HomeMy WebLinkAbout20041666.tiff WELD COUNTY CONTRACT May 18, 2004
LASON`
AGREEMENT FOR MICROFILM CONVERSION SERVICES
THIS AGREEMENT is made this 18th day of May , 2004, by and between the County of
Weld, a political subdivision of the State of Colorado, with offices located at 915 10th Avenue,
Greeley, CO 80631, on behalf of the Weld County District Attorney's Office, hereinafter
referred to as Weld County, and LASON Systems, Inc., whose address is 10515 E. 40th Ave.,
Unit 105, Denver, CO 80239, hereinafter referred to as LASON.
WITNESSETH:
WHEREAS, Weld County is in need of microfilming services for Juvenile Records held
at the Weld County District Attorney's Office, and
WHEREAS, LASON has the staff and technical expertise to perform such conversion
services, and
WHEREAS, the parties desire to enter into this Agreement for the purpose of completing
the microfilming services in accordance with the terms and conditions stated herein,
including, but not limited to, the terms and conditions set forth in the attached Exhibits
A—D.
NOW, THEREFORE, in consideration of the promises and covenants set forth herein, the
parties mutually agree as follow:
MICROFILMING OF IMAGES BY LASON: LASON agrees to perform the
microfilming services set forth in the attached Exhibit A entitled "Statement of
Work,"in accordance with the terms and conditions stated herein, including, but
not limited to, the terms and conditions set forth in the attached Exhibits A-D.
DUTIES OF WELD COUNTY: Weld County shall be responsible for the completion
of those duties listed in the attached Exhibit B, and the payments set forth in the
attached Exhibit C.
WELD COUNTY CONTACT PERSON: The contact person for Weld County with
respect to the microfilming services to be performed by LASON pursuant to this
Agreement shall be:
Carol (Cookie) Kobel
Weld County District Attorney's Office
915 10`h Street
Greeley, CO 80632
(970) 356-4000 x4716
2004-1666
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fig 9 WELD COUNTY Initials
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WELD COUNTY CONTRACT May 18, 2004
1. MISCELLANEOUS:
a. Compensation shall be due from Weld County to LASON for its
performance of the terms and conditions of this Agreement as set forth in
the Pricing Schedule attached as Exhibit C.
b. Neither LASON, nor any agent or employee of LASON, shall be or shall
be deemed to be, an agent or employee of the Weld County. LASON shall
have no authorization, express or implied, to bind the Weld County to any
agreements, liability, or understanding. LASON shall be solely
responsible for the acts of LASON, its employees and agents.
c. Neither party may assign its rights or duties under this Agreement without
the prior written consent of the other party.
d. This Agreement is intended as a complete integration of all understanding
between the parties. No changes, alteration, variation or deviation from
the terms of this Agreement, unless made in writing and signed by all
parties hereto, and that no verbal understanding or agreement past,present
or future, not incorporated herein shall be valid or binding on either party
and it is further understood and agreed that all representations regarding
this Agreement are contained herein and understood by the parties hereto.
e. At all times during the performance of the Agreement, LASON shall
strictly adhere to all applicable federal, sate and local laws that have been
or may hereafter be established, including but not limited to laws and
regulations concerning taxation, health, safety, labor, employment and
licensing.
f. Except as herein otherwise provided, this Agreement shall inure to the
benefit of all and be binding upon the parties hereto and their respective
successors and assigns.
g. If any term or provision of this Agreement, or the application thereof to
any person or circumstances shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement, or the application of such
terms or provisions, to a person or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected, and every
other term and provision of this Agreement shall be deemed valid and
enforceable to the extent permitted by law.
h. No portion of this Agreement shall be deemed to constitute a waiver of
any immunities the parties or their officers or employees may possess, nor
shall any portion of this Agreement be deemed to have created a duty of
care which did not previously exist with respect to any person not a party
to this Agreement. •
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WELD COUNTY CONTRACT May 18, 2004
i. It is expressly understood and agreed that the enforcement of the terms
and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned pasties and
nothing in this Agreement shall give or allow any claim or right of action
whatsoever by any other person not included in this Agreement. It is the
express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under this Agreement
shall be an incidental beneficiary only.
