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AG 91-075 DATE IN: DATE 0 T' ~ j .- CITY OF FEDERAL WAY LAW DEPARTMENT CONTRACT PREPARATION/DoCUMENT REVIEW/SIGNATURE F'OR ROUTING SLIP 1 . ORIGINATING DEPT./DIV.: &V\-Ço ~~ -\y Ù VI ~ ¿to 9 f5 3. C;;'fs1Q~s. DATE REQ. By: . .'vt~,. 2. ORIGINATING STAFF PERSON: Exn 4. TYPE OF DOCUMENT REQUESTEO (CHECK ONEI: D PROf'ESSIONAL SERVICES AGREEMENT D MAINTENANCE/LABOR AGREEMENT D PUBLIC WORKS CONTRACT D SMALL PUBLIC WORKB CONTRACT (LU8 THA" $Z",OODI D PURCHABE AGREEMENT (MAT""'AL", SU"""""", E"U,.....,,"TI D SECURITY OOCUMENT ."."., A"..""M""T ... P"R~/MAI" aa..a; A8..1I"'..."..T a~ F'u..a.. IN L,<:u aF aaNa' D CONTRACTOR SELECTION OOCUMENT ("',G., RF'a, RF'P, RF'",I D CONTRACT AMENDMENT D EASEMENT )(f OTHER AI3#: fi'.u.. '"'" ex; < f:~d o....ðrL-t!--~f D REAL ESTATE PURCHABE & SALES A¡¡¡REEMENT 5. PRO.JECT NAME: 6. NAME OF' CONTRACTOR: Sc-. ADDRESS: ~ p (). r- t yo...A..'- t- A«G-~ (I. h-fo..,..~...'t)'" <3Q...f JI 'c:.~ PHONE: TYPE OF PERSON O'R ENTITY (CHECK ONEI: D INDIVIDUAL D PARTNERSHIP D SCLE PROPRIETORSHIP D CORPORATION I ~--- A*<1-<:.-L~d- STATE: >\ TAX ID#/SS#: SIGNATURE NAME: TITLE: 7. SCOPE OF' WORK: ATTACH EXHIBIT A - A COMPLETE AND DETAILED DESCRIPTION OF" THE SERVICES OR SCOPE OF" WORK, INCLUDING COMPLETION DATES FOR EACH PHASE OF WORK AND LOCATION OF WORK. B. TERM: COMMENCEMENT DATE: COMPLETION DATE: filth'! éð¥l celU 9. TOTAL COMPENSATION: $ (INCLUDES EXPENSES AND SALES TAX. IF ANYI (IF CALCULATE" aN H"URLT LABa" CHARI'" - ATTAC DYES ~NO ~NC IF YES, MAXIMUM DOLLAR AMOUNT: $ REIMBURSABLE: EXPENSES: DYES Is SALES TAX OWED? IF YES, $ PAID BY: D CONTRACTCR DCITY 10. SELECTION PROCESS USED (CHECK ONEI: D REQUEST .-oR BIDS D REQUEST .-oR PRDPOBALB 0 REQUEBT .-OR QUOTES 0 REQUEBT H]R QUALI.-ICATIONS 0 ARCHITECT & ENGINEER LIST 0 SMALL WORKS ROSTER 1 1. CONTRACT REVIEW INITIAL/DATE ApPROVED ""'" 0 DIRECTOR "g ~W (ALL CONTRACTS) ß RISK MANAGEMENT .Y".,LL ceNTRACT" o:xc""T AMEN"M<:NTB, / ceNTRACT"R "EL"CTIDN eDCUM"NTI ç;ri PURCHASIN¡¡¡ i J;;ø~' -51 ~~ 9 Co ~h- 5 . 7. 7 (j/ -~ 1 2ÆONTRACT SIGNATURE LAW OEPARTMENT CITY MANAGER ROUTING ~"N.IT L/DATE .A~.- P. RDV~D . ~fj -r~ .. ' ' !i 7 16 '\.0 CITY CLERK '\. '/tso SIGNED COpy SAC~ -'. -..__..,~ 'r!J ASSIGNED AG # q 1- 75.4 ""PT. 0 PURCHASING: P~_.- ...,>,RGE TO:......-- COMMENTS JJ ä ~ '--4-'- ¿l{? 1!7-__~h b<~_~L~'2-) (Ai//f.- c.l ¡.J. âA--."¡ /)LI2.-~ I I L- -----_u -~-- -.-'. 1..0492 (..~V 15/"51 wHIT~ ' eRIGINAL BTAT" WITH CDNTRAcT CANARy - ~<.~RK TO STAFF PINK. <.AW D~PT. GOLDENROD - D""aINATING eTAFF . . 8 ~!!~ Washington 5tate Deportment of ~jjp.lnformQtion Services 8 ¡~C~ {ìr-/5A RECEIVED MAY 14 1996 ADMIN!::) TR,~, ¡ i'/[C SERVICES ¡)lVISION CUSTOMER SERVICE AGREEMENT ID/ Contract Number: E270-O Interlocal Number: 91-INT-oO8 1. PARTIES TIllS AGREEMENT is entered into between the Department of Infonnation Services hereinafter "DIS", and City of Federal Way, hereinafter "Customer." 2. PURPOSE DIS is authorized under Chapters 43.105 and 39.34 RCW to provide infonnation services. This Customer Service Agreement sets out the terms and conditions under which DIS provides and Customer receives service. This Agreement governs two types of transactions: Customer purchases of goods and services from DIS; and Cu..§1omer purchases of goods and services from third party vendors through master agreements executed and administered by DIS. 3. GENERAL TERMS AND CONDITIONS 3.1 DURATION This Agreement is effective on the date of execution by both parties and remains in full force and effect until tenninated by either party in accordance with the TERMINATION provision herein. 3.2 TERMINATION 3.2.1 TERMINATION FOR CONVENIENCE. Either party may tenninate this Agreement or any Order Supplement hereunder upon 90 days written notice to the other. City may terminate at any time with or without cause. 3.2.2 TERMIN A TlO N FOR CAUSE. If for any cause. Customer or D IS does not fulfill in a timely and proper manner its perfonnance obligations under this 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 correct the violation or failure within 15 working days. If the failure or violation is not corrected, this Agreement may be tenninated immediately by written notice from the aggrieved party to the other party.. properly Upon tennination of this Agreement. Customer will pay for services'Vendered prior to the effective date of the tennination. 