INTERLOCAL SERVICES AGREEMENT BETWEEN THE CITY OF SEDRO-WOOLLEY AND THE CENTRAL SKAGIT RURAL PARTIAL COUNTY LIBRARY DISTRICT This Interlocal Services Agreement (the "Agreement"), is by and between the City of Sedro-Woolley, (hereinafter "City") and the Central Skagit Rural Partial County Library District (hereinafter "District"). A. RECITALS WHEREAS, the parties find that it will be mutually beneficial for the City to purchase certain services for the benefit of both the City and the District; and WHEREAS, the parties agree that the City's provision of such services will result in more efficient, effective, and less costly services for citizens within both entities' service areas, thereby better serving the public: and WHEREAS, the parties are currently engaged in a partnership formalized through a series of three Interlocal Agreements that will ultimately result in the construction of a New Library to be operated by the District for the benefit of both parties' residents; and WHEREAS, the parties are currently signatories to an interlocal agreement that provides for reciprocal library borrowing; and WHEREAS, the City has the technical ability and is qualified to provide the services described in this Agreement, and WHEREAS. both parties are authorized by law to provide the services set forth in this Agreement.. and WHEREAS, the Interlocal Cooperation Act, RCW 39.34, specifically authorizes public entities to work together to better serve the public; NOW, THEREFORE, in consideration of the mutual promises, covenants and provisions contained in this Agreement and the mutual benefits to be derived therefrom, the parties agree as follows: B. DEFINITIONS 1. City means the City of Sedro-Woolley. District means the Central Skagit Rural Partial County Library District. 3. ILS or Integrated Library System means an automated system, usually consisting of a number of functional modules, such as acquisitions, circulation, cataloging, serials, and an Online Public Access Catalog. 4. TLC means The Library Corporation. ARTICLE I. SERVICES TO THE DISTRICT The City shall furnish the following services to the District: A. After consultation with the District, contracting with TLC to purchase an ILS to be hosted by TLC. coordinating overall ILS administration, serving as liaison with TLC, coordinating use of the ILS and implementation of any upgrades. B. Arranging, for the ILS to provide a public access catalog, circulation, cataloging and acquisition modules to the District. Other modules may be added and made available to the District based on future discussion and negotiation of costs. It is expressly acknowledged and agreed that: (1) the ILS will not be available during upgrades or maintenance procedures. The District will be contacted within a reasonable timeframe to determine optimum downtimes for maintenance and upgrades. (2) The City does not assume any liability for such delays and inconvenience that the District may realize as a result of ILS failure or maintenance, unless caused intentionally or by negligence of the City. C. Arranging for technical support and appropriate training to be provided by TLC. Any direct costs for services provided by TLC to the District in addition to those identified in this Agreement shall be passed on to the District. ARTICLE II. REQUIREMENTS OF THE DISTRICT The District shall be responsible for the following: A. Meeting the technical requirements established by TLC for the use of the ILS. B. Providing for its own site installation and day-to-day site management. C. Maintaining components of the ILS databases (item, bibliographic, patron, etc.) to comply with standard library practice and with rules established by the Parties to ensure the effective functioning of the ILS. D. Providing a staff member designated as the District's technical contact. ARTICLE III. MUTUAL RESPONSIBILITIES Both parties shall: A. Share a common borrower database and common library cards. It is the intent of the parties that library cards issued by the City shall be usable at all District locations and that library cards issued by the District shall be usable at the City's location. All parties agree to protect the privacy of all borrower information. B. Recognize each other's withdrawal of borrower privileges and fine and fee structures to the greatest extent possible within institutional constraints. C. Generally work together to offer as seamless access as possible to library services and resources for all users of the combined service area. ARTICLE IV. DURATION OF AGREEMENT. The work performed under this contract shall commence on September 15. 2017 and be completed on August 31, 2018. This Agreement shall automatically renew for successive one year terms unless terminated consistent with the Termination provision below. Costs for services to be updated annually by TLC in advance of the beginnina of a new term. ARTICLE V. PAYMENT A. Overall Payment Structure. Costs are determined based upon costs from TLC. The City will provide the District with an estimate of projected costs on or before June 30, 2018 and June 30 of each successive term thereafter. 1. The District's share of costs will be calculated by TLC and broken down on TLC's invoices. The City will provide a copy of the actual invoices from TLC. B. The District's fees for 2017-2018 Service Agreements, Licenses, etc. $7,994.00 Costs to migrate web hosting $N/A General subtotal 57,994.00 Should the parties decide to share access to databases, the parties will first determine the cost allocation formula through written amendment to this Agreement. C. Invoicing. (1) Invoices will be submitted by the City for payment by the District. Payment is due upon receipt and is past due thirty (30) business days from receipt of invoice. (2) A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Payments by the District will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by the District. (3) If payment of invoices is not current, the City may suspend performing further work and/or block access to the ILS. Failure to exercise this remedy in one instance does not waive the City's right to do so for subsequent breaches. 3 ARTICLE VI. GENERAL PROVISIONS A. Change in Services or Requirements. The City may, from time to time, require changes or modifications in the "Services to the District" or in "Requirements of the District.- Such changes, including any decrease or increase in the amount of compensation, which are mutually agreed upon by the parties, shall be in writing and signed by the parties. B. Hold Harmless. The District shall defend, indemnify and hold harmless the City and its appointed board members. officials, employees, agents and volunteers from and against any and all losses, claims, injuries, liability, costs and expenses, including defense costs and legal fees. arising out of or in connection with the performance of this Agreement. This paragraph does not purport to indemnify the City against liability for damages caused by the sole negligence of the City, its officials, agents or employees. C. Dispute Resolution. Each party to this Agreement will attempt, through consultation and discussion, to resolve any disagreements relative to the provisions of this contract and the operation of the ILS. All disputes not so resolved, shall be resolved through formal mediation. If unsuccessful, jurisdiction and venue lie exclusively in the Superior Court for Skagit County. The prevailing party shall be entitled to reasonable attorney fees. ARTICLE VII. OTHER TERMS A. Termination. This Agreement may be terminated by either party at the end of the one (1) year term or at the end of any one (1) year renewal, provided that at least one (1) months written notice be given to either party hereto. In addition, if there is written notice of a material breach of this Agreement from either party to the other, and the breaching party fails to cure such breach within 30 days of such notice, the other party may terminate this Agreement upon written notice. In such event, the breaching party shall be liable for damages as authorized by law or equity, in accordance with the terms of this Agreement. Should the District elect to withdraw from the ILS, it would be responsible for reasonable charges for extracting its holdings, patron and bibliographic data. Consistent with the Partnership Agreement dated July 20, 2017, this Agreement shall terminate sixty days from the Effective Date as defined in Paragraph 2 of the Partnership Agreement and the ILS agreement with TLC shall be assigned to and assumed by the District. B. No Separate Legal Entity. This Agreement does not create a new or separate legal entity and no party shall be responsible for the liabilities and debts of the other parties hereto. No property will be jointly acquired or held through this Agreement. C. Filing. A copy of this Agreement shall be filed with the Skagit County Auditor or, alternatively, listed by subject on the City's web site or other electronically retrievable public source. D. Entire Agreement. This Agreement represents the entire agreement between the parties and supercedes all prior negotiations, representations or agreements on this topic. This Agreement may be amended only by a written instrument signed by both parties. If any term or provision of the Agreement is held invalid, the remainder of the Agreement shall remain in full force and effect. This Agreement does not amend or modify any of the four interlocal agreements currently in effect between the parties, except the interlocal agreement for reciprocal library borrowing dated April 20, 2017, which shall be interpreted consistent with this Agreement.