HomeMy WebLinkAbout20002497.tiff PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into the day and year set forth be':ow, by and
between the Weld County Assessor, by and through the Board of County Commissioners of
County of Weld, Colorado, whose address is 915 10th Street, Greeley, Colorado 80631,
hereinafter referred to as "County," and DocuTek, Inc., whose address is 700 West Mississippi
Avenue, C-3, Denver, CO 80223, hereinafter referred to as "DocuTek."
WITNESSETH:
WHEREAS, County is in need of professional services for the purpose of scanning
documents currently in the files of County and for the purpose of arranging for the purchase and
ins':allation of certain computer hardware and software, and
WHEREAS, DocuTek has the expertise and time to perform such scanning and the
purchasing, delivery, and installation of such hardware and software, and
WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of
detining their respective roles and responsibilities relative to DocuTek's performance of such
tascs.
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. DocuTek agrees to provide the professional services of
scanning documents currently in the files of County and the purchasing, deliver:.
and installation of the hardware and software for digital scanning, all in
accordance with the document entitled, "Electronic Document Management
System and Document Scanning Services Project Agreement Revised August 2').
2000," which is attached hereto and referred to herein as Exhibit "A."
2. Period of Performance. The period for performance of the services :o be
performed by DocuTek pursuant to the terms of this Agreement shall be that
stated and agreed to in Exhibit A.
3. Early Termination by County. Notwithstanding the time periods contained
herein, the County may terminate this Agreement at any time without cause oy
providing written notice of termination to DocuTek. Such notice shall he
delivered at least fifteen (15) days prior to the termination date contained in ;aid
notice unless otherwise agreed in writing by the parties. All notices provided
under this Agreement shall be effective when mailed, postage prepaid and sent lo
the addresses set forth above. In the event of any such early termination by he
County, DocuTek shall he paid for services rendered and for any hardware or
Page 1 of 4 Pages
Conti Cl 1LU .
- t L ',ribbed-) 2000-2497
software received by County prior to the date of termination, subject only to the
satisfactory performance of DocuTek's obligations under this Agreement. Such
payment shall be DocuTek's sole right and remedy for such termination.
4. Design. Project, Indemnity and Insurance Responsibility. DocuTek shall be
responsible for the quality, technical accuracy, timely completion and the
coordination of all services rendered by DocuTek, including, but not limited to,
scanning documents currently in the files of the County and arranging for the
purchase, delivery, and installation of the hardware and software detai leo in
Exhibit A, and shall, without additional compensation, promptly remedy and
correct any errors, omissions, or other deficiencies. DocuTek shall indemnity,
save and hold harmless the County, its officers and employees in accordan re w tli
Colorado law, from all damages whatsoever claimed by third parties a,ga:nst the
County, and for the County's costs and reasonable attorneys fees, arising direct y
or indirectly out of DocuTek's performance of any of the services furnished undk r
this Agreement. DocuTek shall maintain commercial general liability insuruto:
in the amount of$500,000 combined single limits, and errors and omissions
insurance in the amount of$500,000. DocuTek acknowledges and agrees .hat it is
solely responsible for the safekeeping of all County documents taken into its
custody and control in accordance with the terms of Exhibit A.
5. Compensation. In consideration of the services to be performed pursuant to thi;
Agreement, County agrees to pay DocuTek for the computer hardware and
software, and for the scanning in accordance with the price lists contained in
Exhibit A. Upon final payment, all purchased software, hardware, and other items
or documents produced by the services rendered be DocuTek shall become the
sole property of County.
6. County Representative. County 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 County Representative.
7. Independent Contractor. The services to be performed by DocuTek are those of
an independent contractor and not of an employee of County. County shall not be
responsible for withholding any portion of DocuTek's compensation hereunder
for the payment of FICA, Workers' Compensation, other taxes or benefits or for
any other purpose. None of the employees of DocuTek shall be considered
employees of County, or eligible for County benefits.
8. Personal Services. It is understood that the County enters into this Agreement
based on the special abilities of DocuTek and that this Agreement shall be
Page 2 of 4 Pages
considered as an agreement for personal services. Accordingly, DocuTek shall
neither assign any responsibilities nor delegate any duties arising under this
Agreement without the prior written consent of County.
9. Acceptance Not Waiver. County's approval of software, hardware, and incidental
work or materials furnished hereunder shall not in any way relieve DocuTek of
responsibility for the quality or technical accuracy of the work. County'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 County
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 part_:
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 cortinuing
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 part v
for the non-defaulting party's reasonable attorney fees and costs incurred hecausc
of the default.
12. Entire Agreement/Bindine 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.
Page 3 of 4 Pages
15. 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 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.
the y Signed parties the I O day of October . 2000.
