HomeMy WebLinkAboutC13-091 Mountain States Imaging AgreementAGREEMENT BETWEEN EAGLE COUNTY AND MOUNTAIN STATES IMAGING, LLC
THIS AGREEMENT is made this /(/ day of f / 2013, by and between Eagle County
County"), and, Mountain States Imaging, LLC ( "Cont actor "), a Colorado limited liability company with a
principal place of business at 7050 South Yosemite Street, Centennial, Colorado 80112.
WHEREAS, County desires to perform digital conversion and indexing of microfiche records for Eagle County
document collection (the "Work ").
WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise
necessary to provide said product and/or services to County; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of
Contractor in connection with the services and related terms and conditions to govern the relationship between
Contractor and County in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and
Contractor agree as follows:
ARTICLE 1— WORK
1.1 Contractor agrees to provide all services, labor, personnel and materials to perform and complete the
services set forth in Exhibit A (hereinafter "Services" or "Work ") which is attached hereto and incorporated by
this reference. Contractor will use its expertise, skill to perform the Services. In the event of any conflict
between the contents of this Agreement and Exhibit A, this Agreement shall control.
ARTICLE 2 -- COUNTY'S REPRESENTATIVE
2.1 The Clerk and Recorder or her designee shall be Contractor's contact with respect to this Agreement and
the performance of the Services.
ARTICLE 3 — TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the
provisions of Article 11 hereof, shall continue in full force and effect until the Services are satisfactorily
completed in accordance with the terms of this Agreement.1
ARTICLE 4 — COMPENSATION
4.1 For the Services provided hereunder, County will pay Contractor the amounts provided in Exhibit "A."
The maximum amount of compensation under this Agreement shall not exceed eight thousand dollars
8,000) without a signed amendment to the Agreement.
4.2 Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper
and accurate invoice from Contractor respecting the Services. The invoice shall include a description of
services performed. Upon request, Contractor shall provide County with such other supporting information as
County may request.
4.3 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees
to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant
to the terms of this Agreement.
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4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the
County nor shall any payment be made to the Contractor in excess of the amount for any Services done without
the written approval in accordance with a budget adopted by the Board in accordance with provisions of the
Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all
obligations beyond the current fiscal year are subject to funds being budgeted and appropriated.
4.5 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal
or beneficial interest whatsoever in the service or property described in this Agreement. The Contractor has no
interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the
performance of Contractor's services and Contractor shall not employ any person having such known interests.
ARTICLE 5 CONTRACTOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement, Contractor makes the following representations:
5.1 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder,
the Facility, and . with all local conditions, and federal, state, and local laws, ordinances, rules and regulations
that in any manner affect cost, progress, or performance of the Services.
5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
5.3 To the extent possible, Contractor has correlated the results of all such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
5.4 To the extent possible Contractor, has given County written notice of all conflicts, errors, or
discrepancies that he has discovered in the Agreement.
5.5 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful,
professional and competent manner and in accordance with the standard of care, skill and diligence applicable
to document imaging companies. Further, in rendering the Services, Contractor shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision of its employees
to ensure the Services are performed in accordance with this Agreement.
ARTICLE 6 — ENTIRE AGREEMENT
6.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract
Documents other than this Agreement and its Exhibits. The Agreement may only be altered, amended, or
repealed in writing.
ARTICLE 7 — MISCELLANEOUS
7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on
another party hereto without the written consent of the party sought to be bound; and specifically, but without
limitation, moneys that may become due and moneys that are due may not be assigned without such consent
except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to
the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from
any duty or responsibility under the Agreement.
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7.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the
other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement.
7.3 Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations
under this Agreement after, nor shall any payments be made to Contractor in respect of any period after
December 31 without an appropriation therefore by County in accordance with a budget adopted by the Board
of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20).
7.4 Provision Mandated by C.R.S. § 8- 17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR
SERVICES
7.4.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8- 17.5 -101, et
seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract,
Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under
this Contract and that Contractor will participate in the E- verify Program or other Department of Labor and
Employment program ( "Department Program") in order to confirm the eligibility of all employees who are
newly hired for employment to perform Services under this Contract.
7.4.2 Contractor shall not:
i) Knowingly employ or contract with an illegal alien to perform work under this contract for
services; or
ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
the public contract for services.