3.2.3 TERMINATION OF AN ORDER SUPPLEMENT - Services specified in an Order Supplement may be terminated by either party for the reasons and in the manner outlined above, unless provided otherwise therein. 1 State of Washington Department of Information Services 1110 Jefferson Street, PO Box 42445 Olympia, WA 98504-2445 Customer Service Aireement Phone: (360) 902-3551 FAX: (360) 586-5885 ORIGINAL 8 8 3.3 PAYMENT 3.3.1 SERVICE CHARGES - Charges for products and services provided by DIS will be based either on the then current published DIS rate schedule, or on specific quotation described in Order Supplements. Rate schedules are subject to change. The current rate schedule supersedes and replaces all previous published rate schedules. 3.3.2 MASTER CONTRACT AND NEGOTIATED AGREEMENT FEES - Contract administration fees are chàrged to customers for use of DIS-established master contracts and negotiated agreements. Specific fees are established for each master contract and negotiated agreement as a means for DIS to recover costs associated with the establishment, maintenance, and administration of the contracts and agreements. The fee shall be paid directly to the master contract vendor along with the purchase payment. 3.3.3 ESTIMATES - DlS may provide, upon Customer request, an estimate of cost for proposed products and services. Specific agreements addressing costs, schedules, and other factors will be described in the associated Order Supplement. Customer is responsible for paying the agreed amount set forth in the Order Supplement. 3.3.4 TAXES - IfDIS is required to pay sales or use tax in order to provide service under this Agreement, such taxes will be added to the Customer invoice. 3.3.5 INVOICES AND LATE PAYMENT. DIS will invoice Customer monthly detailing charges for services rendered during the preceding month. Payment is due upon receipt of invoice by Customer and becomes delinquent 30 days thereafter. A late payment charge may be applied to any remaining balance 60 days after invoice. Late payment charges, if any, will be imposed on the unpaid balance at the rate of 1% per month. Agreements with balances more than 90 days past due may be tenninated under the TERMINATION FOR CAUSE provision of this Agreement, and services discontinued. Amounts disputed by Customer under Section 3.5 are not subject to late payment charges. 3.3.6 PREPAYMENT - D IS may require Customer to pre-pay estimated charges if Customer has previously made late payments on outstanding balances. 3.4 LIMITATION OF LIABILITIES AND REMEDIES 3.4.1 NON-CONFORMING SERVICES. For any DIS-provided services wruch fail to colÛonn to the specifications of this Agreement or an Order Supplement hereto, and such failure is caused solely by the negligence ofDIS, no charge will be invoiced. Ifboth parties are negligent, they agree to apportion between them the damage attributable to the actions of each. Customer is solely responsible for any damage caused in whole or in part by inaccurate or inadequate data, programs, or software funùshed by Customer to DIS. 3.4.2 LOSS OR DAMAGE TO CUSTOMER SUPPLIED DATA. For any loss or damage to Customer supplied data or programs due to negligence ofDIS, DIS' liability shall be limited to the replacement or regeneration of lost or damaged data from Customer's supporting material, Customer will retain sufficient supporting material, as specified in Order Supplements, to enable DIS to regenerate card, tape, or disc files, printer output. or any other data furnished to DIS by Customer. 3.4.3 EQUIPMENT DAMAGE ~ For any equipment damaged as the result of negligence by either party, that party will be obligated to pay for repair or replacement of that equipment. If both parties are negligent, the parties agree to apportion between them the damage attributable to the actions of each. 2 State of Wasbington Department of Information Services 1110 Jefferson Street. PO Box 42445 Olympia. W A 98504-2445 Customer Service Aareement Phone: (360) 902-3551 FAX: (360) 586-5885 J"; ~t-"f'10 " 't¡ ~ r< ~ ";-~ .. ~ , , "'- . ~ . ,t ' 8 8 3.4.4 SOFTWARE - Computer application programs and other software systems furnished to Customer by DIS at no charge to Customer are furnished on an "as is" basis with no representations or warranties regarding use or results. 