Signed alii ‘i ATTEST: - THE WELD COUNTY ASSESSOR,
CLERK TO THE BOA D Of 1,..:. 1, �� BY AND THROUGH THE
COUNTY COMMISSIONER �---,fJ- r BOARD OF COUNTY COMMISS1ONER'
(� ,,'�
,,t y f, , , ,�V ' ,,„ WELD COUNTY, COLORADO
-, `�� " � g�.7
Deputy Clerk to the Board ---H , , arbara J Kirkme, er, Chai
DOCUTEK, INC.
By: /64--a-1-, . 64;:e.--,
Title: G2 etzM M.4-" 61-
Page 4 of 4 Pages
Electronic Document Management System
And Document Scanning Services
Project Agreement
Revised August 29.2000
Prepared For:
Weld County Assessor's Office
Prepared By: Ken Voiles
DocuTek, Inc.
1. Electronic Document Management System Installation
IA. System Components And Pricing
Upon receipt of a purchase order issued by Weld County, DocuTek will order and instal.
the following items and perform the following services at the noted prices. All prices quoted in
this agreement are fixed for thirty (30) days from the date of this agreement (Sept 29, 2000).
Canon DR-3020 Document Scanner $4,200.00
Canofile For Windows Software(10 user License) $8,200.00
Professional Services (Software Installation,
Application Setup, and User Training)* $2,460.00
Hardware Installation and Operator Training $ 400.00
*Covers ten (10) users and 7 hours training. If additional training is required,the cost for
Professional Services is $100.00 per hour.
Weld County will provide a PC configured as described in 'Addendum A".
IB. Warranty and Annual Maintenance Agreement Specifications and Pricing
Canon warrants its equipment to be free from defects in workmanship and material for
ninety (90) days following installation. This covers hardware and software. Thereafter, an annual
Maintenance Agreement(M.A.) through DocuTek includes two (2) scheduled preventative
maintenance visits per year and covers all parts and labor for any additional M.A. calls. Software
maintenance includes phone support, onsite support and upgrades within version. The pricing nor
the annual M.A.s are as follows. For additional M.A. terrr.s and conditions, please see
"Addendum B".
One Year Three Years
Canon DR-3020 Scanner $654.00 $1,762.00
CFW Software (10 User) $2,900.00 $7,830.00
1 EXHIB=.T "'A'•
2. Document Scanning Services
2A. Project Pricing & Billing
Product/Service Unit Unit Price
Document Preparation Hour $14.50
Document Scanning* Image 50.025
Document Indexing Index Field $0.055
CD Duplication CD $25.00
Pick-Up & Delivery** Rnd Trip $50.00
*Price Includes Original CD (CFW v. 2.05 Format)
**Roughly 100,000 documents per round trip.
2B. Project Schedule
Project will be completed and all CDs and original documents will be delivered on or
befotc 200,1, ach pick-up will consist of roughly 100,000 pages or 50 boxes. A schedule
for the pick-up andaelivery of documents and CDs will be arranged at a latter date.
2C. Scope of Services
Weld County will provided all original documents in standard bankers boxes in good
condition, with lids, properly labeled and a manifest of all documents picked up.
DocuTek will pick-up all original documents, prepare all doc aments for scanning
(removal of staples, etc.) if necessary; scan all documents using rotary document scanners at 200
dots per inch in a standard Group IV Tiff image format: index all documents according to
guidelines agreed upon following sample scanning (see following paragraph); quality control
check all images and indexes both at the time of scanning and prior to CD mastering; master
original and duplicate CDs in a CFW v. 2.05 format; and deliver CDs and original documents.
Document preparation, scanning, indexing, quality control inspectior., and CD mastering will be
done at DocuTek's facilities. To insure the confidentiality of documents at our facility for
conversion, every employee of DocuTek must sign a non-disclosure agreement as a conditior of
employment (please see "Addendum C").
All provisions in this agreement are subject to change following the completion of th_
scanning and indexing of at least 100 MB of sample documents and the subsequent inspection o
il
the CDs by Weld County to insure all processes meet the specific archival and retrieval
requirements of Weld County.
Invoicing for the document conversion services will be done on a per CD shipment basis.
Invoicing for the Electronic Document Management System will be done upon completion
of installation. Terms are Net 30 days.
6/70:
to )JocuTek, Inc. Date eld County
2
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SP Doc uTek ADDENDUM A
Inc.
Pre-Installation
PC Configuration Checklist
Thank you for choosing at imaging solution from DocuTek for your document management needs. The following
checklist is designed to ensure optimal performance from your new imaging system, as well as a smooth and
efficient installation. Please take a moment to examine the hardware on which we will be installing your system.
