HomeMy WebLinkAbout20033371 RESOLUTION
RE: APPROVE PROFESSIONAL SERVICES AGREEMENT AND AUTHORIZE CHAIR TO
SIGN - MOUNTAIN STATES IMAGING, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Professional Services Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Clerk and Recorder's Office, and
Mountain States Imaging, LLC, commencing January 5, 2004, and ending March 20, 2004, with
further terms and conditions being as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement,a copy
of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County,Colorado,that the Professional Services Agreement between the County of Weld,State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Weld County Clerk and Recorder's Office, and Mountain States Imaging, LLC be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 15th day of December, A.D., 2003.
BOARD OF COUNTY COMMISSIONERS
st E��``T: ogs
//��(/Y WE
1861 ( C ORA O
011:43:110°
;,�j;,� 0 D vid E. Long, Chair
o �t erk to the Board
s°171. 4�,4 // Robert D lasden, Pro-Tem
Deputy Clerk to the/Board
M. J. Geile
AP RM:
William H. Jerke
C my At or ey 37i(P�se� (IAA
Glenn Vaa
Date of signature: /al 5 1 r3
2003-3371
,;; n CR0020
C//��, ` k OI-Db-U4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into the day and year set forth below, by and
between the Board of County Commissioners of Weld County, Colorado, whose address is 915
10th Street, Greeley, Colorado 80631, on behalf of the Weld County Clerk and Recorder,
hereinafter referred to as "Clerk," and Mountain States Imaging, LLC, whose address is 7050
South Yosemite Street, Centennial, Colorado 80112, hereinafter referred to as "Mountain
States."
WITNESSETH:
WHEREAS, Clerk is in need of professional services for the purpose of digitally
scanning 600 rolls of microfilmed documents in the possession of the Clerk, and
WHEREAS, Mountain States has the expertise and time to perform such digital scanning,
and
WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of
defining their respective roles and responsibilities relative to Mountain States's performance of
such task.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein
expressed, it is agreed by and between the parties hereto as follows:
1. Scope of Services. Mountain States agrees to provide the professional services of
digitally scanning 600 rolls of microfilmed documents currently in the possession
of the Clerk(estimated to be 1,442,400 images), in accordance with the Section I
Scope of Work and Requirements set forth in the document entitled, "Mountain
States Imaging RFP Response for Weld County's 16 mm Microfilm Conversion
RFP," a copy of which is attached hereto and referred to herein as Exhibit "A," in
accordance with the terms set forth in Section II 16 mm Microfilm Conversion
Pricing also set forth in said Exhibit A. All microfilm rolls and any CD ROM's
completed by Mountain States shall be deemed to the property of Clerk.
2. Period of Performance. The period for performance of the services to be
performed by Mountain States,pursuant to the terms of this Agreement, shall be
for not more than 75 days, commencing no later than January 5, 2004.
3. Early Termination by Clerk. Notwithstanding the time periods contained herein,
the Clerk may terminate this Agreement at any time without cause by providing
written notice of termination to Mountain States. Such notice shall be delivered at
least thirty (30) days prior to the termination date contained in said notice unless
otherwise agreed in writing by the parties. All notices provided under this
Page 1 of 4 Pages
2003-3371
Agreement shall be effective when mailed, postage prepaid and sent to the
addresses set forth above. In the event of any such early termination by the Clerk,
Mountain States shall be paid for services rendered prior to the date of
termination, subject only to the satisfactory performance of Mountain States's
obligations under this Agreement. Such payment shall be Mountain States's sole
right and remedy for such termination. Mountain States shall return any
microfilms and completed CD ROM's to Clerk within fifteen (15) days of
receiving notice of termination.
4. Design, Project, Indemnity and Insurance Responsibility. Mountain States shall
be responsible for the quality,technical accuracy,timely completion and the
coordination of all digital scanning services rendered by Mountain States, and
shall, without additional compensation, promptly remedy and correct any errors,
omissions, or other deficiencies related to the microfilm scanning process.