3.4.5 DAMAGES. Neither party will seek damages, either direct. consequential, or otherwise against the other in addition to the remedies stated herein. 3.4.6 . THIRD PARTY CLAIMS - In the event that either party is found liable for damages to third parties as a result of the perfonnance of services under this Agreement, each party will be financially responsible for the portion of damages attributable to its own acts and responsibilities under this Agreement. 3.5 DISPUTES 3.5.1 NOTICE OF DISPUTE - Customer will promptly notify DlS of disputes regarding invoices, or of services which Customer believes do not contOnD with the agreed upon tenus of this Agreement or an Order Supplement, within 30 days of receipt of invoice or performance of services whichever occurs later. Failure to give written notice within 30 days after receipt of invoice or perfonnance of services constitutes waiver of any objection to services or invoices. 3.5.2 DISPUTE RESOLUTION. Questions oHact arising from this Agreement which cannot be resolved by Customer and DIS will be resolved according to the Intonnation Services Board Customer Dispute Resolution Policy dated May 1990, or as subsequently amended by the Board. The parties agree to proceed diligently with the perfonnance of services requested under any Order Supplement while any dispute is pending. Neither party will sue the other for claims arising from disputes arising under this Agreement, except that DlS may pursue collection actions if necessary to recover charges for services. and if such action is taken, venue lies in Thurston County Superior Court. 3.6 DISCLOSURE OF CUSTOMER DATA - Records, documents, or other property of Customer, in any medium, furnished by Customer to DIS, will remain the property of Customer unless otherwise agreed. DIS will not disclose or make available this material to any third parties without notice to Customer. DIS will utilize reasonable security procedures and protections to assure that Customer material is not erroneously disclosed to third parties. 3.7 ASSIGNMENT - This Agreement may not be assigned by either party to a third party without the prior written consent ofDIS and Customer. 3.8 WAIVER. If a breach of a provision of this Agreement is waived for a particular transaction or occurrence, waiver for a similar breach in a subsequent similar transaction or occurrence may not be implied. 3.9 SEVERABILITY - If any term or condition of this Agreement or application tllereof is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid tenn, condition, or application, 3 State of Washington Department of Information Senices 1110 Jefferson Street, PO Box 42445 Olympia, W A 98504-2445 Customer Senice Azreement Phone: (360) 902-3551 FAX: (360) 586-5885 8 8 3.10 NOTICES - All notices and communications which may be required by this Agreement shall be in writing and sent: If to DIS, to: and if to Customer, to: Department of Infonnation Services Attention: Debbie Dunn, Contracts Coordinator PO Box 42445 Olympia, W A 98504-2445 City of Federal Way Attention: Debbie Murphy, Purchasing Coordinator 33530 1st Way South Federal Way, WA 98003 Phone: (360) 902-3551 Fax: (360) 586-5885 (206) 661-4077 (206) 661-4075 Phone: Fax: 3.11 AMENDMENTS/MODIFICATIONS - This Agreement may be modified or amended by-the mutual written consent of the panies. Teoos and conditions specified in an amendment will have precedence over the teoos and conditions specified in this Agreement. 3.12 CONFLICTS - In the case of a conflict between this Agreement and Order Supplements issued hereunder, the terms of the Order Supplement will prevail. 4. DIS SERVICES DIS will provide services according to Order Supplements signed by Customer and DIS under the general tenDS of this Agreement. Each Order Supplement includes a description of the specific services to be provided, the tenn, the cost of such services from quotation or from the published rate schedule, and any other tenDS and conditions applicable to that service. All Order Supplements are incorporated as addenda to this Customer Service Agreement. 