HomeMy WebLinkAbout200702160130 Interlocal Agreement 111111111111111111
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City of Mount Vernon
Mobile Wireless Management System
Interlocal Agreement
Customer: City of Anacortes
Address: 904 6th St.
Anacortes,WA 98221
This Interlocal Agreement sets forth-additional provisions identifying services to be provided by
the City of Mount Vernon, a Washington municipal corporation to be performed on behalf of
City of Anacortes, a municipal corporation,hereinafter called"Customer?'
For the purposes of this Interlocal Agreement, the "Provider" as defined in the Interlocal
Agreement will be the City of Mount Vernon. For the purposes of this agreement, the term
"Mount Vernon" shall be synonymous to the City of Mount Vernon.
These services are for the exclusive use by the Customer. Use of these services by external
Customer entities (e.g., municipalities, not-for-profit organizations, third parties, etc.) must be
reviewed with the Provider for approval. These entities may be required to sign an agreement
with the Provider.
1 DEFINITIONS
1.1 CONTENT
"Content" means information, communications, software, photos, video, graphics,
music, sounds, services and other material that is accessed through Telecommunications
services.
1.2 INTERCONNECT OR INTERCONNECTION
"Interconnect" or "Interconnection" means the linking of the Fiber System with
another telecommunications system, including technical, engineering, physical, financial,
and other necessary components to accomplish, complete, and adequately maintain such
linking.
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13 TELECOMMUNICATIONS
"Telecommunications" shall have the same meaning as set forth in RCW 80.04, and
shall mean the transmission of information by wire, radio, optical cable, electromagnetic,
or other similar means. As used in this definition, "information" means knowledge or
intelligence represented by any form of writing, signs, signals, pictures, sounds, or any
other symbols.
1.4 GENERAL PACKET RADIO SERVICE (GPRS)
"General Packet Radio System (GPRS)"is a new service that provides actual packet radio
access for mobile Global System for Mobile Communications (GSM) and time-division
multiple access (TDMA)users, This service is currently provided by AT&T..
1.5 NETMOTION SERVER
A NetMotion server is a set of hardware and software that provides encrypted security,
persistent session management, and static internet protocol addressing to wireless
devices.
2 SCOPE OF AGREEMENT
This Agreement shall address wireless access management and technical support that will be
provided by the Provider to Customer.
2.1 GENERAL RESPONSIBILITY OF CITY OF MOUNT VERNON.
Mount Vernon shall be responsible, either through its own forces or through an agent, for
the overall management, installation and maintenance of the NetMotion server and
software. The NetMotion server and software will be used to administer Customer mobile
wireless devices that utilize the General Packet Radio Service capability available from
AT&T. The Provider shall have the responsibility of configuring the NetMotion service
for Customer accounts that will utilize that service. The NetMotion service shall pass all
traffic originating from the Mobile Wireless Device to the internet protocol address that
the data packet from the Mobile Wireless device specifies.
Provider shall also install, maintain, configure and operate any network devices that are
required in order to pass data packets from the Provider entry router for the GPRS
network to the Customer IGN router.
2.2 GENERAL RESPONSIBILITY OF CUSTOMER.
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Customer shall be responsible, either through its own forces or through an agent, for the
selection, installation, and maintenance of such compatible infrastructure as may be
necessary to utilize the Mobile Wireless Management System.
Customer shall be responsible for the proper configuration, hardware and software that is
required on network devices that will be required to run on the GPRS network on behalf
of Customer.
3 GENERAL CONDITIONS
3.1 DISSEMINATION OF INFORMATION
Customer's use of the Mobile Wireless Management System is for the transfer of data or
telecommunications services for Customer business needs only. No access to Provider
.data is granted under this agreement. Provider shall not access any Customer data except
for the purposes of troubleshooting transmission issues reported by Customer.
Provider shall have data dissemination agreements in place with any third party acting on
its behalf to troubleshoot, repair, maintain, or operate the fiber optic system. This
agreement shall protect Customer from unauthorized data dissemination by Providers
agents.
3.2 PROPRIETARY INFORMATION
Proprietary information disclosed by either party to the other for.the purposes of this
Agreement, which is clearly so identified in writing as proprietary, shall be protected by
the recipient in the same manner and to the same degree that the recipient protects its own
proprietary information. Absent a court order directing disclosure, such information will
be disclosed only to those employees of the recipient requiring access thereto in order to
perform this Agreement.
4 RATES AND CHARGES
4.1 PAYMENT
Customer agrees to pay all applicable rates and charges set forth in this Agreement.