Mountain States shall maintain commercial general liability insurance in the
amount of$600,000 combined single limits, and errors and omissions insurance in
the amount of$600,000, and shall include the Board of County Commissioners of
Weld County, the Weld County Clerk and Recorder, and their employees as
additional named-insureds to such insurance policies.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, Clerk agrees to pay Mountain States the sum of$0.0625 per image
scanned. Payment by Clerk shall be made within thirty(30) days of receiving an
invoice from Mountain States.
6. Clerk's Representative. Clerk shall designate, prior to commencement of work,
its project representative who shall make, within the scope of his or her authority,
all necessary and proper decisions with reference to the project. All requests for
contract interpretations, change orders, and other clarification or instruction shall
be directed to the Clerk's Representative.
7. Independent Contractor. The services to be performed by Mountain States are
those of an independent contractor and not of an employee of Clerk. Clerk shall
not be responsible for withholding any portion of Mountain States's compensation
hereunder for the payment of FICA, Workers' Compensation, other taxes or
benefits or for any other purpose. None of the employees of Mountain States shall
be considered employees of Clerk, or eligible for Clerk benefits.
8. Personal Services. It is understood that the Clerk enters into this Agreement
based on the special abilities of Mountain States and that this Agreement shall be
considered as an agreement for personal services. Accordingly, Mountain States
shall neither assign any responsibilities nor delegate any duties arising under this
Agreement without the prior written consent of Clerk.
Page 2 of 4 Pages
9. Acceptance Not Waiver. Clerk's approval of the CD ROM's upon which the
digitally scanned information is stored, shall not in any way relieve Mountain
States of responsibility for the quality or technical accuracy of the work. Clerk's
approval or acceptance of, or payment for, any of the services shall not be
construed to operate as a waiver of any rights or benefits provided to Clerk under
this Agreement.
10. Default. Each and every term and condition hereof shall be deemed to be a
material element of this Agreement. In the event either party should fail or refuse
to perform according to the terms of this agreement, such party may be declared in
default.
11. Remedies. In the event a party has been declared in default, such defaulting party
shall be allowed a period of ten(10) days within which to cure said default. In the
event the default remains uncorrected, the party declaring default may elect to (a)
terminate the Agreement and seek damages; (b)treat the Agreement as continuing
and require specific performance; or(c) avail itself of any other remedy at law or
equity. If the non-defaulting party commences legal or equitable actions against
the defaulting party, the defaulting party shall be liable to the non-defaulting party
for the non-defaulting party's reasonable attorney fees and costs incurred because
of the default.
12. Entire Agreement/Binding Effect. This writing, together with the exhibits hereto,
constitutes the entire Agreement between the parties and shall be binding upon
said parties, their officers, employees, agents and assigns and shall inure to the
benefit of the respective survivors, heirs, personal representatives, successors and
assigns of said parties.
13. Law/Severability. The laws of the State of Colorado shall govern the
construction, interpretation, execution and enforcement of this Agreement. In the
event any provision of this Agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision of this Agreement.
14. No Waiver of Immunity. 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 .
18. No Third Party Beneficiary Enforcement. 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
Page 3 of 4 Pages
undersigned parties 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.
Signed y the parties the /t day of ,U.C@, , 2003.
ATTEST: All i �/�� �em, •stai% BOARD OF COUNTY COMMISSIONERS
CLERK TO HE BOARD ;d.`\\; I . / 41% OF WELD COUNTY, on behalf of the
`
0 ` WELD COUNTY CLERK AND
r a�i -1 . RECORDER
yr
BY: ._ [ 43.:7,, . 'rS, BY:
Deputy Clerk to the Bo Z j J\ David E. Long, Chairman 0,,;1// 9
MOUNTAIN STATES IMA G, LLC NS By: /iii✓ id
Title: Air
Page 4 of 4 Pages
Aei)3. 33'7/
Hello