7.4.3 Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform work under this Contract through participation in the E- verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for
the E- verify program can be found at:
http: / /www.dhs.gov /xprevprot /programs /gc 1185221678150.shtm
7.4.4 The Contractor shall not use either the E- verify program or other Department Program procedures to
undertake pre - employment screening ofjob applicants while the public contract for services is being performed.
7.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to:
i) Notify the subcontractor and the County within three days that the Contractor has actual
knowledge that the subcontractor is employing or contracting with an illegal alien; and
ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice
required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop
employing or contracting with the illegal alien; except that the Contractor shall not terminate the
contract with the subcontractor if during such three days the subcontractor provides information
to establish that the subcontractor has not knowingly employed or contracted with an illegal 3
alien.
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7.4.6 The Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. § 8- 17.5- 102(5).
7.4.7 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the
contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the
Contractor shall be liable for actual and consequential damages to the County as required by law.
7.4.8 The County will notify the office of the Colorado Secretary of State if Contractor violates this provision
of this Contract and the County terminates the Contract for such breach.
7.5 The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under
penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (b) to the extent applicable shall comply with the provisions of C.R.S. 24 -76.5 -101 et. seq., and (c)
has produced one form of identification required by C.R.S. 24- 76.5 -103 prior to the effective date of this
Agreement.
7.5 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted.
7.6 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular
reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant or sub - contractor
agreements for the performance of any of the Services or without County's prior written consent, which
may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to
approve all personnel assigned to perform the Work and no personnel to whom County has an objection, in
its reasonable discretion, shall be assigned. Contractor shall be solely responsible for any Work performed
by a sub - consultant or sub- contractor and shall require each sub - consultant or sub- contractor, as approved
by County and to the extent of the Services to be performed by the sub - consultant or sub - contractor, to be
bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations
and responsibilities which Contractor, by this Agreement, assumes toward County.
ARTICLE 8 - JURISDICTION AND VENUE:
8.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties
hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for
the State of Colorado.
8.2 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the
obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for
breach of this Agreement, or an action be brought for injunction or specific performance, then and in such
events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including
reasonable attorney's fees.
ARTICLE 9 - INDEMNIFICATION:
9.1 The Contractor shall indemnify and hold harmless County and any of its officers, agents and employees
against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees
may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or
indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its
subcontractors hereunder; and Contractor shall reimburse County for any and all attorney fees and costs, legal
and other expenses incurred by County in connection with investigating or defending any such loss, claim,
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damage, liability or action. This indemnification shall not apply to claims by third parties against the County to
the extent that the County is solely liable to such third party for such claims without regard to the involvement
of the Contractor.
ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
10.1 All documents (including electronic files) and materials which are obtained during, purchased or
prepared in the performance of the Services shall remain the property of the County and are to be delivered to
County before final payment is made to Contractor or upon earlier termination of this Agreement.
ARTICLE 11 -TERMINATION:
11.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without
cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination
specifying the date upon which termination becomes effective. In such event, Contractor shall be compensated
for all Services satisfactorily completed up to the date of termination for such Services.
ARTICLE 12 — NOTICE
12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States
mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the
appropriate party at the following addresses:
The County:Eagle County Clerk and Recorder
P.O. Box 850
Eagle, Colorado 81631
970) 328 -8786 (p)
970) 328 -8899 (t)
and a copy to:Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
970)328 -8685 (p)
970) 328 -8699 (f)
The Contractor:Dave Raeder
Mountain States Imaging, LLC
7050 South Yosemite Street
Centennial, Colorado 80112
303) 773.3750 (p)
303) 773.3785 (f)
12.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed
received or, if transmitted after normal business hours, on the next business day after transmission, provided
that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in
an official depositary of the U.S. Postal Service.
ARTICLE 13 — INDEPENDENT CONTRACTOR
13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this
Agreement shall result in, or be construed as establishing an employment relationship between County and
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Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as,
independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall
be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible
for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the
acts of its officers, agents, employees, and servants during the performance of this Agreement. Neither
Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be
deemed the agent, representative, employee or servant of County.
ARTICLE 14 — INSURANCE REQUIREMENTS
14.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in
the following minimum amounts:
14.1.1 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage
and in amounts as required by the laws of the State of Colorado.
14.1.2 Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and
1,000,000 for property damage, each occurrence. All liability and property damage insurance required
hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy.