Customer will pay each bill in full within 30 days after bill is received (net 30).
4.2 USAGE FEE
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Customer will pay a usage fee that shall be calculated as follows:
Total Cost to operate the Wireless Management System multiplied by the ratio of
Customer accounts over Total accounts.
Customer Payment=Total Operating Cost/(Customer Accounts/Total Accounts).
Where operating costs are defined as Provider staff labor costs, contractor labor cost,
operating supplies, training costs, and capital costs required to maintain, operate, upgrade,
replace, configure, or design the Wireless Management System.
4.3 ACCESS SERVICE FEES
The Customer shall pay reasonable time and materials fees to the Provider for the
installation and startup of Mobile Wireless Management Services. The Provider shall
provide the Customer with an estimated quotation of start up Mobile Wireless
Management services for new,installations.
4.4 TAXES AND GOVERNMENTAL FEES
Customer shall be responsible for all taxes and fees assessed in connection with the
Access Service.
4.5 FEE MODIFICATIONS
Provider reserves the right to modify the rates and 'charges or eliminate certain
components of the Service (the "Affected Services") upon not less than ninety (90) days
advance written notice to Customer. In the event of such action, Customer may terminate
this Agreement with respect to the Affected Services, without penalty, upon not less than
thirty(30) days advance written notice to Provider.
5 INSTALLATION AND EQUIPMENT AND SUPPLIES
Customer shall be solely responsible for obtaining and maintaining, at Customer's expense, any
communications equipment necessary to connect to the Mobile Wireless Management System,
including modems, computer hardware and software, and long distance or, local telephone
service. Customer shall be responsible for ensuring that such equipment or service is compatible
with Provider's requirements. In addition, Customer shall be responsible for maintaining the
security of Customer's accounts, passwords, files, network and user access, and any information
Customer disseminates through Provider services or other Internet services, and for all use of
Customer's account with or without Customer's knowledge or consent, including, without
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limitation, any use of the account by minors.
6 SECURITY AND INTEGRITY
6.1 SECURITY AGREEMENT
Customer and its clients are responsible for securing their networks, and their computing
and data resources from all unauthorized access. Due to the nature of the Internet
connectivity, addressing, and associated security risks, Customer, Provider, and all other
parties agree to the following conditions to be applied to the fiber system.
Provider or its agent will be allowed access and connectivity for the purpose of
troubleshooting mobile wireless issues. Such actions will be performed on a case by case
basis with the permission of Customer.
6.2 AUTHORIZED USE
The hosts, systems, gateways, etc. connected to the Customer network will be restricted
to authorized use by physical security (i.e., the hosts will be in locations preventing
unauthorized use) and/or user authentication managed by Customer (e.g., user-id and
passwords or other authentication). Extending use to non-customer locations will not be
permitted unless such use is under the control and management of Customer. Note that
failure to coordinate new network connections may result in routing problems, including
data packets not being able to reach their target destination.
6.3 INDIRECT ACCESS
Customer will take measures to prevent unauthorized third party indirect access to the
Mobile Wireless Management System. Examples of this would be gateways, dial-up, or
cascaded telnet sessions where the originator is not a Customer authorized user of the
Mobile Wireless Management System, but whose resultant IP address would appear to
the network as being Customer's address.
6.4 ACCESS CONTROL ALTERNATIVES
Customer, Provider, and the State agencies whose servers are being accessed may
mutually agree to other mechanisms for limiting traffic from the Mobile Wireless
Management System to State, County or City servers.
7 REPRESENTATIONS AND WARRANTIES OF CUSTOMER
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7.1 AUTHORITY TO ENTER AGREEMENT
Customer represents, warrants and covenants that (i) it has and shall have full right and
authority to enter into this Agreement and to perform its obligations hereunder; (ii)
Customer Data shall not include obscene, indecent or defamatory material "unless such
data is consequential to a criminal investigation, criminal or civil trial, or public health"
or violate or infringe the rights of others, including, without limitation, any patent,
copyright, trademark, trade secret, contract, privacy, publicity, or other personal or
proprietary right; and (iii) it shall comply with applicable laws and government
regulations, including, all relevant export and encryption laws. For purposes of this
Section 6, "Customer Data" shall mean the text, data, images, sounds, photographs,
illustrations, graphics, programs, code and other materials transmitted or stored through
the Access Service, whether by Customer or Customer's Users (whether or not authorized
by Customer). For purposes of this Agreement, "Customer's Users" shall refer to
employees, agents, contractors or other representatives of Customer.
