CCR2024.020-MNSD & City back up systemsCOMMON COUNCIL - CITY OF MUSKEGO
RESOLUTION #020-2024
APPROVAL OF AGREEMENT BETWEEN MUSKEGO-NORWAY
SCHOOL DISTRICT AND THE CITY OF MUSKEGO REGARDING
THE BACKUP SYSTEMS AT RESPECTIVE OFF -SITE LOCATIONS
WHEREAS, The Muskego-Norway School District (MNSD) and the City of Muskego (CITY) are
connect with fiber optic cable assets owned by each entity and connected at the Educational
Services Center (ESC); and
WHEREAS, this fiber optic network connection enables MNSD and CITY to securely and
directly transmit data to each other's facilities; and
WHEREAS, MNSD and CITY wish to locate offsite backup CITY computer equipment and data
storage at an offsite location (hereinafter referred to as "DR") to protect data from loss due to
natural disaster at the primary location; and
WHEREAS, based on the above, MNSD and CITY have entered into the attached Agreement
for implementation of IT backup systems at respective off -site locations; and.
NOW, THEREFORE, BE IT RESOLVED that the Common Council of the City of Muskego,
does hereby approve the Agreement Between Muskego-Norway School District and the City of
Muskego Regarding the Backup Systems at Respective Off -Site Locations.
BE IT FURTHER RESOLVED that the Mayor is hereby authorized to sign the Agreement and
the City Attorney is authorized to make substantive changes to it as may be necessary in order
to preserve the general intent thereof.
DATED THIS 26th DAY OF MARCH 2O24.
SPONSORED BY:
EILEEN MADDEN, COUNCIL PRESIDENT
This is to certify that this is a true and accurate copy of Resolution #020-2024 which was
adopted by the Common Council of the City of Muskego.
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City Jerk
3/24cmc
AGREEMENT Between Muskego Norway School District (MNSD) and the City of
Muskego (CITY) Regarding the Backup Systems at Respective Off -Site Locations
THIS AGREEMENT, is made between the Muskego-Norway School District (hereinafter
referred to as "MNSD") and the City of Muskego (hereinafter referred to as "CITY").
Whereas MNSD and CITY are connected with fiber optic cable assets owned by each entity and
connected at the Educational Services Center (hereinafter referred to as "ESC").
Whereas this fiber optic network connection enables MNSD and CITY to securely and directly
transmit data to each other's facilities.
Whereas, MNSD and CITY wish to locate offsite backup CITY computer equipment and data
storage at an offsite location (hereinafter referred to as "DR") to protect data from loss due to
natural disaster at the primary location.
Now, therefore the parties agree as follows:
Fiber Connectivity:
MNSD does hereby permit CITY to exclusively use (2) fiber optic strands from ESC
back to CITY data center for use to connect to CITY DR equipment located at MNSD
data center.
• CITY does hereby permit MNSD to exclusively use (2) fiber optic strands from CITY
data center back to MNSD data center for use to connect to MNSD DR equipment
located at CITY data center.
Equipment Co -location:
MNSD shall provide a secure location in its data center consisting of space to house
CITY DR equipment. MNSD also agrees to provide AC power to connect the equipment
in the rack.
2. CITY shall provide a secure location in its data center consisting of space to house
MNSD DR equipment. CITY also agrees to provide AC power to connect the equipment
in the rack.
3. MNSD agrees to secure the CITY DR equipment in a locked room at all times and shall
permit CITY reasonable access to the DR equipment 240 with (1) hour advance notice.
4. CITY agrees to secure the MNSD DR equipment in a locked room at all times and shall
permit MNSD reasonable access to the DR equipment 24x7 with (1) hour advance notice.
5. The term of this Agreement shall be for an initial term often (10) years after the
Effective Date (the "Initial Term") with automatic five (5) year renewals (each an
"Extension Term"), subject to the termination provision contained in Paragraph 10.
6. CITY shall provide ten (10) days' notice to MNSD prior to CITY placing any property
relating to DR on MNSD's property. Upon termination of this Agreement, MNSD shall
require CITY to remove any and all equipment that has been placed on MNSD's property
by CITY within ten (10) days after CITY receives notice from MNSD to remove the
equipment. Such removal shall be at the sole cost and expense of CITY.
7. MNSD shall provide ten (10) days' notice to CITY prior to MNSD placing any property
relating to DR on CITY's property. Upon termination of this Agreement, CITY shall
require MNSD to remove any and all equipment that has been placed on CITY's property
by MNSD within ten (10) days after MNSD receives notice from CITY to remove the
equipment. Such removal shall be at the sole cost and expense of MNSD.
8. MNSD, at its expense, shall be responsible for all fiber operations and maintenance for
the fiber optic cable and DR site it owns and permits CITY to use. Decisions regarding
the fiber operation and DR site and maintenance shall be at MNSD's sole discretion.
Fiber operations include conduit or fiber optic cable break/fix occurrences, tag and locate
operations, and any repairs to the fiber optic cable or conduit. Repairs deemed necessary
by MNSD shall be completed by MNSD and commercially reasonable. When reasonably
possible, MNSD shall provide one (1) day advance notice to CITY of scheduled repairs
or maintenance.
