to provide the equipment and supplies
necessary to fulfill this Agreement as described in Appendix 8 which by this reference
is hereby incorporated into and made part of this Agreement.
ARTICLE III
ADMINISTRATION
3.01 Administrator. The KITTCOM Director shall be responsible for the
administration of this Agreement.
ARTICLE IV
DURATION AND RENEWAL
4.01 Duration and Renewal. This Agreement shall become effec~iye when
executed by both parties and shall automatically renew annually on A\..~tA.SI 51Vt .
Renewals are subject to the termination clause in Article V.
ARTICLE V
TERMINATION
5.01 Termination. This Agreement maybe terminated at anytime with the
mutual agreement of both parties. Should either party desire to unilaterally terminate
the agreement, the other party shall be notified by written notice not less than 120 days
prior to the date of termination.
ARTICLE VI
COMPENSATION TO KITTCOM
6.01 Compensation. KITTCOM agrees to provide the services specified in
Appendix A in return for an exchange for services of like kind and value which will
include an offsite secure location on County premises to establish a remote back up of
KITTCOM's UNIX server. KITTCOM and County will administer a separate agreement
and the County will support KITTCOM for the specified IT Hosting Services.
ARTICLE VII
INDEMNITY
7.01 Claims. To the extent of its comparative liability, each party shall indemnify,
defend and hold the other party, its departments, elected and appointed offiCials,
employees, and agents, harmless from and against any and all claims, damages,
losses and expenses, including reasonable attorney's fees, for any bodily injury,
sickness, disease, or death, or any damage to or destruction of property, including the
loss of use resulting therefrom, which are alleged or proven to be caused in whole or in
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.... \
, ,
part by a negligent act or omission of its officers, directors, and employees. It is further
provided that no liability shall attach to either party by reason of entering into this
contract except as expressly provided herein.
KITTCOM is offering the services specified on a best effort basis, and shall be held
harmless for any loss of data or damages to county's eqUipment due to circumstances
beyond the control of KITTCOM, such as, but not limited to, power loss, power surges,
lightening, smoke, fire; or problems encountered during any confidence testing of
KITTCOM's backup power systems .
ARTICLE VIII
PERFORMANCE OF AGREEMENT
8.01 Compliance with All Laws. Each party shall comply with all federal, state
and local laws, rules, regulations and ordinances applicable to the performance of this
Agreement, including without limitation all those pertaining to wages and hours,
confidentiality, disabilities and discrimination.
8.02 Maintenance and Audit of Records. Each party shall maintain books,
records, documents and other materials relevant to its performance under this
Agreement. These records shall be subject to inspection, review and audit by either
party or its designee, and the Washington State Auditor's Office. Each party shall
retain all such books, records, documents and other materials for the applicable
retention period under federal and Washington law.
8.03 On-Site Inspections. Either party or its designee may evaluate the
performance of this Agreement through on-site inspection to determine whether
performance is in compliance with the standards set forth in this Agreement, and in
compliance with federal, state -and local laws, rules, regulations and ordinances.
Furthermore, any county employee or representative who will be allowed unsupervised
access to the equipment room shall have completed the required FBIICJIS Technical
Security training and associated finger printing and background check.
8.04 Improper Influence. Each party agrees, warrants and represents that it
did not and will not employ, retain or contract with any person or entity on a contingent
compensation basis for the purpose of seeking, obtaining, maintaining or extending this
Agreement. Each party agrees, warrants and represents that no gratuity whatsoever
has been or will be offered or conferred with a view towards obtaining, maintaining or
extending this Agreement.
8.05 Conflict of Interest. The elected and appointed officials and employees of
the parties shall not have any personal interest, direct or indirect, which gives rise to a
conflict of interest.
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. . "
, I
ARTICLE ·IX
DISPUTES
9.01 Time. Time is of the essence of this Agreement.
9.02 Waiver Limited. A waiver of any term or condition of this Agreement must
be in writing and signed by the waiving party. Any waiver of a term or condition of this
Agreement shall apply only to the specific act, occurrence or omission and shall not
constitute a waiver as to any other term or condition or future act, occurrence or
omission.
9.03 Attorney's Fees. If any legal action or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement, each
party shall pay its own attorney's fees incurred in that action, arbitration or proceeding.
9.04 Governing Law and Venue. This Agreement shall be governed exclusively
by the laws of the State of Washington. The Kittitas County Superior Court shall be the
sole proper venue for any and all suits brought to enforce or interpret the provisions of
this Agreement.
ARTICLE X
GENERAL PROVISIONS
10.01 Assignment Neither party may assign its rights or delegate its duties
under this Agreement, whether by assignment, further, subcontract or other means.
Any such attempted assignment or delegation shall be void and shall constitute a
material breach of this Agreement.
10.02 Entire Agreement. This Agreement constitutes the entire agreement
between the parties. There are no understandings or agreements between parties other
than those set forth in this Agreement. No other statement, representation or promise
has been made to induce either party to enter into this Agreement.
10.03 Modification. This Agreement may not be amended, supplemented or
otherwise modified unless expressly set forth in a written agreement signed by the
parties and adopted by resolution of each party's legislative authority.
10.04 Invalid Provisions. The invalidity or unenforceability of any particular term
or provision of this Agreement shall not affect the validity or enforceability of any other
term or provision and, to the greatest extent possible, this Agreement shall be construed
in all respects as if such invalid or unenforceable term or provision was intentionally
omitted.
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10.05 Filing. Pursuant to RCW 39.34.040, this Agreement shall be filed by
KITICOM with the Kittitas County Auditor or, alternatively, listed by subject on a public
agency's web site or other electronically retrievable public source prior to its entry into
force. This Agreement shall also be filed with the KITTCOM Administrative Board
Secretary.
Adopted this ~ day o~,&ti008 KITTITAS COUNTY, WASHINGTON
BOARD OF COUNTY COMMISSIONERS ", ,
ABSENT
Mark D. McClain, Chair
~a-~-:-d-=----
A~ -~ee~ \\#\~\d ~,
Gregory L. Zempel, Prosecuting Attorney
Adopted this 12th day of June, 2008 KITTCOM
ATIEST:
~\!~~
Darlene A. Mainwaring
Administrative Board Secretary
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, . " .
Appendix A -Scope of Work for the IT Hosting to be provided by KITTCOM.
KITTCOM, within the KITTCOM secure equipment room, shall provide the following:
1) 12 Rack Units of rack space rack in an existing 19" two post rack.
2) Two outlets on a single branch breaker providing nominal 117VAC power from a
battery backed UPS. Load connected to this circuit shall not exceed
,:2, SOO watts continuous (not including startup surge). (The initial
provisioning of this circuit shall be paid for by the county.)
3) Heating and cooling for the space.
4) Access to connectivity through the existing I-Net electronics or fiber optics.
5) Twenty four hour -seven days per week access limited to Kittitas County
Information Services employees approved by KITTCOM.
Appendix B -Scope of Work for the IT Hosting to be provided by Kittitas County.
Kittitas County shall provide the following:
1) All IT equipment needed to accomplish the county's goal, including but not
limited to: the server, switch, tape library, tapes, 1 RU rack mount outlet strip (as
specified by KITICOM), and any other needed supplies, cabling, or equipment.
2)The cost of the initial provisioning of the UPS AC branch circuit to power the
County's equipment.
3) List of the approved personnel names and Washington State Identification
Number (SID).
4) An approved Kittitas County Information · Services employee shall escort and
supervise all Vendor support technicians when within the KITTCOM facility with
prior scheduling and approval by KITTCOM staff.
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