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CC AGR 04-061 .' e e TABLE OF CONTENTS I. RECITALS II. PURPOSE OF AGREEMENT III. DEFINITIONS IV. RELATIONSHIPS BETWEEN CITIES A. PRINCIPLES B. TERM AND TERMINATION C. CHANGES D. PAYMENTS E. DEFAULT AND DISPUTE RESOLUTION IV. ADDITIONAL TERMS AND CONDITIONS A. LAWS, LICENSES, AND PERMITS B. PERFORMANCE C. FORCE MAJEURE D. NO WAIVER E. SEVERABILITY F. RIGHTS CUMULATIVE G. HEADINGS H. APPLICABLE LAW AND VENUE I. INDEMNIFICATION J. INSURANCE K. NOTICES L. MODIFICATION OR AMENDMENT M. EXECUTED IN COUNTERPARTS . Addendum A: Agreement to Share Message Switch Hardware and Software Addendum B: Staff Costs 1 1 1 2 2 2 2 2 3 4 4 4 4 4 5 5 5 5 5 6 6 7 7 8 2 i Terms and Conditions for Sharing of Fiber Optic Installation Projects March 9, 2004 e e IV. RELATIONSHIPS BElWEEN CITIES A. PRINCIPLES 1. Participation in resource and cost sharing projects is voluntary except as required by this Agreement. Acquisition, holding and disposal of any real and personal property will be done in conformity with the law of the parties to this agreement 2. Arrangements for cooperation should be fair and equitable among the cities. " 3. No new or separate legal or administrative entity is created to administer the provisions of this Agreement. The party to this Agreement responsible for the joint administration of any joint undertaking shall be determined on a case by case basis. B. TERM AND TERMINATION This Agreement shall become effective upon execution and shall continue for a period of five (5) years, and renew for an additional five (5) years upon the agreement of the parties. This agreement may be terminated by either party without cause on provision of 120 days written notice. Upon termination, any jointly acqUired property will be divided between the parties on an equitable basis. As a starting point for negotiations of a renewal Agreement, the Participating Agencies will use this Agreement as the framework for further negotiations. C. CHANGES Either City shall have the right to propose changes to this Agreement, which must be approved by both cities and attached as an addendum to this agreement. D. PAYMENTS Cities shall pay all amounts owed to each other within forty-five (45) days of receipt of billing. If a City disputes all or a part of the payment owed to the other city, then such dispute shall be resolved through the Dispute ResolutioR process identified in this Agreement. 2 Terms and Conditions for Sharing of Fiber Optic Installation Projects e e I. RECITALS WHEREAS, the City of Kirkland and the City of Bothell, by interlocal agreement, have chosen to purchase and implement Automated Police Systems from the same vendor, New World Systems, and . WHEREAS, the City of Kirkland and the City of Bothell desire to share costs and resources in reasonable ways that benefit both cities Automated Police Systems implementation projects and therefore wish to enter into this Interlocal Agreement ("the Interlocal Agreement") authorized under Chapter 39.34 of the Revised Code of Washington; and WHEREAS, the City of Kirkland and the City of Bothell hope to act as technical backup centers for each other for automated dispatch and other Police Systems support under the Interlocal Agreement, Therefore, the parties agree as follows: II. PURPOSE OF AGREEMENT This Interlocal Agreement provides a framework for how the Cities of Kirkland and Bothell plan to work together to reduce costs, share resources, and assist each other in reasonable fashions to assure successful implementation of Automated Police Systems in both cities. It is intentionally structured to govern the working relationship between the cities and to allow for new opportunities to be identified, costed, and agreed to as addenda to this Agreement. III. DEFINITIONS Whenever used in this Agreement with initial letters capitalized, the following terms shall have the. following specified meanings, unless the context clearly requires a different meaning: A. Agreement .Refers to this document, General Terms and Conditions For Sharing Costs and Resources Regarding Police Systems Technology B. Automated Police Systems Police Computer Aided Dispatch, Records Management, Mobile, and other related modules purchased by each city from New World Systems. This also includes associated network and hardware, and may include software from vendors other than New World Systems. It may also include software from the State of Washington as new capabilities are added. 1 Terms and Conditions for Sharing of Fiber Optic Installation Projects .. e e E. DEFAULT AND DISPUTE RESOLUTION The Cities desire, if possible, to resolve disputes, controversies and claims ("Disputes") arising out of this Agreement without litigation. To that end, if either City believes that the other City has failed to perform any obligation under this Agreement or has performed such obligation in a manner inconsistent with this Agreement, then the City shall provide written notice to the other City, stating with reasonable specificity the nature of the Dispute. Thereafter, each City shall appoint a knowledgeable, responsible management representative to meet within thirty (30) days of the date of the written notice and negotiate in good faith to resolve any Dispute, The Cities intend that these negotiations be conducted by non-lawyer, business