HomeMy WebLinkAbout3177 Contract Number: 3177
Vendor: INFORMATION SERVICES - DEPT OF (WA STATE)
Subject: Information Services Provided
Department: Info Svcs
File Class: LEG 12-1
Begin Date: 02/26/1990
End Date:
Review Date: 06/15/2010
Vault Date:
Comments: 97-INT-084
Review date for tracking only
Inrorma ton ervtces
CUSTOMER SERVICE AGREEMENT
ID/Contract Number: D060-A
Interiocal Number: 97-INT..084
1. PARTIES
THIS A(IPi~MENT is entered into between rite Department of Information Services hereinai~r *DIS", and
City ~ Bremeflon, hereinafter"Customer."
2. PURPOSE
DIS is authorized under Chapters 43.105 and 39.34 RCW to provide information services. This Customer Sen/ice
Agreement sets out the terms and conditions under which DIS provides and Customer receives scrviee. This
Agrcoment governs two types of transactions: Customer purchases of goods and serviees from DIS; and Cnstomer
purchases of goods and services from third party vendors through master contracts executed and administered by DIS.
$. GENERAL TERMS AND CONDITIONS
$.1 DURATION
This Agreement is effective on the date of execution by both parties and remains in full force and effect until
terminated by either paay in accordance with the TERMINATION provision herein.
3.2 TERMINATION
3.2.1 TERMINATION FOR CONVENIENCE - Either party may terminate tlds Agreement or any Order
Supplement hereunder upon 90 days written notice to the other.
;}.2.2 TERMINATION FOR CAUSE - If for any cause, Customer or DIS does not fulfill in a timely and
proper manner its performance obligat/ons under tills Agreement, or ffeither party violates any of these terms
and conditions, the aggrieved pariy 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. ffthe failure or violation is not
corrected, fids Agreement may be terminated immediately by written notice from the aggrieved party to the other
party.
Upon termination of this Agreement, Custemer will pay for se~ices rendered prior to the effective date of the
termination.
3.'L3 TERMINATION OF AN ORDER SUPPLEMENT - S¢~iees spec/fled in an Order Supplement may be
terminated by either party for the reasons and in the manner outlined above, unless provided otherwise therein.
!
State of Washington
Depart ~m?t of Information Services Customer Service Aj~'eement
1110 Jeffersmn Street, PO Box 42445 Phone: (360)902-3551
Olympia, WA 98504-2445 FAX: (360) 586-f~88~
3.4.4 SO~-i'xVARE - Computer application programs and other software systems furnished to Customer by DIS
at no charge to Customer arc furnished on an mas isH basis with no representations or warranties regarding use or
3,4.5 DAMAGES - Neither party will seek damages, either direct, consequential, or otherwise again~ 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 pa~ies as a
result of the performance of services under this Agreement, each party will be financially responsible for tbe
portion of damages attributable to its own acts and responsibilities under this Agreement.
3.S DISPUTES
3.S.1 NOTICE OF DISPUTE - Customer will prompt]y notify DIS of disputes regarding invoieas, or of
services which Customer believes do not conform with tile agreed upon terms of this Agreement or an Order
Supplement, within 30 days of receipt of invoice or performance of services whichever occurs later. Failare to
give written notice wit]ggn 30 days after receipt of invoice or performance of services constitutes waiver of any
object~on to services or invoices.
$.5.2 DISPUTE RESOLUTION - Qncstions of fact arisin§ from this Agreement which cannot bc resulved by
Customer and DIS will be resolved according to the Information Services Board Customer Dispute Resolution
Policy daled May 1990, or as subsequently amended by tile Board. The parties agree to proceed dili§ent]y with
the perfonnanco 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 DIS
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, wit] remain the property of Customer unless otherwise agreed. DIS will not
disclose or make available this material to any t]tird pa~es without notice to Customer. DIS will utilize
reasonable security procedures and protectioas to assure that Customer material is not erroneously disclosed to
third parties.