14.1.3 Comprehensive liability and property damage insurance issued to and covering Contractor and any
subcontractor with respect to all Work performed under this Agreement and shall also name County as an
additional insured, in the following minimum amounts:
Bodily Injury Liability:
Each Person:1,000,000
Each Accident or Occurrence:1,000,000
Property Damage Liability:
Each Accident or Occurrence:1,000,000
14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance
is attached hereto as Exhibit B.
SIGNATURE PAGE TO FOLLOW //
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
COUNTY OF EAGLE, STATE OF
COLORADO, by its County Manager
By:r
Keith Montag
CONTRA TOR: MOUpa., IN ST ES IMAGING, LLC
HANNAN EtM KENNEDY By:
tptillKwlUQ Dave Raeder
STATROPOOLONADO
NOTANYIDIOUNNINS D 7 rTitle:0—.—
WV eftwassompos. maw
CONTRACTOR IS REQUIRED TO HAVE ITS SIGNATURE NOTARIZED
00QbDSTATEOF
z:601-0e
ss.
COUNTY OF
The foregoing instrument was acknowledged before me by tja 114 l'_;of
kyaIdAce()%4A this 10 day of Art $ ..2013.
COD 1'-Ai
My commission expires: (3a A,
AtA AA
Notary Pu. lc
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Microfiche. Conversion Proposal — Eagle County
Statement of Work
Microfiche Conversion and Image Deliverables
Mountain States Imaging (MSI) understands that following criteria is expected for microfiche conversion services. The following
will be used as specifications for this project:
SUMMARY DESCRIPTION OF WORK TO BE PERFORMED
Mountain States Imaging, LLC. (MSI) will provide fully trained and qualified document imaging personnel that will scan the
microfiche provided by Eagle County. Mountain States Imaging will index all records by the required indexed fields. Mountain
States Imaging, LLC will QC the scanned images and associate the appropriate metadata with the scanned image (as defined by
this SOW). The QC process will include verification that all pages are contained in the image & image has been scanned to the
best quality of the original record (microfiche). Defective images and invalid metadata found during quality control will be
corrected by MSI.
1. Vital Statistics —there are 5 different media types with this conversion project:
1.1. 16mm Microfiche — Diazo Duplicate fiche with approximately 50 images per sheet
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a. Approximately 1 inch, roughly 50 microfiche cards s
b. Approximately 2,500 images
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1.2. 35mm Microfilm -
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a. 24 rolls
b. Approximately 625 Images per roll
c. Approximately 15,000 images total
1.3. 16mm Microfilm -
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a. 5 rolls
b. Approximately 2,400 images per roll
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c. Approximately 12,000 Images total
1.4. Fixed binding books
a. 6 books
b. Approximately 3,300 images total
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7050 South Yosemite Street Centennial, CO ; 80112 Main: 303.7733730 Fax: 303.773.37 85 wWw.rnsi
EXHIBIT
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Microtche Conversion Proposa Eagle County
1.5. Removable binding books
a. 9 books
b. Approximately 4465 images total
2. Document Scanning
2.1. The documents will be scanned at 200 dpi, Black and White, Single Page Group 4 Tiff file types
3. Document Indexing
3.1. For microfiche - header information
3.2. For microfilm rolls -
3.2.1. Roll Level indexing—Info found on box for the Grantor /Grantee Indexes
3.2.2. Document level indexing— Reception Number, Book, and Page
3.3. For Books - 3 Fields -
a. Book Name
b. Book Number
c. Page Number
4. Quality Control
4.1. MSl follows all generally accepted standards for quality control in this industry. MS! will perform a 100% visual
inspection of all documents scanned to ensure the readability and to provide the best possible reproduction of the
original hardcopy. Any images that do not meet our strict quality standards will be rescanned or reprocessed. Any
materials that do not meet the quality requirements of this Scope of Work will be rescanned or reconverted at no
cost to Eagle County.
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5. Document Return
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5.1. Mountain States Imaging will return all microfiche to the State Archives after completion of the conversion.