5. MASTER AGREEMENT LEASES AND PURCHASES 5.1 COOPERATIVE PURCHASING - Pursuant to Chapter 39.34 RCW and to other provisions of law, DlS and Customer hereby agree to cooperative governmental leasing and purchasing. DIS, in contracting for the lease and purchase of infonnation technology goods and services, agrees to contract also on behalf of Customer, to the extent pennitted by law and agreed upon by the parties in exchange for the fee described in section 3.3.2 of this Agreement. 5.2. COMPLIANCE WITH LAWS AND REGULA nONS - DIS will contract for the lease and purchase of goods and services according to applicable laws and regulations. Customer accepts responsibility for compliance with any additional or varying laws and regulations governing leases and purchases by or on behalf of Customer. 5.3 TERMS OF MASTER AGREEMENTS - A Master Agreement is a competitively acquired contract executed by DIS and a vendor enabling DIS and other public sector entities that are parties to this Customer Service Agreement to purchase goods and services from that vendor. When DIS contracts to lease or purchase goods and services on behalf of customers in general, or the undersigned Customer, Customer may lease or purchase goods and services covered by the contract on the same tenDS and conditions as DIS. Such a lease or purchase by Customer may be accomplished by a purchase order directed by Customer to the third party vendor. DIS is not responsible for vendor performance of any lease or purchase contracts, nor is DIS responsible for payment by Customer. 5.4 CONVENIENCE RATHER THAN MANDATORY BUY - Customer may contract independently for the lease or purchase of any particular class of goods and services. 4 State of Washington Department of Information Services 1110 Jefferson Street, PO Box 42445 Olympia, W A 98504-2445 Cultomer Service A2reement Phone: (360) 902-3551 FAX: (360) 586-5885 8 8 6. TREATMENT OF ASSETS 6.1 PROPERTY TITLE - Title to all property furnished by DlS shall remain in DIS. Title to all property purchased by the Customer for which the Customer is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in DIS upon completion, tennination, or cancellation of this contract. 6.2 USE OF PROPERTY - Any property of DIS furnished to the Customer shall, unless otherwise provided in this contract, or approved by the owner, be used only for the peñonnance of this contract. 6.3 LOSS OR DAMAGE - The Customer shall be responsible for any loss or damage to property ofDIS which results from negligence of the Customer or which results from the failure on the part of the Customer to maintain and administer the property in accordance with sound management practices. 6.4 NOTIFICATION - If any DIS property is lost. destroyed, or damaged, the Customer shall immediately notify DIS and shall take all reasonable steps to. protect the property from further damage. 6.5 SURRENDER OF PROPERTY - The Customer shall surrender to DIS all property ofDIS prior to settlement upon completion, tennination, or cancellation of this Agreement. 6.6 CUSTOMER EMPLOYEES OR AGENTS - All reference to the Customer under this clause shall include any of his or her employees or agents. 7. RIGHTS IN DATA Unless otherwise provided in an Order Supplement describing specific services, data which originates from this contract shall be "works for hire" as defined by the U.S. Copyright Act of 1976, and shall be owned by DIS. Data shall include, but not be limited to, reports, docwnents. pamphlets, advertisements, books, magazines, surveys, studies, computer programs, film, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer these rights. Customer shall notify DIS promptly, in writing, of each notice or claim of copyright infringement received by the Customer with respect to any data delivered under this contract. In the event that DIS provides application development services to Customer, Customer will enjoy a perpetual royalty-free license to use any custom application code developed exclusively for it. 8. SIGNATURE BLOCKS The parties acknowledge that they have read, understand and accept this Agreement, including any supplements or attachments. and that this Agreement constitutes the entire agreement between them and supersedes all other communications, written or oral, relating to the subject matter of this Agreement. CUSTOMER ~!I~ U ,) SIGNA DEPARTMENT OF INFORMATION SERVICES ~~ ¿A..... S NA ~~a) ('1p.vu'~1 TITL . Susan Hettinger, Assistant Director Administrative Services Division iJr fé?