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HomeMy WebLinkAbout702A-874 Interlocal Agreement Archives ID: 07NW029E OSO:? Contract No. 702A-874 INTERLOCAL AGREEMENT For DOCUMENT PREPARATION AND IMAGING SERVICES THIS AGREEMENT is made and entered into by and between the City of Anacortes (hereinafter "CUSTOMER") and the STATE of WASHINGTON, OFFICE OF THE SECRETARY OF STATE, ARCHIVES & RECORDS MANAGEMENT DIVISION (hereinafter"ARCHIVES"). This Interlocal Agreement establishes the understanding for providing document preparation, scanning, and microfilming services. Specific work to be preformed shall be described in a separately approved Statement of Work. SCOPE OF SERVICES 1. ARCHIVES shall provide document preparation, scanning, and microfilming services to the CUSTOMER upon receipt of a detailed SOW describing the services requested and the documents to be prepared and scanned or microfilmed. The SOW shall thereby be made an integral part of this Agreement. Within ninety (90) days after delivery to the CUSTOMER of the finished product, pursuant to the SOW, ARCHIVES shall return the documents to the CUSTOMER. Upon a written request from the CUSTOMER, ARCHIVES will transfer the documents to an ARCHIVES'S regional branch facility. 2. ARCHIVES shall meet or exceed the quality control, processing, document preparation, and imaging specifications and standards for the creation of archival public record documents established by Washington State law. It is the responsibility of the CUSTOMER to verify the quality and accuracy of the service performed and to notify ARCHIVES of any discrepancies within thirty (30) calendar days after receiving the finished work product for each Statement of Work. Promptly after receiving such notice of any discrepancies from the CUSTOMER, ARCHIVES will replace deficient work product with product that meets specifications and standards at no charge to the CUSTOMER. Any defects or errors communicated by the CUSTOMER to ARCHIVES after thirty (30) calendar days from the invoice date will incur additional costs. 3. Although each Statement of Work will include an estimated completion date as agreed upon by the parties, ARCHIVES shall not be liable for delays in providing services to the CUSTOMER under this Agreement. 4. Nothing in this Agreement shall constitute a guarantee by the CUSTOMER to provide a minimum amount of work or a promise to supply work to ARCHIVES. 5. All records must be delivered in boxes capable of holding their contents with the lid closed. This includes rolled or flat drawings. Boxes that are damaged, without lids, or weighing over 401bs will not be accepted. Boxes may be weighed before transporting. ARCHIVES have archival quality boxes with attached lids for purchase. Imaging Services have staff available to box CUSTOMER documents on site for an hourly fee equal to the current ARCHIVES miscellaneous labor rate. 6. Washington State Microfilming Standards require certain information to be present on all microfilm. ARCHIVES will add pages to ensure compliance with the standards. CUSTOMER will be charged at a per page rate and project preparation rate. Page 1 of 5 S:1Contracts\ContractslImaging\Grant imaging agreements merge 092007 Archives ID: 07NW029E OSO0 Contract No. 702A-874 7. CUSTOMER instructions that result in a suspension of work in progress will be charged the current ARCHIVES miscellaneous labor rate per each hour of downtime for shut down and restart. Once the project work begins, all questions submitted to the CUSTOMER must be answered expeditiously and no later than one (1) business day to avoid work stoppage. II. TERMS AND TERMINATION 1. This Agreement shall take effect upon the signing of the last required signature. CUSTOMER agrees to comply with the RCW 39.34.040, if required. This Agreement shall remain in effect until May 31, 2009. 2. The CUSTOMER may extend this Agreement for up to two (2) additional two-year terms by providing a written notice to ARCHIVES any time before the termination date. 3. Either party may terminate this Agreement upon a thirty (30) calendar day written notice to the other party. In the event of termination of this Agreement, the terminating party shall be liable only for the performance rendered prior to the effective date of termination. The CUSTOMER shall pay ARCHIVES within thirty (30) calendar days of receipt of billing for services rendered. III. COMPENSATION 1. The CUSTOMER will pay ARCHIVES for the services provided under this Agreement at the rates in effect at the time a request for work is received from the CUSTOMER and ARCHIVES creates a Statement of Work, which is approved by the CUSTOMER. ARCHIVES shall maintain the right to increase or decrease the cost of rendering service(s) under this Agreement throughout its lifetime upon a thirty (30) calendar day advance notice to the CUSTOMER, and the CUSTOMER has fifteen (15) calendar days to agree or terminate the Agreement. 2. ARCHIVES will send an itemized bill to the CUSTOMER each month that includes work done in the prior month's imaging services detailing charges by Statement of Work number and services provided. ARCHIVES shall submit invoices to the same address to which notice is sent. 3. The CUSTOMER shall make payment by checks, journal voucher, or credit card of amount due within thirty (30) calendar days after receiving a properly executed invoice. The CUSTOMER shall make checks payable to the Office of the Secretary of State and send payment so the Office of the Secretary of State, Financial and Support Services, P.O. Box 40224, Olympia, WA 98504-0224. Payment must reference the Agreement number. 4. Total services under this Agreement shall not exceed $50,000.00. This amount can be increased by amendment to this Agreement. IV. NOTICE 1. Any notice to be given under this Agreement shall be in writing and may be sent either by registered or certified mail, facsimile transmission, email, or personal delivery. 