HomeMy WebLinkAboutState Archives Service Level Agreement OSOS No. 818K-1402
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SERVICE LEVEL AGREEMENT
For
DOCUMENT PREPARATION AND IMAGING SERVICES
THIS AGREEMENT is made and entered into by and between KITTTITAS COUNTY
COMMISSIONERS (hereinafter “CUSTOMER”) and the STATE of WASHINGTON, OFFICE OF
THE SECRETARY OF STATE, ARCHIVES & RECORDS MANAGEMENT DIVISION
(hereinafter “ARCHIVES”).
This Service Level Agreement establishes the understanding for ARCHIVES to provide
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.
I. 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) calendar 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 after receiving the finished work product 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 40lbs will not be accepted. ARCHIVES have archival quality boxes with
attached lids for purchase. ARCHIVES have staff available to box CUSTOMER
documents on site for an hourly fee equal to the current ARCHIVES miscellaneous labor
rate.
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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 for this
work.
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. This
Agreement shall remain in effect until December 31, 2018.
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. Notwithstanding paragraph II above, the
CUSTOMER has fifteen (15) calendar days to agree or terminate the Agreement for
changes made pursuant to this paragraph III.1.
2. ARCHIVES will send an itemized bill to the CUSTOMER not more than twice monthly,
which includes work done in the prior two week period for 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 to 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 an amendment to this Agreement signed by both Parties.
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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:
Customer Contact Name: Bryanna Anderson
Kittitas County Commissioners
205 W 5th St., Suite #108
Ellensburg, WA 98926
Telephone Number: (509) 962-7508
Fax Number: (509) 397-6355
Email Address: Brynna.anderson@co.kittitas.wa.us
3. Any notice from the CUSTOMER sent to ARCHIVES shall be sent or delivered to:
Terry Badger
Deputy State Archivist
Office of the Secretary of State
Washington State Archives
1129 Washington Street SE
Olympia, WA 98504-0238
Telephone: (360) 586-1602
Fax Number: (360) 586-0368
Email Address: terry.badger@sos.wa.gov
4. Notice shall become effective upon delivery in person, three (3) 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 or termination of this
Agreement 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 of 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.
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3. The service or product provided by this Agreement shall be either available for pickup or
shipped from the ARCHIVES’ facility at 1129 Washington Street SE, Olympia, WA
98504.
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 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 outlined 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.
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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.
KITTITAS COUNTY COMMISSIONERS: OFFICE OF THE SECRETARY OF STATE
Date Date
Board of Commissioners State Archives
APPROVED AS TO FORM
Attorney General's Office