IN WIT ESS WHEREOF,of,the parties hereto execute this Agreement on the day first
above writs
A ES ir
,74---- COUNTY Of WELD, a political subdivision
of the STATE OF COLORADO:
E' W lerk to the Board
Fr BY: Sa.. &• ti
\k„.)----
0 - Robert Masden, Chairman
uty Clerk t t e Board Z. Board of County Commissioners of the
County of Weld
LASON:
_ BY: ✓Va—e-c-
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WELD COUNTY CONTRACT May 18, 2004
EXHIBIT A
Statement of Work
1.0 IMAGE STORAGE
LASON will provide microfilm images to WELD COUNTY on 16mm 100' rolls inserted into a
3M type cartridge plus a diazo duplicate inserted into a 3M type cartridge with label information
on the top and face of both cartridges. This information will contain Weld County, Juvenile
Records, Record number from through record number, duplicate or original and to include Lason
name and address with date.
2.0 JUNENILE RECORDS MICROFILM SERVICES
2.1 Microfilm/Capture Task and Terms Definition
• Source Documents—original "Juvenile Records" supplied to LASON by
WELD COUNTY for conversion.
• Document Preparation —It is understood that the document preparation is to be
performed by LASON and not by WELD COUNTY and only if deemed
absolutely necessary by LASON will any additional document preparation be
performed. This includes; removing staples, unfolding corners; taping torn or
ripped pages.
• Document Preparation time will also be recorded for time spent re-filing
microfilmed documents to insure order as well as placing documents into the
appropriate boxes. Documents will not be re-stapled. Books, bound or ringed
items will not be separated.
• Microfilming—The capture of source documents on processed microfilm.
• Indexing—the function that allows microfilmed images to identify a specific
record.
• Index File—provided by LASON to identify which roll of microfilm a record is
located on.
• Volume—the number of customer files and/or pages estimated to be
microfilmed.
• Simplex Documents—documents with an image on only one side of the page.
• Duplex Documents—documents with an image on each side of the page.
• Quality Assurance—the function that reviews and verifies processes and
outputs to insure they meet required specifications.
• File Delivery—the delivery of source documents, and index file.
• Image Enhancement—LASON will deliver readable images from readable
source documents. A readable source document is defined as any document
which, when reproduced in an automated production environment using a
standard copy machine, will produce a copy upon which all characters or
numbers can be recognized and understood by visual observation. Source
documents that do not meet this standard can be enhanced using specialized
techniques until the best possible image is achieved. This process is charged
separately and in addition to the base conversation price quoted herein.
2.2 Microfilm Conversion/Capture Location and Transportation
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WELD COUNTY CONTRACT May 18, 2004
Source documents will be picked-up by LASON and transported to the LASON offices in
Pueblo, Colorado, if this location changes, for any reason, WELD COUNTY has the right
to approve or disapprove the new location.
2.3 Reproduction Activities and Responsibilities
A. Document Description
Documents are "Juvenile Records" averaging in size 8 1/2" X 11", approximately
3% to include printing on front and back of pages with the remaining balance
printed on one side only.
B. Document Preparation
WELD COUNTY will box documents appropriately prior to pickup. LASON
will perform document preparation as required to make documents ready to film.
During preparation, WELD COUNTY will provide the required information for
indexing the Juvenile Records by Folder. The use of the index will determine
how the Juvenile Records are retrieved. The Juvenile Records will be indexed by
a two digit year, two letters representing the record type followed by 1 to 4
characters as determined by WELD COUNTY and LASON.
2.4 Production Activities and Responsibilities
A. File Delivery
WELD COUNTY files will be provided to LASON in labeled boxes. At the time
of pickup, the LASON representative will complete a"delivery"ticket,
documenting the quantity of boxes. LASON and a representative of WELD
COUNTY will sign the ticket. WELD COUNTY will provide LASON with
documents based on a pre-arranged schedule.
B. Document Preparation
Files are sent to document preparation. During this stage LASON will pull
staples, repair damaged pages and tape small documents to carrier sheets. No
decisions on content and suitability of microfilming will be made by LASON. All
delivered source documents will be microfilmed.
C. Microfilming
LASON will capture source documents and convert to microfilml images based
on the standards of ANSI.
Image-Enhancement and/or increases in image resolution are available at an
additional charge.
D. Indexing/Image Quality Assurance
Microfilmed images will be reviewed by LASON under normal quality assurance
testing parameters. Which includes, but is not limited to the review by a QC
station attendant, after the microfilm has been processed. Images identified as
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WELD COUNTY CONTRACT May 18, 2004
unacceptable will be re-filmed, and spliced on the end of the original roll of
microfilm, by LASON.