7.2 TRADEMARK AND COPYRIGHT INFRINGEMENT
Customer represents and warrants to Provider that Customer (i) will not publish or
distribute Content that infringes any third party's trademark, copyright, patent, trade
secret, publicity, privacy or other personal or proprietary rights. Customer agrees to
indemnify and hold harmless Provider, its officers, employees and agents from and
against any liability and costs incurred in connection with any claim arising out of any
breach by Customer of the representation and warranties contained in this Section 7.2.
Provider may participate in the defense at its expense. Provider has no obligation, and
undertakes no responsibility, to review Customer's Content to determine whether any
such Content may give rise to liability to third parties.
8 DISLAIMER OF WARRANTIES
8.1 MAINTENANCE OF NETWORK
Provider shall use commercially reasonable efforts to (i) monitor its network and its
interconnection to other networks and (ii) maintain its network, including
interconnections, in an operational state. CUSTOMER ASSUMES TOTAL
RESPONSIBILITY FOR CUSTOMER'S USE AND CUSTOMER'S USERS' USE OF
THE SERVICE, SOFTWARE OR EQUIPMENT, WHETHER OR NOT PROVIDED
BY PROVIDER. CUSTOMER ACKNOWLEDGES THAT THE INTERNET
CONTAINS MATERIALS WHICH MAY BE OFFENSIVE OR OTHERWISE
OBJECTIONABLE AND IS ACCESSIBLE BY PERSONS WHO MAY ATTEMPT TO
BREACH THE SECURITY OF PROVIDER'S AND/OR CUSTOMER'S
NETWORK(S). PROVIDER EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR
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SUCH MATERIALS OR ACTIONS AND CUSTOMER ACCESSES THE SERVICE
AT ITS OWN RISK. EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN AN
ADDENDUM, THE ACCESS SERVICE, AND RELATED SOFTWARE AND/OR
EQUIPMENT PROVIDED BY PROVIDER, IF ANY, ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NONINFRINGEMENT OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.2 LOSS OR DAMAGE
EXCEPT TO, `THE. EXTENT THAT SUCH DISCLAIMERS ARE EXPRESSLY
PROHIBITED BY LAW, PROVIDER DISCLAIMS ANY AND ALL LOSS, DAMAGE
OR LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER'S USE OF THE
ACCESS SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY LOSS, DAMAGE
OR LIABILITY RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) LOSS
OF OR DAMAGE TO SOFTWARE OR HARDWARE; (C) ACCESS DELAYS OR
ACCESS INTERRUPTIONS; (D) COMPUTER VIRUSES; (E) NON-DELIVERY OR
MIS-DELIVERY OF DATA; (F) THE NEGLIGENT ACTS AND/OR OMISSIONS OF
PROVIDER OR PROVIDER SUBSCRIBERS; (G) ANY DEFECTS, FAILURES,
ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION,
GOODS, OR SERVICES OBTAINED ON OR THROUGH THE ACCESS SERVICE,
(8) ANY FAILURE OF ACCESS SERVICE SOFTWARE TO BE YEAR 2000
COMPLIANT; AND; (9) LOSS OR LIABILITY RESULTING FROM ACTS BEYOND
MOUNT VERNON'S CONTROL
8.3 NO ORAL WARRANTIES
Customer may not rely on oral or written information or advice given by Provider's
officers, employees, agents, authorized representatives, subcontractors or affiliates and/or
their officers, directors, employees, agents, authorized representatives, or subcontractors
or affiliates to create a warranty or increase the scope of warranty already established in
these terms and conditions.
8.4 CONSEQUENTIAL DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
MOUNT VERNON, ITS OFFICERS OR EMPLOYEES BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RELATED
TO THE SERVICE, THIS AGREEMENT WHETHER FOR, AMONG OTHER
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THINGS, BREACH OF WARRANTY, AND WHETHER LIABILITY IS ASSERTED
IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT
LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY) WHETHER OR
NOT PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH
LOSS OR DAMAGE. MOUNT VERNON'S TOTAL AGGREGATE LIABILITY
HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE
AVERAGE MONTHLY RECURRING CHARGE PAID TO MOUNT VERNON BY
CUSTOMER FOR THE AFFECTED SERVICE THAT GIVES RISE TO SUCH
LIABILITY. < CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE
EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS
AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
8.5 EXCLUSIVE REMEDY
The foregoing sets forth Customer's exclusive remedy for breach of this Agreement by
Provider. The provisions of this Section 7 allocate the risks between Provider and
Customer and Provider pricing reflects the allocation of risk and limitation of liability
specified herein.
