2024-25_NWRDC_Membership_Agreement.pdf

Parent document: Regular Meeting and Budget Hearing-06-26-2024.pdf

Text

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AGREEMENT
Meridian 01-37-505

This Agreement is made and entered into this 1st day of September, 2024, by and between
the Northwest Educational Service District, (“NWESD” hereinafter) and the Meridian School
District No.505, (“District” hereinafter).

WHEREAS, the NWESD is authorized to provide services to school districts by RCW
28A.310.010;

WHEREAS, the NWESD has formed the Northwest Regional Data Center Cooperative,
(“NWRDC” hereinafter);

WHEREAS, the District and NWESD under RCW 28A.320.080, RCW 28A.310.200, and
RCW 39.34.080 are empowered to enter into agreements for Interlocal agreements and
cooperative service programs; and,

WHEREAS, the District desires to enter into a cooperative service agreement with the
NWESD;

IT IS HEREBY AGREED that the NWESD shall receive funds from the District and shall
expend such funds for the purpose of providing information systems services through the
NWRDC and the Washington Schools Information Processing Cooperative, ("WSIPC"
hereinafter) in accordance with the terms and conditions set forth herein:

1. GENERAL TERM OF THE AGREEMENT

The term of the Agreement is September 1, 2024 through August 31, 2025. Thereafter,
the terms of the Agreement will automatically renew from September 1° through
August 31° of each successive year.

This term shall continue unless NWESD or District gives written notice to the other party to
terminate the Agreement. This notice must be provided to District or NWESD, respectively,
by March 15" of the same year termination is desired, at which time District agrees to
continue paying Cooperative fees until August 31% of the same year.

2. MEMBERSHIP IN NORTHWEST REGIONAL DATA CENTER
District shall become a full member of NWRDC effective September 1, 2024. Membership

shall entitle District to nominate candidates and vote for representatives on the NWRDC
Executive Committee. NWRDC is a part of and functions through NWESD.

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3. INFORMATION SYSTEM SERVICES

During the term of this Agreement, NWESD agrees, through NWRDC, to provide to District
information system services as set forth in the Appendix A, which outlines the software,
service levels, roles and responsibilities of NWRDC to District in support of student, business
and personnel related software packages offered by WSIPC including software support,
amount and method of customer support, performance levels, and availability of staff, of this
Agreement.

4. PROGRAM DEVELOPMENT

NWESD agrees that priority in the development of new applications services by WSIPC
shall be in accordance with the expressed direction of the WSIPC Board of Directors
operating under their bylaws.

5. COST TO THE DISTRICT

During each year of the term, the WSIPC fee will be incorporated into the total fee collected
by NWESD. The WSIPC fee is established by the WSIPC Board of Directors and the
NWRDC fee is established by the NWRDC Executive Committee.

The annual per student FTE fee for services provided under this Agreement will be
determined pursuant to the Appendix B fee schedule. Districts will be notified of subsequent
years per student FTE fee updates by March 1* of each year.

The student FTE component of the fee calculation is variable and will be based on the actual
annual average student FTE count for the prior fiscal year as reported by OSPI on the
1191ED Apportionment report. The per-student fee value is based on the level of service
selected by the District.

The district can calculate the total cost by multiplying the per student fee by the annual
average student FTE. This cost includes amounts for sales use or other similar taxes related
to the services provided herein. One twelfth of the annual cost will be invoiced for the first
ten months of the Agreement. A final adjustment shall be made to the actual average annual
FTE for the current year on the July and August payments.

6. RIGHTS TO PARTICIPATE IN JOINT COOPERATIVE

As authorized by RCW 28A.320.080 (3) and RCW 28A.310.180 (3) (currently existing or
hereinafter amended), group purchasing and/or bidding for data processing equipment
and/or services, or related equipment and/or services, may be part of the activities of the
ESD cooperatives. Members of these cooperatives may, at their own option, participate in
the bidding/purchasing role of WSIPC, but will not be required to do so for any particular
item(s).

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7. CONFIDENTIALITY

All materials furnished to WSIPC and NWRDC by District pursuant to this Agreement, shall
remain the property of District and shall not be disclosed to third parties except by written
consent of District. These materials include, but are not limited to, source data, computer
files, reports, listings and computer programs.

NWRDC and WSIPC acknowledge that performance of Services under this Agreement
may involve access to confidential information including, personally identifiable
information, student records, protected health information, or individual financial
information. WSIPC and NWRDC will comply with State or Federal law/rules restricting
the use and disclosure of such information, (reference Family Educational Rights and
Privacy Act (20 U.S.C. § 12329).