5.2. Mountain States Imaging will return all books to Eagle County after completion of the conversion.
6. Deliverable 1
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6.1. Eagle County has asked for the images to exported in a Group 4 Single page Tiff format and delivered back via DVD or 1
SFTP.I
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7050 South Yosemite Street i Centennial, CO i 801 J2 ! Main: 303.773.3750 Fax: 303.773.378; 5,ioAw.msiinafzing.com i
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Microfiche Conversion Proposal - Eagle County
Pricing
Eagle County Pricing Structure
16 MM Microfiche Conversion Per image 0.0750
35 MM Microfilm Conversion Per Image 0.0750
16 MM Microfilm Conversion Per Image 0.0550
Rolf Level / Header Level Indexing Included Included
Document Level Indexing (Reception number, book, and page)Per Image 0.0195
Document QC Included Included
Document Export Included Included
Fixed Binding Book Scanning Per image 0.52
Removable Binding Book Scanning {under 11x14)Per Image 0.26
Document Indexing Included Included
Document QC Included Included
Document Export Included Included
DVD or SFTP transfer Included Included
Return Shipping Included Included
Based on above image count estimates, the microfilm total should be $2,800 and the book total should be $3,200.
Total estimated project price should be around $6,000. We will put a stop on all production not to exceed $8,000.
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7050 South Yosemite Street Centennial, CO 801.12: Main: 303.773.3750 Fax: 303.773.37851 www.msimaging.com
AC CERTIFICATE OF LIABILITY INSURANCE
DATE (MMODIYYYI)
04/10/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER Phone: (303) 972 -6633 Fax: (303) 972 -6655 CONTACT John Terrill
IRG - AFFINITY INSURANCE PARTNERS, LLC PHONE iFAX
7991 SHAFFER PARKWAY, SUITE 300 bvc No F) (303) 972 -6633 IFAx Nnl: (303) 972 -6655INC,
LITTLETON CO 80127 ADDRESS Jwterril! @irgco.com
INSURER(S) AFFORDING COVERAGE NAIL I
INSURER : Auto - Owners Insurance
INSURED
MOUNTAIN STATES IMAGING LLC INSURER B : Pinnacol Assurance
7050 S. YOSEMITE STREET INSuRaRC :
CENTENNIAL CO 80112
INSURER D.
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 42809 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLIC LIMITS QHOWN MAY HAVF BEEN REDUCED BY PA D CLAIMS.
INSR ADD'LPOUT POLICY NUMBER
POLICY EFF POLICY EXP
J_IR_TYPE OF INSURANCE INSR win MMIDD/YYYYJ MM1nnMIYY)
LIMITS
A I GENERAL LIABILITY X 7408171612 06/01/12 06/01/13 EACH OCCURRENCE 1,000,000
DAMAGE TO RENTED 50,000XCOMMERCIALGENERALLIABILITYPREMISES (Ea oaurence)
ICLAIMS-MADE I X OCCUR MED. EXP (Any one person) 5,000
PERSONAL & ADV INJURY 1,000,000
GENERAL AGGREGATE 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:PRODUCTS - COMP/OP AGG $2,000,000
POLICY —
PRO I I LOC
A AUTOMOBILE LIABILITY 4508171600 06/01/12 06/01/13 COMBINED SINGLE LIMIT
1,000,000Eaaccident)
ANY AUTO BODILY INJURY (Per person)
ALL OWNED SCHEDULED
AUTOS X AUTOS BODILY INJURY (Per accident) $
HIRED AUTOS NON -OWNED PROPERTY DAMAGE
per accident)
A
I X UMBRELLA LIAB OCCUR 4508171601 06/01/12 06/01/13 EACH OCCURRENCE 1,000,000
EXCESS LIAR CLAIMS -MADE AGGREGATE 1,000,000
DED RETENTION $
B WORKERS COMPENSATION 4508171600 01/01/13 01/01/14 WC STATU T
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
YIN E.L. EACH ACCIDENT 100,000
OFFICERIMEMBER EXCLUDED?NIA E.L. DISEASE -EA EMPLOYEE $100,000MandatoryInNH)
Ryes, describe under E.L. DISEASE- POLICY LIMIT 500,000DESCRIPTIONOFOPERATIONSbelow
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DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required)
Certificate holder is included as additional insured.
CERTIFICATE HOLDER CANCELLATION
Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
PO Box 850 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Eagle, CO 81631 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
r
Attention:EXHIBIT
John Terrill
l______ACORD 25 (2010/05)010 ACORD CORPORATION. All rights reserved.
The ACORD name an s ORD