9 TERM
9.1 EFFECTIVE DATE
This Agreement shall be effective as of the day any portion of Service is first made
available to Customer (the "Effective Date") and shall continue until the expiration or its
termination. Upon expiration, this Agreement shall automatically renew and continue on a
month-to-month basis until terminated by either party upon thirty (30) days prior written
notice to the other party. Any such automatic renewal term shall also be referred to herein
as the "Term." Month-to-month rates and charges are subject to change upon sixty (60)
days written notice.
9.2 DEFAULT OF CUSTOMER
Provider may terminate this Agreement and/or cease or suspend the provision of all or
any component of the Service upon default of Customer. Default includes (i) the failure to
pay any amount when due hereunder (after thirty (30) days prior written notice of such
failure to pay); (ii) the filing of a petition in bankruptcy by or against Customer;,and (iii)
any material breach of this Agreement, or conduct that Provider, in its reasonable
discretion, believes may subject Provider or its affiliates, agents or contractors to civil or
criminal litigation, claims and/or damages.
9.3 IMMEDIATE TERMINATE
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This Agreement may be immediately terminated without notice upon an event of material
default, which events of material default include but are not limited to the following:
Customer utilized the Mobile Wireless Management System to access the
Provider's networked systems in any unauthorized fashion.
9.4 REGULATORY MODIFICATION
In the event a law or regulatory action impairs the provision of Service under this
Agreement or Provider's ability to provide the Service cost-effectively, as reasonably
determined by Provider, Provider may, at its option and without liability, terminate this
Agreement or modify the Service or the terms and conditions of this Agreement in order
to conform to such action ("Regulatory Modification") provided, however, that Provider
shall provide one hundred,eighty (180) days prior written notice to Customer of any such
Regulatory Modification, unless Provider determines, in its good faith business judgment,
that it is necessary to reduce the foregoing notice period.
9.5 REMOVAL OF EQUIPMENT
In the event that Customer terminates this contract, Provider personnel will remove
services from the Mobile Wireless Management System. There will be no charge for this
service.
10 ASSIGNMENT
Customer agrees that it shall not assign any right or interest in this Agreement without the written
permission of Provider. Any attempted assignment by Customer without written permission by
Provider, or its authorized agent, shall be wholly void and totally ineffective for all purposes.
Furthermore, Customer and Provider agree that Customer shall delegate any obligation that it has
under this Agreement without the written permission of the other party. Any attempted
delegation without written permission shall be wholly void and totally ineffective for all
purposes. For the purpose of this section, a delegation shall be deemed to occur when Customer
allows a third party to utilize the wireless services contemplated by this agreement,provided that
employees of Customer shall not be construed to be third parties.
11 MOBILE WIRELESS MANAGEMENT SYSTEM CONTACTS
The Provider shall have a contact for the administration of the Mobile Wireless Management
System and for contract billing. This contact shall be:
Kim Kleppe
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910 Cleveland Avenue
Mount Vernon, WA 98273
(360) 336-0624
Contract administrator for Customer shall be:
Bill Chambers
City of Anacortes
904 6th
Anacortes, WA 98221
(360) 293-1911
12 SERVICE INTERRUPTION AND REPAIR
Provider shall remain responsible to conduct repairs of the Mobile Wireless Management system,
in order to avoid or repair service interruption.
13 PROBLEM RESOLUTION PROCESS
Customer shall attempt to resolve any performance or network failures through the use of its own
technical staff first. The process for resolving a problem shall be:
a. Contact Customer Help Desk first. The Customer Help Desk will track the call
and route to the appropriate resource. Customer network support personnel will
attempt to resolve the problem. They'will verify that all Customer network
equipment is operating correctly.
b. If Customer network support personnel verify that Customer network equipment
is functioning correctly and the issue is with the Mobile Wireless Management
System, they will contact the City Helpdesk, or its agent, to log a trouble call.
c. City Helpdesk personnel or their agent will notify and dispatch a qualified
engineer to assist in troubleshooting the problem.
Customer shall direct any third party to resolve issues by first contacting Customer's technical
staff.
14 CITY OF MOUNT VERNON HELP DESK
The contact phone for the Provider help desk shall be provided to Customer at the time this
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agreement is executed.
The Help Desk shall document the problem experienced by Customer and provide ls` level
support, if applicable. In the event of a problem or issue requiring a higher level of support, the
Help Desk will notify the responsible party.
If the Help Desk technician is away from the phone for any reason, the caller will be asked to
leave a voice mail message. The Help Desk will return the call as soon as possible.
