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HomeMy WebLinkAbout26-162 - Contract - Washington State Archives & Records Management - Service Level Agreement: Document Preparation & Imaging ServicesDocusign Envelope ID: C038E2A&EK2-81D99-83F0-41 DF1120DF3D 26-162 Council Approval N/A OSOS No. 1-8768 SERVICE LEVEL AGREEMENT FOR DOCUMENT PREPARATION AND IMAGING SERVICES THIS SERVICE LEVEL AGREEMENT (this "Agreement") is made and entered into by and between THE CITY OF TUKWILA (hereinafter "CUSTOMER") and the STATE of WASHINGTON, OFFICE OF THE SECRETARY OF STATE, ARCHIVES & RECORDS MANAGEMENT DIVISION (hereinafter "ARCHIVES"). This Agreement establishes the understanding for ARCHIVES to provide document preparation, scanning and microfilming services as authorized by Chapter 40.14 RCW. Specific work to be performed hereunder is described in the statement of work attached hereto as Statement of Work No. 1 (hereinafter "SOW'), which is incorporated herein by this reference. Any and all additional work requested by CUSTOMER shall be authorized by and described in a separate SOW or SOWs signed by CUSTOMER and ARCHIVES, and such additional SOW(s) will constitute amendments to this Agreement. SCOPE OF SERVICES 1. ARCHIVES shall provide document preparation, scanning and microfilming services to CUSTOMER upon receipt of a detailed SOW describing the services requested and the documents to be converted. The SOW shall be attached and be made an integral part of this Agreement. 2. ARCHIVES shall meet or exceed the imaging specifications and standards established by the Washington Administrative Code. It is the responsibility of 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 SOW. Promptly after receiving such notice of any discrepancies from CUSTOMER, ARCHIVES will replace the deficient work product at no extra charge to CUSTOMER. Any defects or errors communicated by CUSTOMER to ARCHIVES after thirty (30) calendar days after receiving the finished work product will incur additional costs. 3. Each SOW will include a period of performance as agreed upon by the parties, but ARCHIVES shall not be liable for delays in providing services to CUSTOMER under this Agreement. 4. All records must be delivered in boxes capable of holding the contents, preferably with a lid that is closed. Boxes that are damaged will not be accepted. For oversized documents, please contact ARCHIVES for transportation suggestions. 5. If microfilm is being created as part of the services indicated in the SOW, the Washington State Standards for the Production and Use of Microfilm requires certain information to be present on all microfilm. To ensure compliance with the standards, ARCHIVES will add pages as needed and charge a per page and project preparation rate for this work. II. TERMS AND TERMINATION 1. This Agreement shall take effect upon the signing of the last required signature, and shall expire on June 30, 2028; provided, however, that if a later -executed mutually agreed SOW, Page 1 of 5 Docusign Envelope ID: C038E2A6-E9C2-8D99-83F0-41 DF1120DF3D OSOS No. 1-8768 whether modifying the existing SOW or creating a new project within the scope of this original agreement, has a period of performance that extends beyond the expiration date of this Agreement, and that SOW is received and approved by Archives before the expiration of this agreement, then the expiration date of this Agreement shall be considered amended by such SOW to extend the term of this Agreement through the SOW's period of performance end date; provided further, that the new expiration date is no later than five years from the execution date of this Agreement. 2. CUSTOMER may request extension of this Agreement for up to three (3) additional one- year terms by providing a written notice (via email, fax or other method) to ARCHIVES any time before the termination date; provided, however, that the new expiration date is no later than five years from the execution date of this Agreement. Acceptance of the extension shall be at the Archives sole discretion. No amendment or other formal writing need be executed by CUSTOMER or ARCHIVES to render the extension effective. 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. III. COMPENSATION 1. CUSTOMER will pay ARCHIVES for services provided under this Agreement at the rates set forth in the SOW, unless modified by ARCHIVES and accepted by CUSTOMER as provided in Section 111.2 below. 