Memorandum of Understanding (MOU) Northwest Regional Data Center. School Board of Palm Beach County MOU # NWRM0011

Transcription

1 Memorandum of Understanding (MOU) By and Between Northwest Regional Data Center and School Board of Palm Beach County MOU # NWRM0011 PROJECT: Disaster Recovery/Business Continuity PM: Annie Zhang/Bill Teasley Memorandum of Understanding V.1.0 CREATED

2 CHANGE LOG V.1.0 March18 th, 2009, Created by Annie Zhang V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 1

3 1. INTRODUCTION 1.1 Preamble The Florida State University created the Northwest Regional Data Center (NWRDC) in 1972 to provide centralized computing support to public education entities within the State of Florida in a utility mode operation. NWRDC is self-funded through Customer charges based on each Customer s actual use of NWRDC resources. Routine charges are calculated and invoiced to the appropriate account on the basis of full recovery of operating expenses for each fiscal year. NWRDC is governed by a Policy Board comprised of representatives of the Customer community. The purpose of this MOU (also referred to as Agreement) is to describe and define the responsibilities of NWRDC and School District of Palm Beach County herein after called the Customer, in regards to the systems necessary to provide the Customer Data Backup Services. This MOU acts as a Service Level Understanding and specifies service levels acceptable to NWRDC and the Customer. 1.2 Data Ownership NWRDC is the caretaker and protector of Customer s data and in no instance does NWRDC assume ownership responsibilities over any of Customers data. NWRDC s Customers are responsible for their own application software and the continuing support of that software, data and their Customers. 1.3 Term of Service These services will be provided to the Customer for the term of 3 years. The cost shall remain fixed for the period of this contract. This contract is renewable upon mutual agreement of both parties. 1.4 Billing Methodology NWRDC will send monthly invoices to the Customer for the services and equipment detailed in Attachment B. Non-recurring charges will be billed on the first invoice. 2. SERVICE LEVEL UNDERSTANDING 2.1 Availability Customer s system will be available at least 99.5% of uptime 24x7, 365 days a year, excluding scheduled maintenance. This MOU will apply only to the NWRDC infrastructure where the service is being hosted. The Northwest Regional Data Center will not be responsible for any external service outages outside the control of the NWRDC. 2.2 Hours of Operation Hours of operation and support availability vary depending on the service. General Support hours of operation are from 7:00 A.M. to 11:59 P.M. EST/EDT, Monday through Friday, excluding holidays. Emergency services are available by calling the main Computer Operations Office number, , which is available on a 24 x 7 basis. Emergency support is included in the NWRDC fixed V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 2

4 charges. The Customer IT staff will be allowed physical access with NWRDC staff companion to their equipment located at NWRDC. 2.3 Change Control In order to provide for the highest possible level of service and availability during the start of an academic term, no changes are allowed to the data center infrastructure for the two weeks prior to and two weeks after the start of an academic term. The start of the term is based upon the academic calendars for our higher education customers (FSU, FAMU, UWF, FAU, FIU, etc.) This moratorium on changes includes adding\removing electrical circuits, changes to the overall network infrastructure, software upgrades or patches of a non-emergency nature, etc. Changes for customer equipment or software impacting only the individual customer are allowed. 3. CHANGES AND MODIFICATIONS 3.1 Modifications to MOU If Customer requires resources or services in excess of those provided by NWRDC as of the date of this Memorandum of Understanding (the effective date), Customer will notify NWRDC of the specific equipment or services required to support the project. These changes will be documented through Change Orders to be mutually agreed and approved in writing by NWRDC and Customer. Any changes to the terms of service to this MOU must be through Amendment that will include specific details, associated charges, and mutually agreed and approved in writing by NWRDC, Policy Board and Customer. NWRDC will provide this information as documentation to the NWRDC Policy Board for review and approval. If approved the requested services will be provided and adjustments will be made to the statement of work and billing. Any new project will be governed by a new Memorandum of Understanding. 3.2 Agreement Renewal and Termination If Customer wishes to discontinue the Agreement, Customer must submit the request in writing no later than 180 days before the end of the term. If notice is not received, this Agreement may be renewed for an additional term; rates may be subject to change at time of renewal. If NWRDC, as part of its necessary performance and service to Customer, has been required to purchase equipment, licenses and/or certificates, Customer agrees to continue to be financially liable and responsible for the outstanding amount due for the equipment, the duration of the licenses and/or certificates, even though Customer has terminated the services of NWRDC. Unless otherwise noted within this Agreement, all equipment, software, or other resources purchased by NWRDC in execution of this Agreement will remain the property of NWRDC upon the termination of the Agreement. Likewise, unless otherwise noted in this Agreement, all equipment, software, or other resources purchased by the Customer in execution of this Agreement will remain the property of the Customer upon the termination of the Agreement. 4. GOVERNANCE 4.1 Applicable Law and Severability This agreement is construed according to the laws of the State of Florida with venue in Leon County. If any provision of this Agreement is held invalid or unenforceable the remainder of this Agreement V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 3

