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15-156.00 Data Processing Applications & Svcs INTERLOCAL AGREEMENT BETWEEN SPOKANE COUNTY AND CITY OF SPOKANE VALLEY REGARDING DATA PROCESSING APPLICATIONS AND SERVICES THIS AGREEMENT,made and entered into by and between Spokane County,a political subdivision of the State of Washington, having offices for the transaction of business at 1116 West Broadway Avenue, Spokane, Washington 99260, hereinafter referred to as "COUNTY" and the City of Spokane Valley, a municipal corporation of the State of Washington,having offices for the transaction of business at 11707 E Sprague Ave., Suite 106, Spokane Valley, WA 99206, hereinafter referred to as "CITY,"jointly hereinafter referred to as the "PARTIES." The COUNTY and CITY agree as follows. SECTION NO. 1: RECITALS AND FINDINGS (a) The Board of County Commissioners of Spokane County, Washington has the care of County property and the management of county funds and business under RCW 36.32.120(6). (b) Counties and cities may contract with each other to perform certain functions which each may legally perform under chapter 39.34 RCW(Interlocal Cooperation Act). (c) Spokane County has created an Information Systems Department ("ISD") which provides various data processing applications and services to Spokane County elected officials and departments. (d) The City of Spokane Valley desires to contract with Spokane County to obtain through ISD certain data processing applications and services. SECTION NO. 2: DEFINITIONS (a) Agreement: "Agreement" means this Interlocal Agreement between the CITY and COUNTY regarding certain data processing applications and services. (b) City: "CITY"means the City of Spokane Valley. (c) Compensation: "Compensation means that methodology set forth in Exhibit 2 used to establish the amount of money which the CITY will pay the COUNTY for providing Services. (d) County: "COUNTY"means Spokane County. (e) GIS: "GIS"means Geographic Information System. (1) ISD: "ISD"means the COUNTY Information Systems Department. (g) Services: "Services"means those services identified in Exhibit 1. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 1 of 12 (h) STORMBILL: "STORMBILL" means the application and database used to generate and manage the CITY's storm water parcel fees. (i) WEBPADAL: "WEBPADAL" means the Spokane County Assessor's parcel database application,with integrated GIS map display. (j) Uncontrollable Circumstances: "Uncontrollable Circumstances"means the following events: riots, wars, civil disturbances, insurrections, acts of terrorism, external fires and floods, volcanic eruptions, lightning or earthquakes at or near where the Services are performed and/or that directly affect providing of such Services. SECTION NO.3: PURPOSE The purpose of this Agreement is to reduce to writing the PARTIES' understandings as to the terms and conditions under which the COUNTY, through the ISD, will provide Services to the CITY. It is the intent of the PARTIES that Services to be provided by the COUNTY will be consistent with the CITY'S Council/Manager form of government provided for in chapter 35A.13 RCW. SECTION NO. 4: DURATION/WITHDRAWAL This Agreement shall commence on the last date that the Agreement is executed by the PARTIES and shall run through 12:00 P.M. on December 31, 2016 unless one of the PARTIES provides written notice of termination. At the conclusion of the initial term, this Agreement shall automatically be renewed from year-to- year thereafter effective 12:01 P.M. on January 1St to 1200 P.M. on December 31st up to a maximum of ten(10)years. All renewals shall be subject to all terms and conditions set forth herein except for Exhibit 2. Any Party may withdraw at any time from this Agreement for any reason whatsoever upon a minimum of 180 days written notice as provided for in Section 7 to the other Party. SECTION NO. 5: COST OF SERVICES AND PAYMENTS The CITY shall pay the COUNTY the actual costs for Services provided under this Agreement as set forth in Exhibit "2". Costs set forth in Exhibit "2" are at current rates and are subject to change. Actual costs will include the actual direct labor, supervision, employee benefits, equipment, materials and supplies, and overhead costs. The COUNTY will bill the CITY for the cost of Services monthly or annually as outlined in Exhibit "2". COUNTY will bill CITY for monthly billings by the 15th of the month for the previous month. Payments by the CITY will be due by the 5th day of the following month. COUNTY shall bill the CITY for annual billings by the 10th of January for the previous year. Payments by the CITY shall be due by the 5th day of February. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 2 of 12 The COUNTY, at its sole option, may charge interest on any late payment calculated on any lost interest earning had the amount due been invested since the date due to the date of payment in the COUNTY's investment pool. SECTION NO. 6: RELATED RESPONSIBILITIES IN CONJUNCTION WITH PROVIDING SERVICES The COUNTY and CITY or their designee agree to attend staff meetings as requested by the CITY Manager. The COUNTY and CITY or their designees agree to meet upon request by the CITY Manager or his/her designee to discuss any Service provided under the terms of this Agreement. CITY agrees to facilitate COUNTY providing Services under this Agreement as follows: (a) Confer on COUNTY the authority to perform the GIS and mapping maintenance services within CITY; (b) Agree that when COUNTY provides Services, ISD may exercise all the powers and perform all the duties vested by law or by resolution in the CITY or other officer or department charged by CITY with data processing services; and (c) Agree that the CITY shall be responsible for providing workspace and furnishing phones, desk, chair and other items deemed necessary for GIS staff person to perform their work at their site. SECTION NO. 7: NOTICE All notices or other communications given hereunder shall be deemed given on: (1) the day such notices or other communications are received when sent by personal delivery; or (ii) the third day following the day on which the same have been mailed by first class delivery, postage prepaid addressed to the COUNTY or the CITY at the address set forth below for such Party, or at such other address as either Party shall from time-to-time designate by notice in writing to the other Party: COUNTY: Spokane County Chief Executive Officer or his/her authorized representative 1116 West Broadway Avenue Spokane, Washington 99260 CITY: City of Spokane Valley City Manager or his/her authorized representative 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 3 of 12 ISD: Spokane County ISD Director 815 N. Jefferson Spokane, Washington 99260 SECTION NO.8: RECORDS REVIEW The COUNTY shall maintain for six (6) years any billing statements and other similar business records with respect to this Agreement. The CITY shall be allowed to conduct random reviews of the records generated by the COUNTY in performance of this Agreement. The CITY shall provide the COUNTY with reasonable advance notice of the records reviews. The PARTIES agree that they shall make best efforts to achieve a resolution of any potential records confidentiality issues, including entering into confidentiality agreements or other similar mechanisms that will allow disclosure of the necessary information to accurately conduct a records review. SECTION NO. 9: COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same. SECTION NO. 10: ASSIGNMENT No Party may assign in whole or part its interest in this Agreement without the written approval of the other PARTY. SECTION NO. 11: COUNTY EMPLOYEES COUNTY shall hire, assign, retain and discipline all employees performing Services under this Agreement according to applicable collective bargaining agreements and applicable state and federal laws. COUNTY agrees to meet and confer with the CITY with respect to staff that is assigned to provide Services. Issues of discipline or performance will be specifically handled according to COUNTY policies. SECTION NO. 12: INSURANCE During the term of the Agreement, the COUNTY shall maintain in force at its own expense, each insurance noted below: A. Workers' Compensation Insurance in compliance with RCW 51.12.020, which requires subject employers to provide workers' compensation coverage for all their subject workers and Employer's Liability or Stop Gap Insurance in the amount of$1,000,000; B. General Liability Insurance on an occurrence basis, with a combined single limits of not less than $10,000,000 each occurrence for bodily injury and property damage. It shall INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 4 of 12 include contractual liability coverage for the indemnity provided under this Agreement. It shall provide that the CITY, its officers employees vs Agreementds but ces to be only with respect to the COUNTY'S sere proided under thi C. Automobile Liability Insurance with a combined single limit, or the equivalent including not less than $15,000,000 each accident for bodily injury and property damage,g , coverage for owned,hired and non-owned vehicles;and D. Professional Liability Insurance with a combined single limit of not less than he 5h 00,0000 each claim, incident or occurrence. This is to cover damages causedby omission, or negligent acts related to the professionaltwoces to be yearsafterrovided the Agreementder his s Agreement. The coverage must remain in effect forwoyear completed. renew There shall be no cancellation, material change, reduction fromrmits or intent the COUNTY o�its�nsurer(s)dto insurance coverage(s) without thirty (30) days written notice the CITY. SECTION NO. 13: LIABILITY es The COUNTY shall indemnify, defend and hold aha� the froml