LASON will deliver readable images from readable source documents. A
readable source document is defined as any document which,when reproduced in
an automated production environment using a standard copy machine, will
produce a copy upon which all characters or numbers can be recognized and
understood by visual observation. Source documents that do not meet this
standard can be enhanced using specialized techniques until the best possible
image is achieved. This process is charged separately and in addition to the base
conversation price quoted herein.
E. Final Output
Microfilmed rolls inserted into cartridges, original and diazo duplicate, and a
copy of the index files are formatted per WELD COUNTY/LASON agreement,
are delivered to WELD COUNTY'S listed point of delivery in Greeley. The start
date for the project is the date the "Agreement for Image Conversion Services"is
signed. The date of completion should be no later then July 1, 2004. Completion
of project is defined as conversion and delivery of all media to WELD COUNTY.
2.5 Items/Information Provided by WELD COUNTY
• WELD COUNTY will provide boxed and organized Juvenile Records.
• WELD COUNTY will provide ongoing availability of source files to ensure
no lapses in processing.
• WELD COUNTY will provide a typewritten list of all juvenile records, and
the index pages of all records being delivered to LASON.
• WELD COUNTY will provide assistance to create the proper output match
for both image and index files.
• WELD COUNTY will inspect and certify the accuracy of delivered image
files upon receipt.
3.0 BACKUP
LASON does not warrant the replacement of lost data or images. It is the responsibility of the
WELD COUNTY to implement and exercise proper backup procedures at all times.
4.0 CHANGES
Any changes in this Statement of Work may incur additional charges. Additional charges, if
applicable, will be invoiced as set forth in Exhibit C.
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WELD COUNTY CONTRACT May 18, 2004
EXHIBIT B
Assumptions
1. Location of Records
The Records will be located at Weld County District Attorney's Office, at 915 10th Street,
Greeley, CO 80632.
2. JUVENILE RECORDS Conversion Services
• WELD COUNTY will provide boxed Juvenile Records for conversion.
• Records will vary in sizes from 8 1/2"X 11"up to and including an 8 1/2" X 14"
(approximate size) capturing both sides where necessary.
• The volume of backlog records is estimated at approximately 226,000 sheets of
Property/Transfer Records including supporting documents.
• Documents will not be re-stapled after the microfilming and will be shredded upon
signature by an authorized official of WELD COUNTY on a data destruction form.
• When LASON film's the front and backside of each page. The front of a page is
considered an image and the back of a page is considered an image. In other words
each page will produce two (2) images.
• WELD COUNTY will have ample opportunity to view the rolls of microfilm and is
to be satisfied that the product LASON provides can and will be utilized in the
WELD COUNTY environment with no more then an error rate as mutually
determined by WELD COUNTY and LASON. Invoicing by LASON will be done
after delivery of the original and diazo duplicate of the microfilm rolls.
• All records and supporting information is to be microfilmed.
• All microfilming to be performed during normal business hours.
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WELD COUNTY CONTRACT May 18, 2004
EXHIBIT C
Pricing
1.0 Microfilming Services for Juvenile Records
A) Unit Prices
Juvenile Record
Microfilming: $0.05 per image
Document Preparation: $18.50 per hour
Document Indexing $0.01 per key-stroke
Index File Creation: $60.00
Cartridges: $8.95 each
Pickup/Delivery $75.00 per trip
Document Destruction: $0.18 per lb of paper
B) Payment. Invoices under the Agreement shall be rendered weekly including all
applicable taxes for the microfilm rolls inspected and certified/approved by WELD
COUNTY, as outlined in exhibit A, section 2.5. and will be paid within 30 days upon
receipt of invoice.
C) Price Change CONTRACTOR will invoice against this AGREEMENT only at
stated rates and prices. LASON will have the right to increase the pricing on the
anniversary date of this contract. The percentage amount of the increase will not exceed
that of the consumer price index.
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WELD COUNTY CONTRACT May 18, 2004
Exhibit D
Standard Terms and Conditions
1. Payment. WELD COUNTY agrees to pay LASON in accordance with the terms and
amounts described in Exhibit C.
2. Interest. All amounts not paid by WELD COUNTY within thirty(30) days after such
amount becomes due and payable to LASON shall bear interest at the lesser of one and
one-half percent (1Y2%) per month or the maximum rate of interest allowed by applicable
law.
3. Limitation of Liability. The liability of LASON to WELD COUNTY for any claims
whatsoever related to this Agreement, including any cause of action sounding in contract,
tort, or strict liability, shall not exceed the amount of money paid to LASON by WELD
COUNTY.