5 remains effective to the maximum extent permitted by law, and the application of such provisions in any other circumstances shall not be affected by such holding. In the event of a dispute or litigation each party agrees to be liable and responsible for its own legal fees, expenses, and costs including its attorney s fee and expenses. 4.2 Confidentiality Any information relating to the products, Customers, business, marketing plans and policies of Customer or its affiliates, supplied to NWRDC by or at the direction of Customer, acquired by NWRDC in the course of providing services to Customer or developed by NWRDC in carrying out NWRDC s duties under this MOU, shall be deemed to be confidential and proprietary information of Customer and the exclusive property of Customer. Such information shall not be disclosed to any third persons without the prior written consent of Customer or as provided by Chapter 119 Florida Statutes. NWRDC agrees to take all reasonable necessary precautions to protect the confidentiality of information. All documents, papers, letters or other materials relating to the MOU that are made or received by either party in conjunction with the MOU, except those matters which, under the MOU, Florida law or a party s rules are confidential, are required to be available for public access as specified by Chapter 119, Florida Statutes. Such records shall be maintained for a period of three (3) years after the expiration of the MOU. Both parties may unilaterally cancel the MOU for the other s refusal to allow access to public records. 4.3 Liability Customer and NWRDC are each liable and responsible for its actions and omissions, and the actions and omissions of its employees, agents and representatives when acting in the scope of their employment or agency. 4.4 Use of name, logo, trade names and marks Neither Customer nor NWRDC will use the name, logo, trade names and/or marks of the other without prior written consent. By signing this MOU, Customer grants NWRDC to add its name to its customer list on website and written document. 4.5 Nonassignability Neither Customer nor NWRDC will assign or transfer this MOU without the prior written consent of the other party. 4.6 Independent Contractor Customer and NWRDC represent that they are acting in their individual capacities and not as agents, employees, partners, or associates of one another. 4.7 Payment and overdue payment If Customer is an agency or political subdivision of the State of Florida payment shall be made in accordance with Section , Florida Statutes. Invoices that have to be returned to NWRDC because of NWRDC s preparation errors or disputes will result in a delay in the payment. The invoice payment requirements shall not start until a properly completed invoice is provided to Customer. Undisputed amounts are subject to the invoice payment requirements. If a warrant is not issued within forty (40) days after receipt by Customer of a properly prepared invoice, a separate interest penalty as specified in Section 55.03, Florida Statutes, will be due and payable, in addition to V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 4

6 the invoice amount, to NWRDC. Interest penalties of less than one dollar ($1.00) will not be enforced unless NWRDC requests payment. 4.8 Unauthorized Aliens The employment of unauthorized aliens by any contractor is considered a violation of the Immigration and Nationality Act, 8 U.S.C Sec. 1324A. If either party knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the MOU. 4.9 Waiver Waiver of a breach of any provision hereof does not constitute a waiver of any subsequent breach of such provision or of any other provision in the MOU. 5.0 Contact Information Northwest Regional Data Center 2048 East Paul Dirac Drive Tallahassee, FL, (fax) Invoice Contact: Sharon Pearson, , Sharon_pearson@nwrdc.fsu.edu Michael Harris, , Michael_harris@nwrdc.fsu.edu Business Contact: Annie Zhang, , annie_zhang@nwrdc.fsu.edu Technical Contact: Mikal Haney, , mikal_haney@nwrdc.fsu.edu (Mainframe) Bill Teasley, , bill_teasley@nwrdc.fsu.edu (Open System) Customer Mailing address (Invoice): 9100-Accounting Services/AP 3300 Forest Hill Blvd. Suite A323 West Palm Beach,Fl Phone No.: Fax No.: Web address: Invoice Contact: Linda Banaszek, lbanaszek@palmbeach.k12.fl.us Business Contact: Larry Padgett, Padgett@palmbeach.k12.fl.us Technical Contact: Steve Jilek, sjilek@palmbeach.k12.fl.us Nancy Chandler, chandlern@palmbeach.k12.fl.us V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 5

