HomeMy WebLinkAboutWA State Archives Grant Agreement2�e scarf o
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s = Secretary of State
SAM REED
August 22, 2011
Debbie Clark
City of Pasco
PO Box 293
Pasco, WA 99301
Administrative Services
P.O. Box 40224
Olympia, WA 98504 -0224
Fax: (360) 236 -5044
www.sos.wa.gov
Re: Contract G- 12/064 between the state of Washington, Office of the Secretary of State,
Division of Archives and Records Management and the City of Pasco
Dear Debbie Clark:
Please find enclosed an executed Grant Agreement for the above - referenced matter.
If you have any questions, please contact Patrick Williams at (360) 586 -0108 or by email at
patrick.wi I lia msosos. wa. oov.
Sincerely,
Irov66 xj&��'Pcj_
William Fieber
Contracts Officer
Office of the Secretary of State
P.O. Box 40224
Olympia, WA 98504 -0224
Phone:(360) 236 -5045; (360) 236 -5044 Fax
bill.fieber(aDsos.wa.gov
Enclosure
SLA No. 8095P -1238 OSOS No. G- 12/064
GRANT AGREEMENT BETWEEN
THE STATE OF WASHINGTON,
OFFICE OF THE SECRETARY OF STATE,
DIVISION OF ARCHIVES AND RECORDS MANAGEMENT,
AND THE
CITY OF PASCO
This Grant Agreement is entered into between the state of Washington, Office of the Secretary of State,
Division of Archives and Records Management, hereinafter referred to as the "Agency', and City of Pasco;
hereinafter referred to as the "Grantee'.
PURPOSE
The purpose of this Grant Agreement is to support local public records management and preservation
efforts, as authorized under RCW 36.22.175., through the Archives and Records Management Division's
Local Records Grant Program.
STATEMENT OF WORK
The Grantee will provide services and staff, and otherwise do all things necessary for or incidental to the
performance of work, as set forth below:
The Grantee shall perform the work as described and included in the Grantee's application signed on May
24, 2011, and as set forth in Exhibit A incorporated by reference and included herein.
Scanning, microfilming, microfilm duplication and related services must be performed by Imaging Services
(IS), Washington State Archives, Office of the Secretary of State, as a condition of award acceptance. A
condition of this award is that a separate Service Level Agreement (SLA) for the work with IS is agreed to
and executed by the parties. Following execution of the SLA, a Statement of Work (SOW) for the SLA and a
Transmittal Agreement (with the Digital Archives) that details the work required by both parties will be
forwarded for signing. The signing of these documents satisfies the condition of award.
Records will be digitized and microfilmed from the earliest recorded date until completion of the project, or
exhaustion of funds; whichever occurs first.
IS may decline services based on business requirements, in which case Grantee may contract with outside
vendors. When using outside vendors, Grantee is responsible for ensuring all files and data meet the
specifications required to create security microfilm and host digital records in the Digital Archives. In event
that IS declines services the requirement for signing a SLA is voided. In this case funding for the work shall
be by reimbursement and described in an amendment to this Agreement
The Washington State Archives Grant Program requires both the narrative and financial components of
program progress reports be completed during the project period. Documentation of expenditures and bids
is required. The Grantee shall submit reports to both of the individuals listed below:
Jerry Handfield
State Archivist
Washington State Archives
1129 Washington St SE
Olympia, WA 90504 -0238
Patrick Williams, Coordinator
Local Records Grant Program
Washington State Archives
1129 Washington Street SE
Olympia, WA 98504 -0238
The final report, due on or before May 31, 2013, must provide a complete summary of the project and of all
grant activities as described in the application and Exhibit A. The report MUST include a separate, itemized
list of costs incurred and copies of receipts, and invoices, etc., to substantiate all figures.
PERIOD OF PERFORMANCE
Subject to its other provisions, the period of performance of this Agreement shall commence on date of
execution, and be completed no later than May 31, 2013, unless terminated sooner as provided herein.
Page 1 of 3
SLA No. 8095P -1238
PAYMENT
OSOS No. G- 12/064
In consideration for the work conducted as described in Exhibit A, the Agency agrees to credit the Grantee
an amount not to exceed $10,000 as prescribed and incorporated by reference herein. No funds will be
disbursed to the Grantee. The payment of credit for services is as described:
• An invoice will be created by the Agency's Imaging Services upon delivery of the completed project.
• The invoice will be paid by the Agency through a transfer of funds upon approval by the Grantee of
services provided.
• The Agency will send a copy of the paid invoices for reference to the Grantee.
Costs incurred prior to the effective date of the Grant Agreement shall be disallowed under the Grant.
Should the Grantee incur costs prior to the effective date of the Grant Agreement, it does so at its own risk.
RECORDS MAINTENANCE AND MONITORING PROJECTS FOR PROGRAM AND FISCAL
COMPLIANCE
The Grantee must comply with the accounting and auditing requirements set forth in WAC 434 - 670 -070 and
WAC 434 - 670 -080, respectively.
