AG 91-075 - STATE OF WASHINGTON DEPT OF INFORMATION SVCS
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