15 ENGINEER SUPPORT
Engineer support shall be b ased on a priority and availability basis. Provider or its agents shall
make every effort to respond to a Customer problem within one business day, provided that an
engineer is available. Provider may prioritize access to technical engineers based on internal
business or emergency needs.
Provider shall provide high priority access to technical engineers in the event that problems occur
as the intended use of the Mobile Wireless Management System if for Public Safety purposes.
If Provider's technical staff or agent cannot resolve the issue, then, with Customer's permission,
Provider may contract for a third party to participate in troubleshooting the problem. The third
party shall have expertise in the area of the Mobile Wireless Management System. Cost for third
party troubleshooting shall be at Customer's expense.
16 SUPPLEMENTAL CHANGES
All revisions and amendments to this Agreement shall be mutually agreed upon in writing in
advance. Provider may notify Customer of any revisions to this Agreement, including revisions
to the fee and charges provisions, in writing by sending notice of such revision to Customer's
contract administrator identified in Section 11. Such notice may be made by e-mail, and such
revisions shall become effective not earlier than 90 day's following transmission of the message.
Customer agree that, by continuing to use the Access Service following notice of any revision to
the Agreement, Customer accept any such revisions and agree to abide by any such revisions.
17 DISPUTES
Any dispute relating to this Agreement shall be submitted for binding arbitration under the
Commercial Arbitration Rules of the American Arbitration Association and judgment on any
award entered therein niay be entered in any court of competent jurisdiction. The venue for any
such arbitration shall be Mount Vernon, Washington. In the event that any portion of this
Agreement is held to be unenforceable, the unenforceable portion shall be construed as nearly as
possible to reflect the original intent of the parties and the remainder of the provisions shall
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remain in full force and effect. Except with regard to Addenda, either party's failure to insist
upon strict performance of any provision of this Agreement shall not be construed as a waiver of
any of its rights hereunder. The terms and conditions of this Agreement, including all Addenda,
shall prevail notwithstanding any different or additional terms and conditions of any purchase
order or other form for purchase or payment submitted by Customer to Provider. All terms and
provisions of this Agreement which should by their nature survive the termination of this
Agreement shall so survive, including but not limited to Sections 6, 7, and 8. The parties are
acting as independent contractors and shall have exclusive control of the manner and means of
performing their obligations. The parties will not be responsible for performance of their
obligations hereunder (except with regard to payment obligations) where delayed or hindered by
war, riots, embargoes, strikes or acts of its vendors or suppliers, accidents, acts of God or any
other event beyond their control. The laws of the state of Washington shall govern this
Agreement. Any cause of action.. Customer may have with respect to the Service must be
commenced within one (l) year after the claim or cause of action arises or such claim or cause of
action is barred. In any proceeding to enforce the terms of this Agreement, the party prevailing
shall be entitled to recover all of its expenses, including, without limitation, reasonable attorneys'
fees. Customer, by using the goods and Services provided herein, agrees to the terms and
conditions stated herein. Customer has the right to, within seven (7) days of receipt of this
Agreement and prior to installation of goods or Service, rescind this Agreement and cancel its
order without cost or penalty.
18 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. It shall be the obligation of the party placing an
order for goods or services to be certain that all legal requirements applicable to that party have
been met.
19 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 attorneys fees in the trial court and in any appellate courts.
20 NOTICES
All notices hereunder may be delivered or mailed. If mailed, they shall be sent to the following
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respective addresses:
To City of Mount Vernon: To City of Anacortes:
Attn:City Attorney Attn: City Attorney
P.O. Box 809 904 6th St.
Mount Vernon,WA 98273 Anacortes, WA 98221
or to such other respective addresses as either party hereto may hereafter from time to time
designate in writing. All notices and payments mailed by regular post (including first class) shall
be deemed to have been given on the second business day following the date of mailing, if
properly mailed and addressed. Notices and payments sent by certified or registered mail shall be
deemed to have been given on the day next following the date of mailing, if properly mailed and
addressed. For all types of mail, the postmark affixed by the United States Postal Service shall be
conclusive evidence of the date of mailing.
21 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 Customer,Washington.
c. The captions in this Agreement are for convenience only and do not in any way
Iimit 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.
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.
f. 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.
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g. 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.
h. Copies of this Agreement shall be filed with the Customer Auditor's Office by
Mount Vernon.
22 ACCEPTANCE,
Customer hereby acknowledges and accepts the terms and conditions of this Order
Supplement.
CITY OF CITY OF
MOUNT VERNON ANACORTES
:
.11
7/447
Mayor Mayor
Finance Director Fi `ance Direct°
Approved as to Form Only:
r., y.
City Attorney City Attorney
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