2. Any notice from ARCHIVES sent to the CUSTOMER shall be sent or delivered to: Page 2 of 5 S:1Contracts\Contractslimaging\Grant imaging agreements merge 092007 Archives ID: 07NW029E OSO , Contract No. 702A-874 Tori Wyman City of Anacortes 904 6th St Anacortes, WA 98221 Telephone Number: (306) 299-1947 Fax Number: (360) 293-1928 Email Address: toriw@cityofanacortes.org 3. Any notice from the CUSTOMER sent to ARCHIVES shall be sent or delivered to: David Tuckett Imaging and Preservation Services Manager Office of the Secretary of State Washington State Archives 711 Tumwater Boulevard Tumwater, WA 98512 Telephone: (360) 586-2487 Fax Number: (360) 586-9602 Email Address: dtuckett@secstate.wa.gov 4. Notice shall become effective upon delivery in person, three business days after posting by prepaid registered or certified mail, receipt by the sender of a successful facsimile transmission report, or receipt by the sender of an email read receipt, whichever occurs first. V. RECORDS The parties to this Agreement shall each maintain books, records, documents, and other evidence, which sufficiently and properly reflects all direct and indirect costs expended by either party in the performance of the service(s) described herein. These records shall be subject to inspection, review, or audit by personnel of both parties, or other personnel duly authorized by either party, the Office of the State Auditor, and federal officials authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six (6) years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any these materials during this period. VI. GENERAL TERMS AND CONDITIONS 1. This Agreement shall not be assignable by either party without written consent of the other party. 2. The ownership of the documents or other items received from the CUSTOMER shall at all times remain the property of the CUSTOMER. The imaging or other products are the property of the ARCHIVES until payment has been made for the services rendered. 3. The service or product provided by this Agreement shall be either available for pickup or from V ' f 711 Tumwater SW, ater, WA 98512. 4 Exceptshipped asfr otherwisethe ARCHI providedES in thisacility Agreementat , when Boulevard a bona fide disputeTumw arises between ARCHIVES and the CUSTOMER, and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Secretary of State or the delegate authorized in writing to act on behalf of the Secretary of State. Page 3 of 5 S:1Contracts\Contracts\Imaging\Grant imaging agreements merge 092007 Archives ID: 07NW029E OSOa Contract No.702A-874 A. The request for a dispute hearing must: • be in writing; • state the disputed issues(s); • state the relative positions of the parties; • state the party's name, address, and contract number; and • be mailed to the Secretary of State or delegate and party's (respondent's) Agreement Manager. • The respondent shall send a written answer to the requester's statement to both the Secretary of State or delegate and the requester within fifteen (15) business days. B. The Secretary of State or delegate shall review the written statements and reply in writing to both parties within ten (10) business days. The Secretary of State or delegate may extend this period if necessary by notifying the parties. C. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in the Agreement shall be construed to limit the parties' choice of a mutually acceptable Alternate Dispute Resolution (ADR) method in addition to the dispute resolution procedure outline above. 5. This Agreement shall be construed and interpreted in accordance with the law of the State of Washington. The venue of any legal action brought hereunder shall be in the Superior Court for Thurston County. 6. To the fullest extent permitted by law, the CUSTOMER shall indemnify, defend, and hold harmless ARCHIVES and all officials, agents and employees of ARCHIVES from and against all claims for injuries or death arising out of or resulting from the performance of the Agreement. The CUSTOMER'S obligation to indemnify, defend, and hold harmless includes any claim by the CUSTOMER'S agents, employees, representatives, or any subcontractor or its employees. The CUSTOMER expressly agrees to indemnify, defend, and hold harmless ARCHIVES for any claim arising out of or incident to the CUSTOMER'S or any subcontractor's performance or failure to perform the Agreement. The CUSTOMER'S obligation to indemnify, defend, and hold harmless ARCHIVES shall not be eliminated or reduced by any actual or alleged concurrent negligence of ARCHIVES or its officials, agents, and employees. The CUSTOMER waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless ARCHIVES and its officials, agents and employees. 7. This Agreement may be modified only in writing by the parties executed with the same formalities required to execute this Agreement. 8. If any clause, phrase, sentence, or paragraph of this Agreement is declared invalid or void, the remaining provisions of this Agreement shall remain in full force and effect. 9. If any conflicts exist between the text of this Agreement and any Statement of Work,, the Agreement shall prevail. Page 4 of 5 S:1Contracts\ContractslImaging\Grant imaging agreements merge 092007 Archives ID: 07NW029E OSO., Contract No. 702A-874 VII. AFFIRMATION OF AGREEMENT The parties signing below hereby affirm that they have the authority to bind the respective parties to the terms of this Agreement. No other understanding, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or to bind any of the parties. This Agreement, together with all of its attachments and subsequent Statement of Work constitutes the entire Agreement. The parties have read and agree to the terms and conditions of this Agreement. CUSTOMER OFFICE OF THE SECRETARY OF STATE ce. _ (mii-e, ) cwzgrc i W i ( /07 Signature Date William Fieber Date 14,4 ALP Contracts Officer Tin rn ta'e- ticutApt, Finance'rypc _ Approved as to form. Office of the Attorney General Page 5 of 5 S:1Contracts\Contracts1Imaging\Grant imaging agreements merge 092007