8. ACCESS TO PUBLIC RECORDS

No records of District shall be made available for public inspection or copying by NWRDC,
NWESD, or WSIPC without express written authorization of District. Requests pursuant to
RCW 42.17 for inspection or copying of public records of District, held or maintained by
NWRDC shall be referred to District.

9. RIGHTS INCOMPUTER SOFTWARE

During the term of this Agreement, District agrees that it shall safeguard all Skyward, Inc.,
NWRDC, and WSIPC proprietary materials as set forth under “Grant and Limitations” in the
WSIPC Software and Systems: Services and Support portion of Appendix A.

10. PERFORMANCE AND BONDING

NWESD shall not be liable for inadequate services or errors caused by inaccurate or
inadequate input data, programs or other software furnished by District.

11. DISPUTES

Any dispute, claim or grievance arising out of or relating to the interpretation or application
of this Agreement shall be resolved by a three-member committee. The representatives
shall be selected by NWESD and District, each selecting one representative. Thereafter,
NWESD’s representative and District’s representative shall select an impartial third party
who shall serve as the third member of the committee. This dispute resolution committee
shall be guided and limited by the terms and conditions expressly delineated in this
Agreement.

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12. TERMINATION FOR BREACH

If either party fails to comply with the terms and conditions of this Agreement, the other party
upon thirty (30) days prior written notice to the breaching party may terminate this
Agreement.

13. INTERLOCAL AGREEMENT

This Agreement provides authority in addition to those vested by RCW 28A.310.200 and
RCW 28A.320.080, is be deemed to be in satisfaction of the provisions of RCW 39.34, and
is deemed a contract pursuant to RCW 39.34.080

14. CRIMES AGAINST CHILDREN

In accordance with RCW 28A.400.330, employees, agents, and contractors of NWESD are
prohibited from working at a school if they have or may have contact with children at a public
school during the course of their employment and have pleaded guilty to or been convicted
of the crimes identified in RCW 28A.400.322. Any failure to comply with this section shall be
grounds for District immediately terminating the Agreement.

15. INDEMNITY

NWESD shall defend, indemnify, and hold harmless District in full for any and all claims
against District or its employees, officials, or contractors which arise from the acts or
omissions of NWESD and its employees, officials, and contractors in the provision of
services under this Agreement. District shall defend, indemnify, and hold harmless NWESD
in full for any and all claims against NWESD or its employees, officials, or contractors which
arise from the acts of omissions of District and its employees, officials, and contractors in
the provision of services under this Agreement.

16. ASSIGNMENT
This Agreement may not be assigned by either party without written consent of the parties.
17. WAIVER AND SEVERABILITY

No provision of this Agreement, or the right to receive reasonable performance of any act
called for by its terms, shall be deemed waived of a breach thereof as to a particular
transaction or occurrence.

If any term or condition of this Agreement or application thereof to any person or
circumstance is held invalid, such invalidity shall not affect other terms, conditions or
applications of the Agreement which can be given effect without the invalid term, condition
or application; to this end the terms and conditions of this Agreement are declared
severable.

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18. ENTIRE AGREEMENT

The parties acknowledge that they have read and understand this Agreement, including any
supplements or attachments hereto, and do agree thereto in every particular. The parties
further agree that this Agreement, together with all appendices, constitutes the entire
Agreement between the parties and supersedes all communications, written or oral,
heretofore related to the subject matter of this Agreement. This Agreement may be modified
or amended, in writing, with the mutual consent of the parties. With the signatures below,
the parties indicate that they have the legal authority to obligate their respective agency to
the terms and conditions contained herein.

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Meridian School District No. 505 elects to contract for:

Full Services

Board approval date:
OR

Resolution number and date , Of board delegation of
authority to sign interlocal agreements.

(Superintendent Signature) (Date) Dr. Ismael Vivanco, Superintendent (Date)
Northwest Educational Service District 189
Skagit County, Washington

Printed Name

, Washington
(County)

NWESD Internal Approvals:

Fiscal: Ut

Program | UW

Manager:

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Appendix A

Software and Systems - Services and Support

NWRDC Services

The following services are currently available to member districts. Every member of NWRDC may
contract for Fiscal/HR Services (Business), Student Services or Full Services (both).

Service Requests

To request support during Normal Business Hours, the following points of contact will be used:

Business Support Team
425-349-6560

nwrdcfiscalsupport@nwrdc.net

https://www.nwrdc.net/business-team

Student Support Team
425-349-6570

nwrdcstu@nwrdc.net

https://www.nwrdc.net/student-team

Print Operations Team
425-349-6666

croom@nwrdc.net

https://www.nwrdc.net/operations-team

Response Times

NWRDC monitors the phone/e-mail support queues during normal business hours to ensure
timely responses. At any time an issue is determined critical, the client will be notified within one

hour of its status and every two hours thereafter.

