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Home My WebLink About5.909 Original Contract 5.6/0tl ..... Archives ID: 07NW098E 0808 No. 9CP2-1018 INTERLOCAL AGREEMENT For DOCUMENT PREPARATION AND IMAGING SERVICES THIS AGREEMENT is made and entered into by and between the CITY OF PORT ANGELES (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 performed shall be described in a separately approved Statement of Work (hereinafter "SOW"). Any additional SOWs shall be approved in writing. !. SCOPE OF SERV!CES 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 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 upun by the parties, ARCHIVES shall noi. be iiable for ueiays 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 40lbs 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. Page 1 of 5 Contracts\Contractsllmagmg\NEW TEMPLATE PROJECTS\ClIy of Port Angeles 9CP2 Archives ID. 07NW098E 0505 No. 9CP2-1018 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. 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 tvvo (2) additional tvvo-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. Page 2 of 5 ContractslContractsllmaglnglNEW TEMPLATE PROJECTSIClty of Port Angeles 9CP2 Archives 10: 07NW098E 0808 No. 9CP2-1018 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: Becky Upton City Clerk City of Port Angeles 321 E. 5th Street P.O. Box 1150 Port Angeles, WA 98362 Telephone Number: (360) 417-4634 Fax Number: (360) 417-4609 Email Address:cityclerk@cityofpa.us 3. Any notice from the CUSTOMER sent to' ARCHIVES shall be sent or delivered to: Boyd Barber Imaging and Preservation Services Manager Office of the Secretary of State Washington State Archives 6340 Capitol Blvd. P.O. Box 40240 Tumwater, WA 98501 Telephone: (360) 586-9608 Fax Number: (360) 586-9602 Email Address: bbarber@secstate.wa.aov 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. Page 3 of 5 ContractslContractsllmaglnglNEW TEMPLATE PROJECTSIClty of Port Angeles 9CP2 v- Archives ID 07NW098E 0505 No. 9CP2-1018 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 shipped from the ARCHIVES' facility at 711 Tumwater Boulevard SW, Tumwater, WA 98512. 4 Except as otherwise provided in this Agreement, when a bona fide dispute 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. A. The request for a dispute hearing must: . be in writing; . state the disputed issues(s); . state the relative positicns 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. Each party to this agreement shall be responsible for its own acts and/or omissions and those of its officers, employees and agents. No party to this agreement shall be responsible for the act and/or omissions of entities or individuals not a party to this agreement. 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 ContractslContractsllmagmglNEW TEMPLATE PROJECTSlCity of Port Angeles 9CP2 . 'r · Archives ID 07NW098E 0505 No. 9CP2-1018 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. CITY OF PORT ANGELES OFFICE OF THE SECRETARY OF STATE ~k'4~ Sign ture ~ I?tAhvA6€~ Title (/~~ Date u.~ -=\-~ State Archivc-::r Co0"~~ OUlt..{iIV q/ t",IO~ Date Approved to Form. Office of the Attorney General Page 5 of 5 ContractslContractsllmagmglNEW TEMPLATE PROJECTSIClty of Port Angeles 9CP2 5.QOCl WASHINGTON STATE ARCHIVES Imaging & Preservation ServlcPC: 10) ~ ~ ~ ~ ~ ~IU ru tIJV I 8 2(JB ~ PO Box 40240 Tumwater, WA 98504-0240 www.secstate wa gov Tel 360.586 2487 Fax' 360 586 9602 November 17, 2008 Becky Upton City of Port Angeles PO Box 1150 Port Angeles, W A 98362 Dear Ms. Upton: Enclosed is your original copy of our executed Imaging & Preservation Services Agreement, OSOS #9CP2-1018-1 between the City of Port Angeles and the State of Washington, Office of the Secretary of State, Division of Archives & Records Management. If you have any questions regarding the Agreement, please contact our Imaging and Preservation Services Manager, Boyd Barber at (360) 586-9608 or by email at bbarber@secstate.wa.gov or our Customer Service Manager, David Tuckett at (360) 586-2487 or by email at dtuckett@secstate.wa.gov. Thank you for choosing to use our services. I hope you're enjoying your day! Sincerely, ~ Marissa Quenga Administrative Assistant Washington State Archives Imaging & Preservation Services 6340 Capitol Blvd. P.O. Box 40240 Tumwater, WA 98501 mquenga@secstate.wa.gov Enclosure ~" . .... ..... 5. tlo If OS os No. 9CP2-1018-1 STATEMENT OF WORK NO.1 FOR INTERLOCAL AGREEMENT 9CP2-1018 This Statement of Work is made and entered into by and between the CITY OF PORT ANGELES (hereinafter "CUSTOMER") and the STATE OF WASHINGTON, OFFICE OF THE SECRETARY OF STATE, ARCHIVES & RECORDS MANAGEMENT DIVISION (hereinafter "ARCHIVES"). This Statement of Work (SOW) and exhibit is incorporated into and hereto made an integral part of Interlocal Agreement No. 9CP2-1018. CUSTOMER: City of Port Angeles 321 E. 5th Street PO Box 1150 Port Angeles, WA 98362 Contact: Title: Telephone No.: Email: Customer Becky Upton City Clerk 360-417 -4634 bupton@cityofpa.us Archives Boyd Barber Imaging Services Manager 360-586-9608 bbarber@secstate.wa.gov David Tuckett Customer Service Manager 360-586-2487 dtuckett@sestate.wa.gov I. SPECIFIC SERVICE ARCHIVES shall provide services and staff and otherwise do all things necessary for or incidental to the performance of work set forth in Exhibit A and fully incorporated herein by reference. II. PRICES Service Unit Unit Price 16mm Microfilm - Single or Multi-Page TIFF Images (Up to Per Image 0.0175 11 "xi?") to Microfilm - Basic Service All shipping or ferry prices will be charged cost + 30% IMAGING ESTIMATE Service # of Units Total Unit Cost 16mm Microfilm - Single or Multi-Page TIFF Images (Up to 30,000 525.00 11"x17") to Microfilm - Basic Service All shipping or ferry prices will be charged cost + 30% IMAGING ESTIMATE Subtotal 525.00 Sales tax: 44.10 Total 569.10. III. CONTRACT PERIOD FOR STA TEMENT OF WORK The date of execution, which is the date of the last signature, through May 31, 2009 Page 1 of 4 . . 