representatives. The discussions shall be left to the discretion of the representatives. To the extent allowed by law, the Cities agree that the discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in any action or proceeding arising under or concerning this Agreement without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in any such action or proceeding. If the negotiations between the Cities do not resolve the Dispute within sixty (60) days of the initial written request, the Dispute shall be submitted to non-binding mediation with a mediator chosen by mutual agreement of the parties or, in the absence of such agreement, with Judicial Dispute Resolution, LLC. Each City shall bear its own cost ofthese Dispute resolution procedures. Nothing in this paragraph precludes either City from seeking relief from King County . Superior Court should mediation efforts be unsuccessful. 3 Terms and Conditions for Sharing of Fiber Optic Installation Projects e e IV. ADDITIONAL TERMS AND CONDITIONS A. LAWS, LICENSES, AND PERMITS All work done under this Agreement shall comply with all applicable federal, state, and local laws. B. PERFORMANCE Each City will perform all of its obligations under this Agreement in a reasonable and timely manner. The standard for such performance will be the normal industry standard in the relevant market. Where any City's approval, satisfaction, authorization, or similar approval is required, it will be forthcoming in a timely manner and will not be unreasonably withheld. C. FORCE MNEURE Any City may suspend performance under this Agreement and such non- performance will be excused where performance is rendered impossible or impracticable for reasons beyond the City's reasonable control, such as, but not limited to, acts of nature, war or warlike operations, civil commotion, riot, labor dispute including strike, walkout, or lockout, sabotage, or superior governmental regulation or control. Upon removal or termination of the force majeure event, the City claiming force majeure shall promptly perform the affected obligations in an orderly and expedited manner or procure a substitute for such obligation. The City shall use all reasonable efforts to eliminate or minimize any delay caused by a force majeure event. D. NO WAIVER No term or provision hereof shall be deemed waived or consented to, and no breach excused unless such waiver or consent shall be in writing and signed by the City claimed to have waived or consented. Failure of a City to insist upon strict performance of any of the terms, conditions, or obligations of this Agreement shall not be a waiver of any other term, condition, covenant or obligation, or of any subsequent default by breach of the same or other term, condition, covenant or obligation contained herein by anyone or more particular Cities, nor shall such action or inaction by anyone or more Cities be constructed as to bind or prejudice the other City. 4 Terms and Conditions for Sharing of Fiber Optic Installation Projects e e E. SEVERABILITY In the event any section, sentence, clause, or phrase of this Agreement is adjudicated to be invalid or illegal by a court of last resort and of competent jurisdiction, the remainder of the Agreement shall be unaffected by such adjudication and all other provisions shall remain in full force and effect as though the section, clause, or phrase so adjudicated to be invalid had not been included herein. The Cities agree to then negotiate, in good faith, a replacement section, sentence, clause, or phrase which is legal and most closely represents the original intent of the Cities. . F. RIGHTS CUMULATIVE The rights and remedies of the Cities provided for under this Agreement are in addition to any other rights and remedies provided by law. The failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. The use of one remedy shall not exclude or waive the right to use another. . G. . HEADINGS The titles of sections are for convenience only and do not define or limit the contents. H. APPLICABLE LAW AND VENUE This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and venue of any action brought hereunder shall be in the Superior Court for King County. I. INDEMNIFICATION The City of Bothell shall indemnify and hold harmless the City of Kirkland and its officers, agents and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, by reason of or arising out of any act of omission of the City of Bothell, its officers, agents and employees, or any of them, in the performance of this Agreement. In the event that any such suit based upon such claim, action, loss of damage is brought against the City of Kirkland, the City of Bothell shall defend the same at its sole cost and expense. If final judgment be rendered against the City of Kirkland and its officers, agents and employees, or any of them, or jointly against the City of Kirkland and its officers, agents and employees, or any of them, or jointly against the City of 5 Tenns and Conditions for Sharing of Rber Optic Installation Projects e . Kirkland and the City of Bothell and their respective officers, agents and employees, or any of them, the City of Bothell shall satisfy the same. The City of Kirkland shall indemnify and hold harmless the City of Bothell and its officers, agents and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, by reason of or arising out