A critical incident meets any of the following conditions:
e Productivity has stopped
e A staff member or agency cannot continue work
e Data is corrupt
e Financial controls are impaired
e System security has been compromised

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Application Support Services

NWRDC services are available to employees of the District for the application under contract.
Services may include but are not limited to telephone support, training, user documentation
materials and consulting in conjunction with the utilization of the WSIPC provided software. When
the District contracts with outside consultants, it is recommended that these consultants attend
relevant training.

Data Transportation

NWRDC assumes responsibility and cost to deliver computer output via United Parcel Service to a
single designated drop-off location within the District. Districts requesting delivery to multiple
drop-off points will be billed for this added service. The District may elect to pick up their output at
the NWRDC Data Services. Data shipped from the District to NWRDC is the financial responsibility
of the District.

Paper and Special Forms

NWRDC reserves the right to bill the district for paper usage beyond approved levels as
determined by the NWRDC Executive Committee. Additional fees will be levied for anything
beyond that limit. Paper and special forms used in the district on terminals, personal computers
and other office machines are provided by the district.

Terminal Communications

District assumes responsibility for the costs and support of hardware, telecommunication
software, and telecommunication connection costs to the access points established by NWRDC.
NWRDC provides Active Directory account management for member districts, including Remote
Desktop Services (RDS) support.

Additional Services

Districts may contract with the NWRDC for special projects, which are not covered in the above
services or included in the membership agreement. Such services shall be provided under the
policy and rates adopted by NWESD and based on the availability of staff. For more information
visit our website at

Print Shop: https://www.nwrdc.net/operations-team/print-sho

Contract Business Services: https://www.nwrdc.net/business-team/contract-business-services/.

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WSIPC Services

SYSTEM AVAILABILITY

Normal: Monday -— Friday; 6:00 AM — 6:00 PM
Defined as primary school district work hours during which no elective downtime is done by
WSIPC.

Evening/Weekend/WSIPC Holiday: Monday-Friday; 6:00 PM — 11:00 PM;

Weekends: 6:00 AM — 11:00 PM

Defined as hours during which elective downtime can be scheduled with one week’s notice.
End-users can access the application. Individual components of a redundant group may be
unavailable. Approval is required by the NWRDC Director and WSIPC Operations department
heads. Advance communication will be sent to the NWRDC Director and WSIPC Operations
departments. At the conclusion of downtime, communication will be sent to this same group.

Late Night: Monday — Sunday; 11:00 PM — 6:00 AM

Defined as hours during which backups, system reboots and maintenance can occur. Elective
downtime may be scheduled with same-day notice. Services may be unavailable. Advance
communication will be sent to the NWRDC Director and WSIPC Operations departments. At the
conclusion of downtime, communication will be sent to this same group.

SMS 2.0 Release Weekend: Saturday; 12:00AM — 9:00 PM

Defined as three time yearly period during which SMS 2.0 application software, hardware and
operating system maintenance is performed. Expect services to be unavailable. Approval
required by the Data Center Director(s) and WSIPC Operations department heads. Advance
communication will be sent to the Data Center Director(s) and WSIPC Operations departments.
At the conclusion of downtime, communication will be sent to all data centers and WSIPC
Operations departments. The approved down time schedule will be communicated regularly
throughout the year to reduce the number of surprises to Cooperative members.

Qmlativ Releases

WSIPC Qmlativ software update releases are an automated function. WSIPC has designated the
timeframe of 11 PM to 5 AM for these functions. The frequency of releases is biweekly, and
patches when needed. Timing can change at the direction of Skyward.

Emergency Downtime
Emergency downtime can be performed for degradation of hardware or software components
for which either of the following is true:
° The software or hardware is part of the failover system for a mission-critical system.
° The software or hardware is a single point of failure for a mission critical system.

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Emergency downtime can be requested between the hours of 6:00 PM and 6:00 AM with same-
day notice or an agreed upon elected time with same-day notice. Advanced communication will
be sent to the Data Center Director(s) and WSIPC Operations departments. At the conclusion of
downtime, communication will be sent to this same group.

Service Continuity

In the event of complete failure of the SMS 2.0 centralized hosting provided by the Cooperative
a failover system is in place for limited mission-critical access to core software and data
systems. Backup or redundant capacity exists for database, servers and network. This failover
capacity will only be used for dramatic and sudden system failure of the primary hosting center,
but will not be utilized during normal, routine, or scheduled down time. WSIPC also has a
redundant network link to provide connectivity to SMS 2.0 in the event of an outage with the
primary K-20 circuit. Virtual Router Redundancy Protocol (VRRP) communicates to two routers,
K-20s 10GB router and the Comcast router connected to a provisioned switch.