4. Exclusion of Consequential and Special Damages. In no event shall LASON be liable
for any loss of profits; any incidental, special, exemplary or consequential damages; or
any claims or demands brought against WELD COUNTY (collectively"Damages"),
even if LASON has been advised of the possibility of such claims or demands.
5. Limitation of Action. No action, whether based on contract, product liability or tort,
including any action based on negligence, arising out of the performance of this
Agreement, may be brought by either party more than two (2) years after the party knew
or should have known of the breach or damage(whichever is first), except that an action
for non-payment may be brought within two (2) years of the date of the last payment.
6. Cessation of Warranty Work in Event of Breach. In the event of nonpayment or other
material breach by WELD COUNTY, LASONS obligation to provide warranty or any
other services under this or any other related agreement shall cease.
7. Title. Title and ownership to any of the products does not pass to WELD COUNTY until
all payments for the Services required under this Agreement have been made.
8. Integration. Each party acknowledges that it has read this Agreement, understands it
and agrees to be bound by its terms. The parties further agree that this is the complete
and exclusive statement of the agreement of the parties with respect to the subject matter
hereof and that it supersedes and merges all prior proposals, understandings and
agreements, whether oral or written, between the parties with respect to the subject matter
hereof. This Agreement may not be modified except by a written instrument duly
executed by the parties hereto.
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WELD COUNTY CONTRACT May 18, 2004
9. Force Majeure. Either party shall be excused from delays in performing or from its
failure to perform hereunder to the extent that such delays or failures result from causes
beyond the reasonable control of such party; provided that, in order to be excused from
delay or failure to perform, such party must act diligently to remedy the cause of such
delay or failure.
10. Required Approvals. Where agreement, approval, acceptance, or consent by either
party is required by any provision of this Agreement, such action shall not be
unreasonably delayed or withheld.
11. Representations. LASON is a certified Software Publisher's Partner and therefore is
authorized to sell, service and support Software Publisher's Software and in no way
infringe upon the Software Publisher's copyright.
12. Authority of LASON. LASON has the right and obligation to supervise, manage,
contract, direct,procure, perform, or cause to be performed, all work to be performed by
LASON hereunder unless otherwise provided herein.
13. Indemnification. WELD COUNTY shall indemnify, defend, and hold LASON, its
employees, officers, and agents, harmless from all expenses, damages, costs,penalties,
liability and amounts incurred in judgments or settlements, including attorneys' fees,
incurred, as a result of threatened,pending or completed investigations, enforcement
actions, claims, demands or any and all lawsuit's against LASON or WELD COUNTY as
a result of services performed. To the extent allowed by law.
LASON shall indemnify, defend, and hold WELD COUNTY, its employees, officers,
and agents, harmless from all expenses, damages, costs, penalties, liability and amounts
incurred in judgments or settlements, including attorneys' fees, incurred, as a result of
threatened, pending or completed investigations, enforcement actions, claims, demands
or any and all lawsuit's against LASON or WELD COUNTY as a result of services per-
formed.
14. Governing Laws. This Agreement and the parties' obligations hereunder shall be
governed, construed, and enforced in accordance with the laws of the State in which the
software is installed.
15. Severability. In the event that any provision of this Agreement is held invalid, void,
illegal or unenforceable, the remainder of this Agreement shall not be impaired or
affected thereby, and each term,provision, and part shall continue in full force and effect
and shall be interpreted in manner consistent with the intent of the parties.
16. Captions. The section and subsection headings used herein are for referral and
convenience only, and shall not enter into interpretation hereof. The Exhibits referred to
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WELD COUNTY CONTRACT May 18, 2004
herein and attached, to this Agreement, are incorporated herein to the same extent as if
set forth in full herein.
17. Attorney's Fees. In the event an action, including arbitration, is brought to enforce any
provision of or declare a breach of this Agreement, the prevailing party shall be entitled
to recover, in addition to any other amounts awarded,reasonable legal costs including,
but not limited to, attorney's and expert witness fees incurred thereby.
18. Assignment. Neither party may assign its rights or duties under this Agreement without
the prior written consent of the other party. Such consent not to be unreasonably
withheld.
19. Waiver. The waiver by either party of any term or condition of this Agreement shall not
be deemed to constitute a continuing waiver thereof nor of any further or additional right
that such party may hold under this Agreement.
20. Warranty of Authority. Each person signing this Agreement warrants and represents
that he or she has actual and express authority to bind the entity for which he or she signs.
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