~ DA r 5'154J. DATE 5 State ofWasbington Department of Information Senices 1110 Jeff'enon Street. PO Box 42445 Olympia. W A 98504-2445 ~FORM: .... -=:::> 0 i K. e 1. City Attorney Customer Senice Agreement Plaone: (360) 902-3551 FAX: (360) 586-5885 , ¿Jj 1<:, " ,- fl,8 i;', \Y~ 116 7/- 7S"' . AGREEMENT N8ER 91~INT~008 INTER LOCAL COOPERATIVE LEASE AND PURCHASE AGREEMENT Pursuant to Chapter 39.34 RCW and to other provisions of law, the State of Washington, Department of Information Services, and the following named municipal corporation, political subdivision, or other public agency of the State of Washington, CITY OF FEDERAL WAY , hereinafter called the 'Political Subdivision,' hereby agree to cooperative governmental leasing and purchasing upon the following terms and conditions. 1. The Department of Information Services, in contracting for the lease and purchase of data processing goods and services for the State of Washington, agrees to contract also on behalf of the political subdivision, to the extent permitted by law and agreed upon by the parties. 2. The Department of Information Services will contract for the lease and purchase of data processing goods and services according to the laws and regulations governing leases and purchases by and on behalf of the Department of Information Services, Chapter 43.105 RCW. The political subdivision accepts responsibility for compliance with any additional or varying laws and regulations governing leases and purchases by or on behalf of the political subdivision in question. 3. Whenever the Department of Information Services has contracted to lease or purchase data processing goods or services on behalf of (a) political subdivisions in general, or (b) a class of political subdivisions which includes the undersigned political subdivision, or (c) the specific political subdivision undersigned, the political subdivision may lease or purchase goods and services covered by the contract on the same terms and conditions as the State of Washington. Such a lease or purchase by the political subdivision may be effected by a purchase order directed by the political subdivision to the vendor or other party contracting to furnish data processing goods or services to the state. The Department of Information Services accepts no responsibility for the performance of any lease or purchasing contracts by the vendor and the Department of Information Services accepts no responsibility for the payment of the lease or purchase price by the political subdivision. 4. The political subdivision reserves the right to contract independently for the lease or purchase of any particular class of data processing goods or services, with or without notice to the Department of Information Services. 5. Any administrative fee cited in state master contracts will be charged to the political subdivision utilizing that contract. 6. The Department of Information Services reserves the right to exclude the undersigned political subdivision, or any class containing the undersigned political subdivision, or political subdivisions in general, from any particular data processing lease or purchasing contract, with or without notice to the political subdivision. 7. This Agreement shall continue in force until cancelled by either party, which cancellation may be effected with or without notice to the other party. 8. This Agreement is for state contracts entered into by, or under the authority of, the Department of Information Services. CONTACTS: 0 R , G' N A L 9. CITY OF FEDER~L WAY Political Subdivision State of Washington Department of Information Services Management Support Division Contracts Office MS: PC-11 1110 S.E. Jefferson Street Olympia, Washington 98504-8111 Phone (206) 586-4917 or 586-1799 31132 - 28th AVENUE SOUTH Address City FEDERAL WAY WA 98003-5599 Zip Code Phone ~ Jeanette Sevedge~App DISCONTRACT ADMINISTRATOR D fin~ ~ IGNATU - POLITICAL SUBDI SIO ' M¡j~ (, ~.s-? J ::OR~I~¡L_- 9/18/90 ~------------- DATE Contracts Otnce 1110 SE ,Jeffenwß Street P.O. Box 9019 ~an Sto;~ PC.11 Ol'lm:>¡u" WA 98504 Te~'~hQne 1206) 586-1799 Or 5864911