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HomeMy WebLinkAboutWA State Archives Grant Agreement2�e scarf o b ; �Va,.t/iinylore 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