of any act or omission of the City of Kirkland, its officers, agents and employees, or any of them, in the performance of this Agreement. In the event that any suit based on such claim, action, loss or damage is brought against the City of Bothell, the City of Kirkland shall defend the same at sole costs and expense. If final judgment be rendered against the City of Bothell and its officers, agents and. employees, or any of them, or jointly against the City of Bothell and the City of Kirkland and their respective officers, agents and employees, or any of them, the City of Kirkland shall satisfy the same. It is further speCifically and expressly understood that the indemnification provided herein includes Bothell's waiver and Kirkland's waiver of immunity under Industrial Insurance, Trtle 51 RCW, but solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. J. INSURANCE Each city agrees to provide the other with evidence of insurance coverage. Each city shall obtain and maintain coverage in minimum liability limits of ONE MilLION DOLLARS ($l,OOO,OOO) for its liability exposure, including comprehensive general liability, errors and omissions, auto liability and police professional liability. K. NOTICES All Notices under the Agreement, and other materials to be delivered hereunder, shall be in writing and shall be delivered or mailed to the following: To the City of Kirkland: Kassie T adsen Public Safety Systems Analyst City of Kirkland 123 5" Avenue Kirkland, WA 98033 ktadsen@ci.kirkland.wa.us 425 828 8757 6 Terms and Conditions for Sharing of Fiber Optic Installation Projects . e To City of Bothell: Micki Donovan-Sved Support Services Manager City of Bothell 18410 101" Avenue NE Bothell, WA 98011 micki .donovan-sved@ci.bothell.wa.us 425487-5559 L. MODIFICATION OR AMENDMENT No modification to or amendment of the provisions of the Agreement shall be effective unless in writing and signed by authorized representatives of the Cities. The Cities expressly reserve the right to modify any agreement, from time to time, by mutual agreement. M. EXECUTED IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. IN WITNESS WHEREOF, the parties hereto have executed these General Terms and Conditions For Sharing Costs and Resources Regarding Police Systems Technology A~2~ __ City Attorney -1C1r/dafld . Manny Ocampo ~-J.erl m City Manager, City of Bothell :l-&101 Date City Attorney' L?bUhel/ Approved as to Form: 7 Terms and Conditions for Sharing of Fiber Optic Installation Projects e e Addendum A: Agreement to Share Message Switch Hardware and Software The Cities of Kirkland and Bothell have agreed to share a single message switch to facilitate traffic back and forth between the mobile modules of New World Systems and other public safety services such as those provided by the State of Washington. These costs will be shared so that each agency pays half of the total purchase and ongoing costs. Maintenance has been purchased in advance, at a considerable cost savings, and so all costs will accrue to each city in 2003. Software maintenance will be required after the initial three years if the same server is left in service. Purchase Costs: Hardware 17029 6C3 Pseries 615\ $7 753.50 Media Char"e for oneratin" svstem 50.00 Three vears of software sunnort (bundled) 1 008.45 Three vears of software subscrintions Ibundled! 336.15 Hardware Maintenance 15 Years\ 6 231.23 Tax 1309.03 Total $16688.36 Total for each city: $8,334.18 In addition, Bothell will reimburse the City of Kirkland for SmartNet Maintenance for the router used to connect the leased line to City Hall at the rate of the total cost for the router divided by the number of ports times one (to capture the actual price to support Bothell's connectivity). For 2004, this is $260.16. Since connectivity either via the iNet or by dedicated fiber may become possible in the future, and have no associated router maintenance cost, we will bill for this service annually. The hardware and software was ordered by and paid for by the City of Kirkland, who will bill the City of Bothell for $8,334.18 for the Message Switch and $260.16 for router maintenance for a total of $8534.94. 8 Terms and Conditions for Sooting of AbeT Optic Installation Projects ..' e e Addendum B: Staff Costs Both the cities of Kirkland and Bothell agree to share, at no cost to each other, the required time to manage the joint installation process under the assumption that successful implementations in each city benefits the other city. Staff costs over and above this task will be billed for the city providing the staff at that city's usual rates. Examples of costs that might be billed are speCific information technology or police staff help that can reasonably be construed as work performed by one entity for the direct purpose of benefiting the other entity, and which would otherwise not have to be done. Both cities have particular expertise in various areas and either may request staff assistance from the other based on this addendum and subject to approval by both cities. Billable work must be approved in advance. Kirkland's rates are derived by multiplying the "C" step of the position by 2.04 in order to account for overhead and benefits. Bothell's rates are derived by multiplying the 7 step in the "E" range of the position by 2.04 in order to account for overhead and benefits.