3.7 ASSIGNMENT - This Agreoment may not be assigned by either party to a third party without the prior written
consent of DIS and Customer.
3.~ 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 thereof is held invalid, such
invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid
term, condition, or application.
3
· State of Washington
i}epartme~ ot Information Services Customer Service A~'-_-~-~---~-t
1110 JefferlRil Street, FO Box 42445 Phone: (360) 902-3~1
Olympia, WA 98S04-244S F~v~ ~360)' S86-S88S
6. TREATMENT OF ASSETS
6.1 PROPERTY 'I'I'I'LE - Title to all property furalslled by DIS shall remain in DIS. Title to all property
purchased by the Customer for whicli 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, termination, or cancellation of th/s contract.
6.2 USE OF PROPERTY - Any property of DIS furn/shed to the Customer sliall, un/ess otherwise provided in th/s
contract, or approved by the owner, be used only for tile performance of tiffs contract.
6.3 LOSS OR DAMAGE - The Customer shall be responsible for any loss or damage to propen'¥ of DIS which
results from negligence of the Customer or wlficli results from the failure on the part of the Customer to
maintain and administer the property in accordance with sound management practice~.
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 Custonler shall surrender to DIS all properly of DIS prior to settlement
upon complet/on, tenn/narion, or cancellation of tlfis Agreement.
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
Uale~ otherwise provided in an Order Supplement describing specific services, data wtdch originates from this
contract shall be "works for h/re" a.q defined by the U.S. Copyriglit Act of 1976, and shall be owned by DIS. Data shall
include, but not be limited to, repons, documents, pamphlets, advertisements, books, magazines, surveys, studies,
computer programs, film, tapes, and/or sound reproductior~. Ownership includes the right to copyr/ght, potent,
register and the ability to transfer these r/ghts. Customer sliall notify DIS promptly, in writing, of each notice or claim
of copyr/ght infringement received by tile Customer with respect to any data delivered under this contract. In the event
that DIS provides application development services to Customer, Customer wifi enjoy a perpetual royalty-fi-ce license to
use any custom application cede developed exclusively for it.
8. SIGNATURE BLOCKS
The parties acknowledge tlmt they lmve read, understand and accept this Agreement, including any supplement~ or
attacluuents, 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 DEPARTMENT OF
INFORMATION SERVICES
SIGNATURE SIGNATURE
~-~ft Chuck Smith, Chief Financial Officer
TITLE Administrative Services Division
DATE DATE
State of Washington
Departmeat of Information Services Customer Service Asreement_
Ill, Jefferson Street, PO Dox 42445 Phone: (360) 902-$551
Olympia, WA 98504-2445 FAX: 060) 586-$885
DEPARTMENT OF INFORMATION SERVICES
CUSTOMER SERVICE AGREEMENT
CONTRACT NUMBER D060-A
THIS AGREEMENT is made and entered into this day of , 19 by and
between the Department of Information Services, located at 1110 S.Eo Jefferson Street, M~: PC-11,
Olympia, Washington, 98504, referred to in this agreement as "DIS' and
C1TY OF BREME-RTON
referred to here as the 'Customer.'
The Department of Information Services (DIS) ia authorized under RCW 43.105 to provide information
services. This Customer Services Agreement (CSA) ia the interagency agreement under which DIS
provides services to the Customer. The CSA describes the general terms and conditions applicable to
any sewice provided by DIS.
DIS services will he provided according to an order supplement signed by the Customer and DIS under
the general terms of this Agreement. Order supplements will be provided by the DIS service provider
and differ depending upon the service offering. Each order supplement will include the nature of the
specific services to be provided, the term, the cost of such services from the then-current rate
schedule, and any other terms and conditions applicable to that service. For programming and
consulting services, the order supplement will include s specific Statement of Work to be performed.
The Statement of Work shall be used to define the Customer information services work to be performed
by the DIS.
All order supplements are incorporated as addenda to this Customer Service Agreement.