2. ARCHIVES shall maintain the right to increase or decrease the cost of rendering service(s) under this Agreement and its extensions throughout its lifetime upon a thirty (30) calendar day advance notice to CUSTOMER. Changes in cost will be deemed accepted by CUSTOMER unless objected to in writing within fifteen (15) calendar days after notice of the change is given. CUSTOMER's timely objection will serve as notice to terminate this Agreement, such termination to be effective thirty (30) calendar days after the date of objection. 3. ARCHIVES will send an itemized bill to CUSTOMER not more than once a month for services provided in the previous month. 4. CUSTOMER shall make full payment by checks, journal voucher, or credit card within thirty (30) calendar days of receiving an invoice. 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 Service Level Agreement number (OSOS No. 1-8768). 5. Total compensation for services under this Agreement shall not exceed $1,000.00. This amount can be increased by an amendment to this Agreement signed by CUSTOMER and ARCHIVES, including by an SOW specifying the performance of additional work, fees and charges which explicitly sets a new cap on total compensation for services. IV. NOTICE 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 to the other party's manager of this Agreement as identified in Sections 2 and 3 below. 2. Any notice from ARCHIVES to CUSTOMER shall be sent or delivered to: Page 2 of 5 Docusign Envelope ID: C038E2A&EK2-81D99-83F0-41 DF1120DF3D OSOS No. 1-8768 Customer Contact Name: Jennifer Marshall City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Telephone Number: 206-433-1800 Email Address: Jennifer. marshall@tukwilawa.gov 3. Any notice from CUSTOMER to ARCHIVES shall be sent or delivered to: Patrick Williams Customer Service Manager Office of the Secretary of State Washington State Archives 1129 Washington Street SE Olympia, WA 98504-0238 Telephone: (360) 586-0108 Email Address: patrick.williams@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 method is utilized. 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. 2. The service or product provided by this Agreement shall be either available for pickup or shipped from the ARCHIVES' facility at 1129 Washington Street SE, Olympia, WA 98504. 3. Except as otherwise provided in this Agreement, when a bona fide dispute arises between ARCHIVES and 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 issue(s); Page 3 of 5 Docusign Envelope ID: C038E2A&EK2-81D99-83F0-41 DF1120DF3D OSOS No. 1-8768 • 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 the party's (respondent's) manager of this Agreement identified in Section IV of this Agreement. • 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. 4. This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington. The venue of any legal action brought hereunder shall be in the Superior Court for Thurston County. 5. 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 acts and/or omissions of entities or individuals not a party to this agreement. 6. This Agreement may be modified only in writing by the parties executed with the same formalities required to execute this Agreement. 7. 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. 8. If any conflicts exist between the text of this Agreement and any Statement of Work, the Agreement shall prevail. 9. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 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. Other than the SOW accompanying 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 the SOW, constitutes the entire Agreement between CUSTOMER and ARCHIVES. Page 4 of 5 Docusign Envelope ID: C038E2A6-E9C2-8D99-83FO-41 DF1120DF3D The parties have read and agree to the terms and conditions of this Agreement. ARCHIVES: STATE OF WASHINGTON OFFICE OF THE SECRETARY OF STATE Sig ed by: v `vv° 6 O,,, v 6/12/2026 Terry Badger Date Deputy State Archivist CUSTOMER: CITY OF TUKWILA Signed by: ,A"` 6/12/2026 -------- J e nH ----Jennifer Marshall Date Acting City Clerk APPROVED AS TO FORM BY CITY ATTORNEY ON 5/28/2026 APPROVAL ON FILE. APPROVED AS TO FORM Attorney General's Office OSOS No. 1-8768 Page 5 of 5 Docusign Envelope ID: C038E2A&EK2-81D99-83F0-41 DF1120DF3D