0505 No. 9CP2-1018-1 IV. SERVICE DELIVERY The above amount is an estimate for the project described in Paragraph I, SpecifIc Service. If the project received is different than described in the Specific Service or is more complex than originally estimated, ARCHIVES will contact the CUSTOMER with a new cost estimate before starting work. After ARCHIVES has notified the CUSTOMER, the CUSTOMER has fifteen (15) calendar days from the date of notification of accepting the new cost estimate, whereby an amendment to this Agreement will be prepared, or discontinue the project under this Agreement. V. GENERAL TERMS AND CONDITIONS Should an unforeseen event cause a need for ARCHIVES to exceed the time described in . SPECIFIC SERVICE, either by mutual consent a new date of completion will be established by amendment of this Agreement, or the Agreement will be terminated by mutual agreement. VI. AFFIRMA TlON OF AGREEMENT The parties signing below hereby affirm that they have the authority to bind the respective parties to the terms of this Agreement. This SOW is an integral part of Interlocal Agreement No. 9CP2-1 018 and contains all the terms and conditions agreed upon by the parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement and SOW, shall be deemed to exist or to bind any of the parties hereto. This Agreement and SOW, together with its exhibit, constitutes the entire Agreement. The parties have read and agree to the terms and conditions of this Agreement. City of Port Angeles Office of the Secretary of State .,! ~LO~~~ Signature "11'" Date Dat(t~~i (il'" fit A ~..\ It Title Exhibit A Page2of4 " 0505 No, 9CP2-1018-1 Exhibit A The ARCHIVES shall: Proiect Management . Contact the first or secondary CUSTOMER contacts with any questions regarding the project . Provide timeltnes, quantities, project complexity, and cost estimates based on our original project review. Estimates may be revised based on the condition of the records at the time they arrive In our production facility. ARCHIVES staff will review the project prior to beginning work and notify the customer of any cost adjustments required for document preparation which exceed the onginal estimate. Archive Writer Basic . Perform digital image to microfilm conversion for previously scanned paper documents sized up to 11" by 17". o ThiS category of work consists of approximately 30,000 images. . Conversion services are priced at Grade Basic . Convert image files sequentially onto the film by chronological andlor number order according to Indexing and file naming scheme. . Create silver-halide microfilm rolls for each record series. . Submit microfilm and transmittal documents to the ARCHIVES Security Microfilm section for preservation in the film vault. The CUSTOMER shall: . Clearly label document containers as to their contents. o Container identification shall include agency and office name, name of record series, contents (examples: 1-100, AABLE-JOHNSON, 01/01/1900-12/31/1900, etc), and an Indication of the container number Within a sequence (Le., 1 of 23, 2 of 23, etc). . Documents shall be prOVided to ARCHIVES in standard records boxes. Care should be taken to ensure that no portions of the records are exposed to the elements during transportation. . Make compact disks available for filming prior to 11/14/2008. . Submit payment for completed work within 30 calendar days of invoice date. . Provide first and secondary contacts for any questions during the project: o First contact: Name: Becky Upton Phone: 360-417-4634 email: bupton@cityofpa.us o Secondary contact: Name: Daniel Blalzik Phone: 360-417-4804 email: dbialzik@cityofpa.us . Ensure project is ready for processing prior to sending to ARCHIVES. Archive Writer Basic . Send single or multi-page image files to be converted to microfilm to ARCHIVES on compact disks. o Washington State Archives Imaging & Preservation Services 6340 Capitol Blvd. PO Box 40240 Tumwater, WA 98504-0240 . Clearly label compact disks and containers as to their contents. . Container identification shall include agency and office name, name of record series, contents (examples: 1-100, AABLE-JOHNSON, 01/01/1900-12/31/1900, etc), and an indication of the container number within a sequence (I.e , 1 of 23, 2 of 23, etc). . Name Image files sequentially in the order they are to appear on the film . Ensure image files are no larger than one (1) MB Page 3 of 4 .- l' ...... 0808 No. 9CP2-1018-1 . Separate image files mto subdirectories named by record series . Prepare and send Archives transmittal document for subsequent microfilm at the time the compact disks are sent. Page 4 of 4