The parties agree as follows:
1. CUSTOMER PAYIVENT OF S;~qVICE CHAFtt"4=.~
SERVICE CHARGES - Charges for services provided by DIS will be based on the current
published DIS rate schedule, plus the cost of Nm materia~ related to providing the services, as
described in the order supplement. Rate schedules are subject to change. The current
published rate schedule supersedes and replaces ell previous published rate schedules.
ESTIMATES - DIS can provide, upon Customer request, an estimated cost for services (service
estimate order supplement). The estimate ia not a guaranteed cost. The Customer agrees to
pay actual use charges, whether or not the scope of effort ia completed within the estimated
period. DIS agrees to notify Customer es soon es possible when end if the estimate(t total will
be exceeded, and Customer may terminate the service estimate order supplement, paymg only
for effort expended at that time. All other order supplements are terminated in accordance
with section three, TERMINATION.
TAXES - The amounts payable for services under this Agreement, generally, do not include any
amount 'for taxes. If DIS is required to pay sales or uss tax in order to provide the service,
such taxes will be added to Customer charges.
PAYMENT - DIS will send Customer a monthly invoice detailing charges for any services
rendered by DIS during the preceding month. Payment is due uOon receipt of invoice by
Customer and becomes in default 30 days thereafter.
Page 1 of 4
Contracts Office
1110 SE Jeffenlon Street Mall Stop PC-11 Olympia, WA 98504-8111 TelePhone (206) 586-1799 or 586-4917
A late payment charge may be applied against any remaining balance 60 days after date of the
Invoice. Late payment charge, if any. will be imposed on the unpaid balance at a periodic rate
not to exceed the monthly interest rate paid by the state treasurer.
Agreements with balances more than 90 days past due can be terminated under the
TERMINATION provision of this Agreement.
Amounts under dispute/al:~oeal by Customer are not subject to a late payment ;harge.
2. TFJ:~ OF 'THE CUS'FC~ER ~ ~
This Agreement is effective on the date of acceptance by Customer and remains In full force
and effect until terminated by either party in accordance with the TERMINATION provision.
3. ~
ELECTIVE TERMINATION - Either Customer or DIS may terminate this Agreement or any work
covered by an order supplement with 90 days written notice to the other party.
TERMINATION FOR CAUSE - If for any cause, Customer or DIS does not fulfill in a timely and
proper manner its performance obligations under this Agreement, or If either party violates
any of these terms and conditions or warranties, then the aggrieved party will give the othm'
party written notice of such failure or v!olation. 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 terminated immediately by written notice from the aggrieved party to the
other party,
Upon termination of this Agreement, Customer will pay any charges for services which may be
due.
TERMINATION OF AN ORDER SUPPLEMENT - Services specified in the order supplement may be
terminated by either party for the reseon~ and in the manner outlined above.
4. LIMITATIONS OF LIABILITIEB / REMF_DII::R
The Customer and DIS agree that the following remedies and limitations of liability will apply to
the servicee provided under this Customer Service Agreement, unless otherwise agreed by the
parties.
NONCONFORMING INFORMATION SERVICES - For any information services which fail to conform
to the agreed upon terms and conditions and are caused soisly by the negligence of DIS, there
will be no charge for the services in question. If both parties sre negligent, the parties agree
to apportion the damage attributed to its actions. Customer will be solely responsible for any
damages caused in whole or in part by inaccurate or inadequate input dsta, programs, or
software furnished by Customer to DIS.
LOSS OR DAMAGE TO CUSTOMER SUPPLIED DATA - For any loss or damage to Customer
supplied data or programs due to negligence on the part of DIS employees, DIS' liability for such
Ios~ and damage 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 the order supplement, to enable DIS to regenerate card, tape, or disc files, printer
Page 2 of /~
output, or any other data furnished to DIS by Customer.