they COUNTY'Sint ntionalits officers d eor from all claims, demands, or suits in law or equity arising negligent acts or breach of its obligations under the Agreement. The COUNTY'S duty to indemnify shall not apply to loss or liability caused solely by the intentional or negligent acts of the CITY, its officers and employees. The CITY shall indemnify, defend and hold harmless the COUNTY, its officers and employees from all claims, demands, or suits in law or equity arising from the CITY's intentional or negligent acts or breach of its obligations under the Agreement. Thal e CIo 's d gent indemnify m he shall not apply to loss or liability caused solely by COUNTY, its officers and employees. If the comparative negligence of the PARTIES and their officers and employees is a cause of ense shall be shared between the PARTIES such damage or injury, the liability, loss, cost, or exp in proportion to their relative degree of negligence and the right of indemnity shall apply to such proportion. Where an officer or employee of a party is acting under the direction and control of the other party, the party directing and controlling the officer or employee in the activity and/or omission giving rise to liability shall accept all liability for the other party's officer or employee's negligence. Each party's duty to indemnify shall survive the termination or expiration of the Agreement. Each party waives, with respect to the other party only, its immunity under RCW Title 51, Industrial Insurance and only as necessary to make this indemnity provision enforceable with INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 5 of 12 respect to claims relating to the death or injury of CITY and/or COUNTY employees acting within the scope of this Agreement. The PARTIES have specificallyinegotiated this provision. 9f---;(- 1n CO TY initials CITY initials SECTION NO. 14: RELATIONSHIP OF THE PARTIES The PARTIES intend that an independent contractor relationship tat�oe agent or employated byee of the CITY. The I s Agreement. The COUNTY shall be an independent contractor and g CITY is interested only in the results to be achieved and that the right to control the particular manner, method and means in which the COUNTY meet s s ervicesties is solely within the to the CITY under this discretion of the COUNTY. Any and all employeesprovide Agreement shall be deemed employees solely of the Ont anTY d any liability that shall be solely responsible for the conduct and actions of all employees under this Agreem may attach thereto. Likewise, no agent, employee, servant or representative of the CITYshallbe deemed to be an employee,agent, servant or representative of the COUNTY for any purpose. SECTION NO. 15: MODIFICATION This Agreement may be modified in writing by mutual written agreement of the PARTIES. SECTION NOPROPERTY AND EQUIPMENT The ownership of all property and equipment utied ln s specifically and with mupually agreed to by the roviding the Services shall remain with the original owner, unless otherwisep the terminology "owner" means Agreement. For the purpose of this section, PARTIES to this that Party which paid the full purchase price for the property or equipment. SECTION NO. 17: ALL WRITINGS CONTAINED HEREINBINDING EFFECT This Agreement contains terms and conditions agreed upon by the PARTIES. The PARTIES agree that there are no other understandings, oral or othebe valid or binding upon the subject Agreement. No changes or additions to this Agreement shall PARTIES unless such change or addition is in writing,executed by the PARTIES. COUNTY and CITY were each represented by their Th snttt Aated and the and each relied upon the advice of their own attorney. Agreement was fully nego terms herein were either accepted by or independently drafted or revised by the CuCOUNTY and CITY. Accordingly, this Agreement shall not be construed against the arty he principal preparation of it, but shall be construed as if both the COUNTYall andnot CIe TY jointlyety prepared this Agreement, and any ambiguity contained herein, if any, against any one party. This Agreement shall be binding upon the PARTIES hereto,their successors and assigns. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 6 of 12 1 SECTION NO. 18: DISPUTE RESOLUTION dis ute between the PARTIES which cannot be Except as provided for in Section Nos. 5 and 6,any p resolved between the PARTIES shall be subject to arbitration. Such dispute shthall firstbe rt d cebe to writing. If the COUNTY CEO and the CITY Manager cane submitted to arbitration. The provisions of chapter 7.04A RCW shall be applicable to any arbitration proceeding. ct The COUNTY and the CITY shall have the rightltodesign third arbitrator. The deoiate one person each tson as an s the arbitrator. The two selected arbitrators shall then jointlyselect arbitration panel shall be binding on the PARTIES and shall be subject to shall be equallylsplit between al review as provided for in chapter 7.04A RCW.The costs of the arbitration panel the PARTIES. SECTIONNO. 