OSOS No. 1-8768 STATEMENT OF WORK NO. 1 UNDER SERVICE LEVEL AGREEMENT (OSOS No. 1-8768) This Statement of Work (this "SOW') is made and entered into by and between the CITY OF TUKWILA (hereinafter "CUSTOMER") and the STATE OF WASHINGTON, OFFICE OF THE SECRETARY OF STATE, ARCHIVES & RECORDS MANAGEMENT DIVISION (hereinafter "ARCHIVES"). This SOW is incorporated into and hereto made an integral part of Service Level Agreement identified above between CUSTOMER and ARCHIVES (the "Agreement"). CUSTOMER: City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Customer Contact: Felipe Ayala Title: City Clerk's Office Telephone #: 206-433-1854 Email: Felipe.ayala@tukwilawa.gov I. FEE SCHEDULE Archives Patrick Williams Customer Service Manager 360-586-0108 patrick.williams@sos.wa.gov Service Unit Unit Price Digital to Microfilm — 16mm Per Ima e $0.04 Digital to Microfilm — Roll Per Roll $27.00 Microfilm Duplication — 16mm Diazo Per Roll $35.00 All shipping or ferry rices will be charged cost + 30% IMAGING ESTIMATE Digital to Microfilm — 16mm 12,425 $497.00 Digital to Microfilm — Roll 5 $135.00 Microfilm Duplication — 16mm Diazo 5 $175.00 All shipping or ferry rices will be charged cost + 30% Total $807.00 All rates and charges listed above are subject to change in accordance with the terms and conditions of the Agreement. 11. PERIOD OF PERFORMANCE The period of performance of this SOW shall begin on date of execution of this SOW and continue up to June 30, 2028. To the extent that the Agreement to which this SOW is a part would expire according to its terms prior to the end of this SOW's period of performance, CUSTOMER and ARCHIVES agree that the term of the Agreement is amended hereby to be effective through the end of the period of performance of this SOW. III. COMPENSATION FOR SERVICES Page 1 of 3 Docusign Envelope ID: C038E2A&EK2-81D99-83F0-41 DF1120DF3D OSOS No. 1-8768 To the extent that the fees and charges for services set forth in this SOW exceed the allowable compensation for services set forth in Section III of the Agreement, CUSTOMER and ARCHIVES agree that the Agreement is amended hereby to increase the allowable compensation for services provided by ARCHIVES to CUSTOMER by the amount required to make the allowable compensation under the Agreement include the fees and charges specified herein. IV. PROJECT SPECIFICATIONS & REQUIREMENTS ARCHIVES shall: A. Summary Statement Create a microfilm original and duplicate of City Payroll Files not to exceed the contract without prior approval. B. Project Management Process with the following information: • Record Series: Payroll • Agency: City of Tukwila • Department: City Clerk • County: King • Date Range: 2025 Contact CUSTOMER with any questions regarding the project. Provide timelines, quantities, project complexity, and cost estimates based on our original project review. Estimates may be revised based on the condition of the records at the time they arrive in our production facility. ARCHIVES staff will review the project prior to beginning work and notify CUSTOMER of any cost adjustments required for document preparation which exceeds the original estimate. C. Pickup & Delivery Pick-up and deliver records from: City of Tukwila City Clerk's Office 6200 Southcenter Blvd. Tukwila, WA 98188 D. Digital to 16mm microfilm Perform digital image to microfilm conversion for previously scanned paper documents provided by the CUSTOMER. • Record series: Payroll • Disposition Authority Number (DAN) GS2017-009 • This category of work consists of approximately 12,425 images. "Imaging Services" shall include: • Targets per the Washington State Standards for the Production and Use of Microfilm. Page 2 of 3 Docusign Envelope ID: C038E2A6-E9C2-8D99-83FO-41 DF1120DF3D OSOS No. 1-8768 • Create one microfilm roll per record series. • Create silver -halide microfilm rolls for each record series. • Submitting microfilm and transmittal documents to ARCHIVES Security Microfilm for preservation in the essential records protection vaults. • Create microfilm diazo duplicate of film for reference use by the CUSTOMER. • Send completed diazo copies to CUSTOMER. CITY OF TUKWILA Signed by: 6/12/2026 Jennl er arshall Date Acting City Clerk OFFICE OF THE SECRETARY OF STATE Sig ed by: v �°� ��'�a ° 6/12/2026 Terry ager Date Deputy State Archivist Page 3 of 3