7 AGREEMENT The date of final signature will be the execution date for the MOU/ Agreement. Billing details in Attachment B is subject to change if the Customer s signature is not retained within 30 days after NWRDC s signature. Northwest Regional Data Center Policy Board Michael Dieckmann, Chairman, Northwest Regional Data Center Policy Board Signature Date Northwest Regional Data Center (NWRDC) Tim Brown, Executive Director, Northwest Regional Data Center Signature Date Florida State University, acting for and on behalf of the Florida State University Board of Trustees, a state university and public body corporate of the State of Florida John Carnaghi, Vice President, Finance & Administration, Florida State University Signature Date School Board of Palm Beach County Title Signature Date V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 6

8 ATTACHMENT A: STATEMENT OF WORK Description of Services to be Provided: Services to be rendered include creating and maintaining an environment to facilitate the hosting of the Customer equipment defined by School Board of Palm Beach. In this solution, NWRDC will: 1. Provide 7 standard 19 racks. 2. Provide 128 sq ft floor space to house 7 racks for Customer provided equipment. 3. Make available 16 3 phase electrical circuits supplied of conditioned, uninterrupted power to 7 racks. Any additional circuit required will be billed at $40 per circuit per month plus one time installation charge. 4. Provide 2 1GB shared network circuits to the Customer equipment with initial setup and cables. 5. Provide 1 analog communication line. 6. Provide up to 32 hours support service on initial equipment set up and configuration. 7. Seven hours of dedicated support for the Customer s systems are allocated per month. Any additional support or setup hours required will be billed at $80 per hour per month rate. Term of Service: These services will be provided to the Customer for the term of 3 years. V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 7

9 ATTACHMENT B: BILLING PBCS Collocation Project Quote (Shared Network Connection) RECURRING Attachment B NON-RECURRING Annually Services UNIT COSTS NON-RECURRING RECURRING Facilities 7 Standard 19'' racks $ 2, /ea $ 15, Phase 12.5 kva 208V PDUs (Server Enclosure) $ /ea $ 6, Phase 14.4 kva 208V PDUs (Blade Enclosure) $ /ea $ 2, Phase Electrical Circuits $ /ea $ 14, Phase Circuit Charge $ /ea per month $ 7, Raised Floor Space (7 Standard APC 19" racks) $ /per sq-ft mo $ 53, Network 2 Multi Mode Fiber Optic Patch Cables $ ea $ Initial Setup and configuration $ $ Access to Core network connections (1GB ea) $ /per port mo $ 4, Analog Communication Line $ ea $ /per line mo $ $ Support Services 32 Setup and configuration $ per hr $ 2, Support and Monitoring $ /per mo $ 6, Non-Recurring Costs Non-Recurring Cost Total $ 41, Recurring Costs Recurring Annual Cost $ 73, Annual Payment of $ 73, Non-recurring cost will be billed on the first monthly invoice Term of the contract is 3 years Each 3 phase electical circuit will be billed at the rate of $40 per month plus non-recurring installation charge Additional Support or Setup Hours will be billed at the rate of $80.00 per hour NWRDC will send monthly invoices of $ to Customer for the services and equipment detailed in Attachment A. It is anticipated that these monthly invoices will begin with the execution of this Agreement. Invoices will itemize charges as agreed to in Attachment B. Non-recurring charges of $ will be included in the first invoice. V.1.0 CREATED MEMORANDUM OF UNDERSTANDING 8