EQUIPMENT DAMAGE - For any equipment damaged as the result of negligence by either party,
that per~y will he obligated to repair or replace that equipment. If both parties are negligent,
parties will agree to apportion the damage attributed to its actions.
APPLICATION PROGRAMS/SYSTEMS - Computer application programs/systems furnished to
Customer by DIS at no charge to Customer ere furnished on an "as is' basis with no
representations regarding its use or results.
DAMAGES - Neither DIS nor Customer will seek damages, either direct or consequential,
against each other in addition to the remedies stated herein.
5. ~
Customer and DIS agree that in the event DIS is found liable for damages to third parties as a
result of the performance of services under this Agreement, Customer and DIS will be
financially responsible for the portion of damages attributable to its own acts and
responsibilities under this Agreement.
6. DISPUTES/RIGHTS OF APPEAl
NOTICE - Customer will promptly notify DIS of disputes regarding invoices, or of services
which Customer believes do not conform with the agreed upon terms of this Agreement or an
order supplement within 30 days of receipt of invoice or performance of cervices~ Failure to
object and give written notice within 30 days after receipt of invoice or performance of
cervices constitutes s waiver of any objection to services or disputes about payment.
DISPUTE RESOLUTION - Questions of fsct arising from this Agreement which cannot be resolved
by Customer and DIS will be resolved according to the Information Services Board Policy and
Procedure for Dispute Resolution. The partie~, agree to proceed diligently with the performance
of cervices requested under any order supplement while any dispute is pending.
Neither DIS nor Customer will sue the other for claims arising from disputes concerning
payment. This shall not preclude, however, DIS from pursuing collection actions if necessary
to recover charges for services.
7. CUSTOMER DATA. RECORDS AND SECURITY
Any records, documents, or other property of Customer, in any medium, which are 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 authorization by
Customer. All public records requests regarding Customer material will be referred to
Customer for response. Customer will reimburse DIS for any fees assessed to comply with
Public Records Act under RCW 42.17.
DIS will utilize reasonable security procedures and projections to assure that Customer
material is not disclosed to third parties.
ASSIGNMENT - This Agreement may not be assigned by either party without the written
Page 3 of 4
consent of the parties. /
WAIVER - If a breach of a/provision is waived for a particular transaction or occurrence, it
docO:uSrrneO~c~.ean that the saree breach will be waived fora subsequent similsr transaction or
/
SEVERABILITY - If any ~rm or condition of this Agreement or application thereof to any
person(s) or clrcumstancbs is held invalid, such Invslidlty shall not affect other terms,
conditions or application; which can be given effect without the invalid term, condition or
application.
NOTICES - All notices an communications which may be required by this Agreement shall be in
writing and sent (if to th DIS) to:
Department of Information Services
1110 $.E. Jefferson Street, MS: PC-11
Olympia, Washington 98504-8111
Attention: Contracts Office
AMENDMENTS/MODIFICATIONS - This Agreement may be modified or amended by the mutual
written consent of the parties. Terms and conditions specified in an 'amendment will have
precedence over the tsrms and conditions specified in this parent Agreement.
ORGANIZATION CHANGES - In the event Customer changes, within its organization, any facet of
business which concerns this Agreement, Customer will notify DIS in writing within 30 days.
CONFLICTS - In the case of a conflict between this Agreement and order supplements issued for
business covered by the terms and conditions hereunder, the terms of this Agreement will
prevail.
The parties acknowledge that they have read, understand and agree to this Agreement,
including any supplements or attachments. The parties further agree that this Agreement
constitutes the entire agreement between them and supersedes all other communications
(written or oral) related to the subject matter of this Agreement.
D//~R~/TMENT OF INFORMATION SERVICES
~,~;:~'x,'~="~' puty Director, DIS
TITLE TITLE
~-~\~'\~10 February 26, 1990
DATE DATE
(DIS O10-O34)
~7~_A~ Page 4 of 4 ?~ ?
_-
' IAN R. S~i~VERS, City Attorney ' ~ ~