9. CITY, at its expense, shall be responsible for all fiber operations and maintenance for the
fiber optic cable and DR site it owns and permits MNSD to use. Decisions regarding the
fiber operation and DR site and maintenance shall be at CITY's sole discretion. Fiber
operations include conduit or fiber optic cable break/fix occurrences, tag and locate
operations, and any repairs to the fiber optic cable or conduit. Repairs deemed necessary
by CITY shall be completed by CITY and commercially reasonable. When reasonably
possible, CITY shall provide one (1) day advance notice to MNSD of scheduled repairs
or maintenance.
10. Either party may terminate this Agreement at any time for any reason by providing one
hundred eighty (180) days' notice to the other party. In the event of a material breach of
the agreement, the parties shall make a good faith effort to remedy the breach through
negotiation prior to actual termination.
11. MNSD shall indemnify, defend, and hold CITY, and its respective directors, officers,
employees, representatives and agents, and their respective heirs, successors and assigns,
harmless from and against and with respect to any claim, demand, action, cause of action,
loss, cost, expense, liability, injury, administrative order, consent agreement or order,
penalty or interest or damage, including, without limitation, attorneys' fees, and all costs
and expenses of all actions, suits, proceedings, demands, assessments, claims, and
judgments resulting from, occurring in connection with, or arising out of the negligent or
willful acts or omissions of MNSD, its employees, agents, invitees to the extent that such
act or omission is the fault of MNSD.
12. CITY shall indemnify, defend, and hold MNSD, and its respective directors, officers,
employees, representatives and agents, and their respective heirs, successors and assigns,
harmless from and against and with respect to any claim, demand, action, cause of action,
loss, cost, expense, liability, injury, administrative order, consent agreement or order,
penalty or interest or damage, including, without limitation, attorneys' fees, and all costs
and expenses of all actions, suits, proceedings, demands, assessments, claims, and
judgments resulting from, occurring in connection with, or arising out of the negligent or
willful acts or omissions of CITY, its employees, agents, invitees to the extent that such
act or omission is the fault of CITY.
13. The indemnity provisions stated herein shall survive the termination or expiration of this
Agreement.
14. MNSD MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE FIBER INFRASTRUCTURE OR ITS DATA CENTER,
AND HEREBY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF
NON -INFRINGEMENT. CITY ACKNOWLEDGES THAT THE GRANT OF THE
USE OF THE FIBER INFRASTRUCTURE AND DATA CENTER IS "AS IS, WHERE
IS AND WITH ALL FAULTS." UNDER NO CIRCUMSTANCE SHALL MNSD BE
LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR
PUNITIVE DAMAGES FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO,
AS A RESULT OF ANY INTERRUPTION OR CESSATION IN THE USE OF THE
FIBER INFRASTRUCTURE OR DATA CENTER, ANY DEFECT IN THE FIBER
INFRASTRUCTURE, OR OTHERWISE.
15. CITY MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE FIBER INFRASTRUCTURE OR ITS DATA CENTER,
AND HEREBY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF
NON -INFRINGEMENT. MNSD ACKNOWLEDGES THAT THE GRANT OF THE
USE OF THE FIBER INFRASTRUCTURE AND DATA CENTER IS "AS IS, WHERE
IS AND WITH ALL FAULTS." UNDER NO CIRCUMSTANCE SHALL CITY BE
LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR
PUNITIVE DAMAGES FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO,
AS A RESULT OF ANY INTERRUPTION OR CESSATION IN THE USE OF THE
FIBER INFRASTRUCTURE OR DATA CENTER, ANY DEFECT IN THE FIBER
INFRASTRUCTURE, OR OTHERWISE.
16. Nothing contained within this Agreement is intended to be a waiver or estoppel of
MNSD's or CITY's or their respective insurers' right to rely upon the limitations,
defenses, exemptions from liability and immunities contained within Wisconsin Statutes
sections 893.80 and 345.05, Chapter 292 or any other statutory provisions. To the extent
that indemnification is available and enforceable, the CITY, MNSD or their insurers shall
not be liable in indemnity, contribution, or otherwise for an amount greater than the limits
of liability for municipal claims established by Wisconsin Law.
17. Notwithstanding any other provision of this Agreement, the parties understand and
acknowledge that they are subject to Wisconsin's Public Records Law, Wis. Stat. § 19.21
et seq., that nothing in this Agreement shall prevent either party from meeting its
obligations thereunder, and that the parties will collaborate in complying with said law as
needed.
18. This Agreement shall be construed, enforced, and governed in accordance with the laws
of the State of Wisconsin. Any legal action regarding this Agreement shall be brought
and maintained in the Circuit Court of Waukesha County, Wisconsin.
19. Neither party shall assign any rights under this Agreement to any third party without the
prior written consent of the other party, which consent shall not be unreasonably
withheld.
20. All notices to be given under the terms of this Agreement shall be in writing, signed by
the person serving the same. Correspondence by email, sent to the email addresses
provided below, with a return receipt notice shall also act as proper and sufficient notice
under this Agreement.
MNSD's address for notices shall be:
Ryan Busack — Director of Information Technology
Muskego-Norway School District
roan.busack@muslcegonorway.org
CITY's address for notices shall be:
Barbara Loudon -Director of hnformation Technology
City of Muskego
Bloudongmuskego. wi. gov
City of Muskego
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Date: Date:
Muskego Norway School District