2006/08/30 Council Agenda Packet

DOL DAPS Master ontr t No. 8147 DAPS Contract No. I,!)/ Contractor Contract No. "Subcontractor" means one not in the employment of a party to this Agreement, who is performing all or part of those services under this contract under a separate contract with a party to this Agreement. The terms "subcontractor"and"subcontractors"mean subcontractor(s) in any tier. "USER" means the primary agency or entity contracting with the Department of Licensing to access the DAPS data system. STATEMENT OF WORK The parties to this Agreement shall furnish the necessary personnel, equipment, material and/or service(s) and otherwise do all things necessary for, or incidental to, the exchange of data as set forth in the Statement of Work, Attachment A, attached hereto and incorporated herein. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shall begin on the date of execution, and continue for a period of two years, unless terminated sooner as provided herein. This Contract may be extended multiple times under written mutual consent of the parties. An extension shall be at the exclusive option of the DOL and shall be affected by the DOL giving written notice of extension to USER and with written mutual consent. No change in terms and conditions shall be permitted during these extensions unless specifically set forth in the extension Agreement and all other terms and conditions shall remain firm and fixed. PAYMENT and BILLING PROCEDURE Payment for service(s) shall be in accordance with the Budget, Billing Details,Attachment B, attached hereto and incorporated herein. USER agrees to make payment of all fees due under this Agreement before or concurrent with receiving the information requested. Payment shall be made by one of the following methods: a) USER will provide payment with each request for a hard copy of disclosure information, or b) USER will be billed quarterly when using the SecureAccess option at the rate set forth in Budget, Billing Details, Attachment B. Upon expiration of the Agreement, any claim for payment not already made shall be submitted within 30 days after the expiration date or the end of the fiscal year; whichever is earlier. RECORDS MAINTENANCE The parties to this Agreement shall each maintain books, records, documents and other evidence, which sufficiently and properly reflect 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, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for minimum six years after expiration or as required the Office of the State Auditor, and federal officials so authorized by law, 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. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed in writing. The receiving party will not disclose or make available this material to any third parties. The information provided shall be used only to accomplish their official job functions and shall not be used by USER or disclosed to any other person, for the purpose of making any unsolicited business contact, or for a commercial purpose unless specifically authorized or directed by law. The term "unsolicited business contact" means a contact that is intended to result in, or promote, the sale of any goods or services to a person named in the disclosed information. The term "commercial purposes" means using or intending to use information for the purpose of facilitating a profit-expecting business activity, except as provided in RCW 46.12.380 for vehicle records. RCW 46.52.120 specifies driver information is available to law enforcement for any authorized use. CONFIDENTIALITY The use or disclosure by any party of any information concerning the other party for any purpose not directly connected with the administration of responsibilities with respect to services provided under this Agreement is prohibited except by prior written consent of the other party. Each party shall maintain as confidential all information concerning study findings and recommendations, as well as the business of the other party, its financial affairs, and relations with its clientele and its employees, and any other information, which may be specifically classified as Confidential Information. To the extent consistent.with 4 2 File Name: 8147-DAP-DOL Interagency DSA.doc Page 2 oft 7 Printed: 7/14/2006