SOFTWARE

Delivery

WSIPC, in conjunction with NWRDC, will ensure the software WSIPC provides complies with
state reporting, budgeting, and personnel retirement requirements. WSIPC will install the
Software either at a site hosted or purchased by WSIPC or at a locally designated site. All
software modules supported under this Agreement is documented in Addendum | and posted

on our website: https://www.nwrdc.net/about-us/services/.

Warranty

WSIPC warrants that upon delivery by WSIPC: (a) the Software will perform substantially in
accordance with its written specifications established by WSIPC; and (b) the Software does not
infringe any U.S. patent or copyright. WSIPC does not warrant that the Software is free from
bugs, errors, or omissions. The exclusive warranties set forth in this paragraph apply only to the
latest release of such items of Software incorporating all corrections, updates, enhancements,
and modifications made available by WSIPC.

Performance Remedy

As Licensee’s exclusive remedy and WSIPC’s entire liability, if any Software subject to the
warranty set forth in Addendum | Cooperative Supported Products listed on our website at
https://www.nwrdc.net/about-us/services/, fails to comply with the warranty set forth WSIPC
will use reasonable efforts to correct the noncompliance (e.g., by furnishing an update, new
release, enhancement, or modification of the noncomplying Software); provided that (i)
Licensee notifies WSIPC of the noncompliance and (ii) WSIPC is able to reproduce the
noncompliance on the hardware for which the Software was designed. If after the expenditure
of such reasonable efforts and the expiration of a reasonable time period WSIPC is unable to

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correct any such noncompliance, WSIPC will refund to Licensee a pro rata portion of the license
fee paid by Licensee during the then current Year for that portion of the Software found to be
noncomplying. Such refund will be in full satisfaction of all claims of Licensee relating to such
noncompliance.

Grant & Limitations

WSIPC grants through NWRDC a nontransferable, nonexclusive license during the Term to use
the software and documentation for District data operations. The District will not disclose or
make available any software or documentation associated with this Agreement to any parties
or persons not using the same on behalf of the District. Nor will the District change, modify or
alter any software without prior written permission from WSIPC through NWRDC. In short, the
District agrees that it shall safeguard all proprietary materials being serviced by WSIPC and shall
not infringe on or violate any vendor license agreements WSIPC has entered into on their
behalf. If a vendor working on behalf of the District needs to access data in a way not
provisioned through the software, the vendor will be required to sign a Non-Disclosure
Agreement with WSIPC.

Software Updates
WSIPC agrees to keep current with software licensed from Skyward and will install new versions
on a timeline that will be communicated to ISC’s and School Districts.

School District Workstations

Configuration requirements for devices and their software that school district personnel use to
access WSIPC’s software modules can be found on our website:
https://www.nwrdc.net/technology-team/.

Reporting

WSIPC will provide reports that impact a majority of the school districts in the Cooperative, are
supported by the software design, and which are defined and mandated by legislative statute
or an official state agency (e.g. OSPI) where clearly defined reporting specifications are
provided. Such reports are formal, often required for compliance with state education laws or
regulations, and serve official administrative, monitoring, or policy-making purposes. WSIPC will
work with state agencies and affected partner organizations to gather requirements for the
report. WSIPC and/or NWRDC will inform Districts of any mandated changes.

Custom Reports and Imports

Any agency may request the creation of a custom report, import, or export. Such services may
incur an additional fee. If an agency chooses to proceed with a request, the request will be
considered, requirements will be gathered, and a quote for the work will be provided.

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WSIPC SaaS Modules

WSIPC may provide additional software to enhance or supplement WSIPC’s standard offerings.
The costs for these optional offerings are in addition to the normal FTE fee. Fees for optional
SaaS modules are also variable and follow the same general terms of this Agreement. Refer to
Addendum | for the current listing of SaaS software offerings.

WSIPC Purchasing Program

The WSIPC Purchasing Program connects education and public agencies to a network of
technology partners, leveraging the power of the WSIPC Cooperative to provide competitively
bid goods and services at a reasonable cost.

Each vendor who becomes a part of the WSIPC Purchasing Program has been awarded a bid
contract through an official competitively bid RFP process in compliance with Washington State

Procurement RCWs.

For more information and a current list of vendors, visit the WSIPC website:
https://www.wsipc.org/purchasin

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Appendix B

NWRDC FTE Rates

NWRDC WSIPC

Software Support Software

Services Licensing

Fiscal Only $14.63 $22.20

etudent Only $15.56 $14.94
Full Service $26.32 $22.20

Northwest Regional Data Center
2121 W. Casino Road, Everett, WA 98204
Phone 425-349-6545 Fax 425-349-6686

Total
FTE Rate

$36.83

$30.50

$48.52