Specific accounting requirements for the Local Records Grant Program include but are not limited to:
• All changes to the approved project (project scope, budget, personnel), must be requested in writing
to, and approved by, the State Archivist.
• Grant work must be monitored in progress. Agency staff may visit the work site for review at any time
during the project.
• The Grantee must adhere to local and state bid requirements.
INDEPENDENT CAPACITY AND INDEMNIFICATION
The employees or agents of each party who are engaged in the performance of this Grant Agreement shall
continue to be employees or agents of that party and shall not be considered for any purpose to be employees
or agents of the other party. Each party to this Grant Agreement shall be responsible for its own acts and /or
omissions and those of its officers, employees and agents.
BUDGET REVISIONS
Revisions to the budget as described in the application that are within plus or minus ten (10) percent of the
award amount, must be requested in writing to, and approved by, the Washington State Archivist. Amounts
over ten (10) percent of the award amount shall be by written amendment signed by individuals authorized to
sign this Agreement.
Either party may terminate this Grant Agreement upon 30 days' prior written notification to the other party. If
this Grant Agreement is so terminated, the parties shall be liable for performance rendered or costs incurred in
accordance with the terms of this Grant Agreement prior to the effective date of termination.
TERMINATION FOR CAUSE
If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Grant
Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the
other party written notice of such failure or violation. The responsible party will be given the opportunity to
correct the violation or failure within 15 working days. If failure or violation is not corrected, this Grant
Agreement may be terminated immediately by written notice of the aggrieved party to the other.
The rights and remedies of the Agency provided in this section shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this contract.
Page 2 of 3
StA No. 8095P -1238
DISPUTES
OSOS No. G- 12/064
Except as otherwise provided in this Grant Agreement, when a dispute arises between the parties and it cannot
be resolved by direct negotiation, either party may request a dispute hearing with the Secretary of State.
Nothing in this Grant 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.
In the event of any inconsistency in the terms of this Grant Agreement, or between its terms and any applicable
statute or rule, the inconsistency shall be resolved by giving precedence in the following order:
oo. Applicable state and federal statutes and rules; and
pp. This Grant Agreement and any and all attached exhibits
GOVERNING LAW
This Grant Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
IN WITNESS WHEREOF, the parties have executed this Grant Agreement.
CITY OF PASCO OFFICE OF THE SECRETARY OF STATE
Authorized Sig ory Date
Print e: 1pfan Teaw�
Title: �QPG1'evT s
APPROVED AS TO FORM
Attorney General's Office
4 4/71 x_ / 1�
Eleanor Dovey Date
Financial Services Mana er
Page 3 of 3
EXHIBIT A
AWARD DETERMINATION
CITY OF PASCO
The following table illustrates the grant award budget along with conditions specific to
those budget items.
Budget
Amount Funded
For the Purposes of
Item
Imaging and Preservation of
Minutes 1891 -1995,
Imaging
Not to Exceed
Ordinances 1891 -1999,
Services
$10,000
Resolutions 1914 -1999
All records must be indexed and will be
hosted by the Washington State Digital
Archives for public viewing.
TOTAL
$10,000
Contract # 12/064 Agreement # 8095P -1238
SERVICE LEVEL AGREEMENT
For
DOCUMENT PREPARATION AND IMAGING SERVICES
THIS AGREEMENT is made and entered into by and between CITY OF PASCO (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 preformed shall
be described in a separately approved Statement of Work (hereinafter "SOW "). Any additional
SOWs shall be approved in writing.
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.
Page 1 of 5
Contract # 12/064
Agreement # 8095P -1238
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 June 30, 2013.
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.
Ill. 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 111.1.
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 annually. This
amount can be increased by an amendment to this Agreement signed by both Parties.
Page 2 of 5
Contract # 12/064
IV. NOTICE
Agreement # 8095P -1238
1. Any notice to be given under this Agreement shall be in writing and maybe 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: Debbie Clark
City of Pasco
PO Box 293
Pasco, WA, 99301
Telephone Number: 509 - 544 -3096
Fax Number: 509- 543 -5727
Email Address: clarkd @pasco - wa.gov
3. Any notice from the CUSTOMER sent to ARCHIVES shall be sent or delivered to:
Baylen Limasa
Imaging and Preservation Services Manager
Office of the Secretary of State
Washington State Archives
6340 Capitol Boulevard S.
Olympia, WA 98504 -0240
Telephone: (360) 236 -5080
Fax Number: (360) 236 -5096
Email Address: baylen.limasa @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.
Page 3 of 5
Contract # 12/064
Agreement # 8095P -1238
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 6340 Capitol Boulevard S., 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.
Page 4 of 5
Contract # 12/064 Agreement # 8095P -1238
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 PASCO
Date
Title
APPROVED AS TO FORM
Attorney General's Office
OFFICE OF THE SECRETARY OF STATE
Eleanor Dovey (/ Date
Financial Services Manager
Page 5 of 5