19: VENUE STIPULATION This Agreement has been and shall be construed as having been each paade rty deliveredhat this within the g ent State governed edn and el laws of the Stateally oof Washington both as to interpretation and shall be governed by theudicial proceeding for the enforcement of this performance. Any action at law, suit in equity or J in courts of competent jurisdiction Agreement, or any provision hereto, shall be instituted only within Spokane County, Washington. SECTION NO.20: SEVERABILITY s or provisions of this Agreement are held by the courts The PARTIES agree that if any parts, term ortions or provisions shall not be affected and the rights to be illegal,the validity of the remaining p and obligations of the PARTIES shall not be affected in regard is in conflict with ygstemen . If it should appear that any part,term or provision of this Agreement provision of the State of Washington,then the part,term or provision thereof that may be in conflict shall be deemed inoperative and null and void insofar as it may be rovis onnflict therewith and this o Agreement shall be deemed to modify to conform to such statutory p SECTION NO.21: HEADINGS The section headings appearing in this Agreement have been inserted solely for the purpose of purport to, and shall not be deemed to convenience and ready reference. In no way do they p r define, limit or extend the scope or intent of the sections to which they pertain. SECTION NO.22: TIME OF ESSENCE OF AGREEMENT Time is of the essence of this Agreement eement and in case either Party fails to perform the obligations on itspart to be performed at the time fixed for the performance old the the respecother tive obligation able for by may, at its election, all the terms of this Agreement, the other Party costs and damages caused by such delay. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 7 of 12 SECTION NO.23: UNCONTROLLABLE CIRCUMSTANCES/IMPOSSIBILITY A delay or interruption in or failure of performance of all or any part of this Agreement resulting from Uncontrollable Circumstances shall be deemed not a default under this Agreement. A delay or interruption in or failure of performance of all or any part of this Agreement resulting from any change in or new law, order, rule or regulation of any nature which renders providing of Services in accordance with the terms of this Agreement legally impossible, and any other circumstances beyond the control of the COUNTY which render legally impossible the performance by the COUNTY of its obligations under this Agreement, shall be deemed not a default under this Agreement. SECTION NO. 24: FILING The CITY shall file this Agreement with its City Clerk or alternatively place the Agreement on the CITY's website. The COUNTY shall file this Agreement with the County Auditor, or, alternatively, place the Agreement on the COUNTY's website or other electronically retrievable public source. SECTION NO.25: EXECUTION AND APPROVAL The PARTIES warrant that the officers executing below have been duly authorized to act for and on behalf of the Party for purposes of confirming this Agreement. SECTION NO. 26: INITIATIVES The PARTIES recognize that revenue reducing initiative(s) passed by the voters of Washington may substantially reduce local operating revenue for the CITY, COUNTY or both PARTIES. The PARTIES agree that it is necessary to have flexibility to reduce the contracted amount(s) in this Agreement in response to budget constraints resulting from the passage of revenue reducing initiative(s). If such an event occurs, the PARTIES agree to negotiate in good faith to achieve a mutually agreeable resolution in a timely fashion. SECTION NO.27. COMPLIANCE WITH LAWS The PARTIES shall observe all federal, state and local laws, ordinances and regulations, to the extent that they may be applicable to the terms of this Agreement. SECTION NO.28: DISCLAIMER Except as otherwise provided, this Agreement shall not be construed in any manner that would limit either Party's authority or powers under law. SECTION NO.29: ASSURANCE the COUNTY the true and full cost of all Services provided under this shall pay . The CITY and that the neither Partywill subsidize the other is that Agreement. The intent of the Parties CITY will not subsidize any other jurisdiction that is receiving similar services. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 8 of 12 SECTION NO.30: ANTI-KICKBACK No officer or employee of the CITY, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in the Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from or to any person involved in the Agreement. SECTION NO.31: NO THIRD PARTY BENEFICIARIES Nothing in this Agreement is intended to give, or shall give, whether directly or indirectly, any benefit or right, greater than that enjoyed by the general public,to third persons. SECTION NO. 32: SUPERCEDE CLAUSE Upon the Effective Date of this Agreement, the provisions of this Agreement shall supersede any presently-existing agreements between the PARTIES regarding the Services set forth herein including but not limited those documents executed between the PARTIES entitled "INTERLOCAL AGREEMENT BETWEEN SPOKANE COUNTY AND CITY OF SPOKANE VALLEY REGARDING DATA PROCESSING SERVICES (April 2003-December 31, 2004) executed under COUNTY Resolution No. 03-0367 and CITY Contract No. 003-19 ( approved April 8, 2003), and INTERLOCAL AGREEMENT BETWEEN SPOKANE COUNTY AND CITY OF VALLEY REGARDING DATA PROCESSING SERVICES" executed under COUNTY Resolution No. 04-0473 and by the CITY on May 25, 2004. SECTION NO. 33: RCW 39.34 REQUIRED CLAUSES A. PURPOSE: See Section No. 3 above. B. DURATION: See Section No. 4 above. C. ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS: No new or separate legal or administrative entity is created to administer the provisions of this Agreement. D. RESPONSIBILITIES OF THE PARTIES: See provisions above. E. AGREEMENT TO BE FILED: See Section No. 23. F. FINANCING: Each party shall be responsible for the financing of its contractual obligations under its normal budgetary process. G. TERMINATION: See Section No. 4 above. H. PROPERTY UPON TERMINATION: See Section No. 15 above. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 9 of 12 IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be executed on date and year opposite their respective signatures. �• 12' ����`�• BOARD OF COUNTY COMMISSIONERS DATED: cods ‘‘, 4 04 coro� ,'�i OF SPO i• .I ' C II TY, WASHINGTON gg ° V ,i • % SHELLY O'QUINN, Chair ATTEST 41,k%.'.•sEnt..•' � ktINE Clerk of the Board ``��.��– AL FRENC , Vice-Chairman J-D14tUrlA Ginna Vasquez TODD MIELKE, Commissioner 16 - 0040 DATED: t — ` ' POKANE VALLEY i ike City Manager Attest: ` Y • Milral istine Bainbridge, City Clerk Approved as to form: C / • �''2�4.�t City Attorney INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 10 of 12 EXHIBIT "1" COUNTY will provide the following Services to CITY: Service 1: Access to the Application known as WEBPADAL. Service 2: Access to the Application known as STORMBILL, Stormwater Application and Database. The COUNTY will host a separate database and application instance for the CITY's use, accessed via the COUNTY's CITRIX portal. Service 3: GIS Services, via a dedicated Spokane County ISD GIS Staff person. WEBPADAL provides complete access to the Spokane County Assessor's parcel database. All information is available, unlike the PubPadal application on the County's webpage, which is a scaled down version without name search capability and land use information. This program allows for advanced query and data extraction for analysis of property and taxation purposes. WEBPADAL also provides integrated GIS map displays. COUNTY will provide active user list upon request by CITY. CITY shall notify COUNTY for changes to named user list. For billing purposes, CITY will be billed full monthly rate for each named user with access to WEBPADAL for a majority of the month(>= 50%of month). STORMBILL is an application and database used to generate and manage the CITY's stormwater parcel fees. The COUNTY will host both the application and the database for the CITY, and the CITY will access the application and database via the COUNTY's CITRIX portal. GIS Services will be provided by COUNTY to CITY via a dedicated ISD GIS Specialist who will be located onsite at CITY offices, tasked with providing miscellaneous GIS data creation and maintenance services to CITY. CITY may request additional hours of service (billed at standard ISD hourly rates) during the term of the Agreement, subject to the COUNTY's ability to provide the additional services. CITY and COUNTY may extend or adjust GIS services and terms as mutually agreed according to the conditions of the Agreement. The CITY will abide by all applicable COUNTY union contract terms regarding working conditions and will provide breaks and lunches as outlined in the COUNTY Master Contract, Local 1553 Contract and ISD Addendum to said contract. COUNTY will provide copies of such contract and addendum to CITY. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 11 of 12 EXHIBIT "2" Service Rate Billing Frequency 1. WEBPADAL $70.00 per month per named Monthly Billing user 2. STORMBILL Hosting and $1200 per year Annual Billing Access via CITRIX* 3. GIS Services ISD standard billable hourly Monthly Billing rates.Billing rates are adjusted annually.Billed for actual hours worked per month for assigned staff person(s). *CITY's use of STORMBILL application began prior to year 2015. CITY agrees to pay the annual charge beginning in 2015,regardless of the signing date of this agreement. INTERLOCAL RE DATA PROCESSING APPLICATIONS AND SERVICES Page 12 of 12