HomeMy WebLinkAboutIT05-359 - Original - Department of Information Services - Customer Service Agreement - 10/07/1991 DEPARTMENT OF INFORMATION SERVICES
CUSTOMER SERVICE AGREEMENT
CONTRACT NUMBER D150
THIS AGREEMENT Is made and entered Into this day of QG+o b p (t-- 19 a 1 by and
between the Department of Information Services, located at 1110 S.E. Jefferson Street, MS: PC-11,
Olympia, Washington, 98504, referred to in this agreement as "DIS" and City of Kent
referred to here as the "Customer."
The Department of Information Services (DIS) is authorized under RCW 43.105 to provide information
services. This Customer Services Agreement (CSA) Is the interagency agreement under which DIS
provides services to the Customer. The CSA-describes the general terms and conditions applicable to
any service provided by DIS.
DIS services will be 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 a 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 PAYMENTOF SERVICE HAR S
SERVICE CHARGES - Charges for services provided by DIS will be based on the current
published DIS rate schedule, plus the cost of all materials 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 all previous published rate schedules.
ESTIMATES - DIS can provide, upon Customer request, an estimated cost for services (service
estimate order supplement). The estimate is not a guaranteed cost, The Customer agrees to
pay actual use charges, whether or not the scope of effort Is completed within the estimated
period. DIS agrees to notify Customer as soon as possible when and If the estimated total will
be.exceeded, and Customer may terminate the service estimate order supplement, paying 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 use 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 upon receipt of Invoice by
Customer and becomes In default 30 days thereafter.
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Contracts Office
1110 SE Jefferson Street Mail Stop PC-11 Olympia,WA 98504.8111 Telephone(206) 586.1799 or 586-4917
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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/appeal by Customer are not subject to a late payment charge.
2. TERM OF THE a TO R SERVICE AGREEME T
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. TERMINATION
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, than 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 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 speclfied in the order supplement may be
terminated by either party for the reasons and In the manner outlined above.
4. LIMITATIONS OF LIABILITIES/R M DI
The Customer and DIS agree that the following remedies and limitations of liability will apply to
the services provided under this Customer Service Agreement, unless otherwise agreed by the
parties.
NONCONFORMING INFORMATION SERVICES-For any Information services which fall to conform
to the agreed upon terms and conditions and are caused solely by the negligence of DIS, there
will be no charge for the services in question. If both parties are 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 data, 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
loss 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
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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 party will be 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 are 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. THIRD-PARTY CLAIMS
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 services. Failure to
object and give written notice within 30 days after receipt of invoice or performance of
services constitutes a waiver of any objection to services or disputes about payment.
DISPUTE RESOLUTION - Questions of fact 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 parties agree to proceed diligently with the performance
of services 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.
S. MQELLANEWS
ASSIGNMENT - This Agreement may not be assigned by either party without the written
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consent of the parties.
WAIVER - If a breach of a provision Is waived for a particular transaction or occurrence, It
does not mean that the same breach will be waived for a subsequent similar transaction or
occurrence.
SEVERABILITY - If any term or condition of this Agreement or application thereof to any
person(s) or circumstances 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.
NOTICES - All notices and communications which may be required by this Agreement shall be in
writing and sent (if to the DIS) to:
Department of Information Services
1110 S.E. Jefferson Street, MS: PC-11
Olympia, Washington 98504-8111
Attention: Contracts Office
And if to the Customer to: C it
of Kent A711v: 1 ele c o n n un cu� en s
m S, th
Kent, WA 9 031-5 95
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 terms 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.
9. ACCEPTANCE_. _
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.
UST R; CA—r4 OF 14 JT DEPARTMENT OF INFORMATION SERVICES
St ATURE ''SIGNATURE
MA;' (DIZ Deputy Director, Is
TITLE TITLE
1,51 7 ` 9/ February 26, 1990
DATE DATE
(DIS 010-034)
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DEPARTMENT OF INFORMATION SERVICES
CUSTOMER SERVICE AGREEMENT
ADDENDUM ONE
CSA NUMBER D150
.This document serves as addendum number one to the Department of Information Services
Customer Service Agreement. The purpose of this addendum Is to add the following optional
provision to your existing Customer Service Agreement.
The following provision is added to Section 1 of your Customer Service Agreement:
1 . CUSTOMER PAYMENT OF SERVICE QHARQES
MASTER AND NEGOTIATED AGREEMENT FEES - Customers are required to reimburse DIS
for costs associated with the development and maintenance of master agreements.
Charges for use of certain DIS master agreements are based on a use fee of one-half of
one percent (.5%) of the total purchase amount. At the sole option of the Customer, the
use fee may be paid directly to the Contracted vendor along with the purchase payment;
or as an alternative, DIS will invoice Customer for the use fee and Customer may then
make payment directly to DIS. For all use fees which exceed $5,000.00 Customer agrees
to make payment directly to DIS.
70EPA7ROF INFORMATION SERVICES
SIGNATURE- Den ' nes
TITLE - Deputy birector, DIS
November 6, 1990
DATE
Contracts Office
1110 SE Jefferson Street J Mali Stop PC-11 / P.O Box 9019/Olympia, WA 98UA/ Phone (206) 58&1799 or 586-49