Note any discrepancies with the specifications listed below. After receipt of this form, a member of our technical
staff will be in contact to schedule installation and make any appropriate recommendations.
1. SCANNING,RETRIEVAL & ARCHIVING WORKSTATIONS
- Item Yes or No Comments
Windows 95, 98,NT,2000
. Pentium Processor _,_, _-
. 3.5 GB BIDE Hard Drive
_ _�
650 MB Partition (for CD Mastering)*
64 MB EDO RAM (32MB minimum)
Installed Adaptec 2940 card ---
Network interface'"*
Back-up capability — -- -----
Print capability
17" SVGA Monitor _ _�-.-
Windows compliant modem(Fax &E-mail)*
Dedicated imaging workstation
If applicable to system configuration.
"For network applications only. Conthctourtcchlllcli staff for server pctfkfion.
2. RETRIEVAL WORKSTATIONS
Item Yes or No Comments — 1
Windows 95, 98,NT,2000
Pentium Processor ----._ ___
3.5 GB EIDE Hard Drive
64 MB EDO RAM (32MB minimum)
Network interface
Print capability
17"SVGA Monitor
Windows compliant modem (Fax& E-mail) _
r
Canafila simplify ,ta . na r •
FoR WINDOWSe Africk E
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DocuTek, Inc-
Maintenance Agreement 700 VV.Mississippi, C-3 Denver, CO 80223
._, 303-722-5200 (Tele.) 303-72?-x567 (Fax)
Customer Number:
Bill To Address - Installation Address _+
Customer: ' Customer:
Address: Address:
Address: Address:
-
tity/St/Zip: City/St/Zip:
-
Contact: Contact: — -
Phone/Fax: Phone/Fax:
Terms and conditions applicable to DocuTek,Inc.Maintenance Agreement
I]ocuTek,Inc.(Contractor)agrees to provide,and customer agrees to accept maintenance service on the equipment listed herein,at the ann Oat merges
Shown in the equipment description section of this agreemen:(0 3),in accordance with the following tons and conditions.
1.COMMENCEMENT DATE: For thin agreement,the commencement date is: — at 8 Or)a.m..
2.EXPIRATION DATE:This Agreement will continue for a term of mouths and shall expire on _ .--.
at 5:00 p.m..Thereafter,this Agreement will remain in force until terminated by either party within(90)ninety days of its normal ex piratur.
3.EQUIPMENT DESCRIPTION:
EEquiptnent Description/Model - - Serlal Number • Annual Charge
$
— -- $ I
: .
$
— - _ Total.= $ •
Equipment Accepted Under Contact Without Repair. Repairs on the Attached Schedule Were Required
NOTE: Drums and any other consumable accessories are considered a supply item and they are not therefore covered under the le;ins of
this agreement. Most drums are warranted for a minimum number of copies and the cost is prorated by the manufacturer
Please see reverse side of this document for important additional terms and conditions
Customer Acceptance DocuTek, Inc. Acceptance
By: By:
— -- — — — —
Signature:
Signature:
Title: Title:
Date: P.O. #: Date: invoice #:
ADDENDUM F O kit-Ii
Kodak Canon Authorized
Itear.11cr
ADDENDUQ B
Terms and Conditions Applicable to DocuTek,line.Maintenance Agreement(continued)
4.MAINTENANCE SERVICE: The Contractor agrees to provide maintenance service available Monday
through Friday, from 9:00 a.m. to 4:70 p.m.,keeping the equipment in good working order while operates
in accordance with the Contractor's published specifications while the cqu:pmcnt is located within the
Contractor's area of responsibility.
•l he maintenance provided is based on the specific performance standard needs of individual
products as determined by the Contractor.These needs include preventative maintenance—two(2)
scheduled visits per year during a reported service call or at the discretion of the Contractor's Service
Manager. On-call preventative maintenance will be provided and will include adjustments,lubrications and
replacement of parts deemed necessary by the Contractor,
5.USAGE: If the Customer's equipment usage exceeds the manufachuer'r recommended maximum:
volume per yeat, this contract expires.
6. CHARGES:All service calls made on equipment not under maintenance contract shall he invoiced
immediately at prevailing rates,
•
7.EXCLUSIONS: Maintenance service is contingent upon the proper use of all equipment and does not
include repairs or increases in service time(Cr the following:
a) Any technical service work external to the equipment,or the maintenance of accessories,
attachments or other devices not furnished by the Contractor.
b) Service caused'ay supply items that are not manufacturer appi oved,
c) Repair of damage,or increase in service time resulting from accident,transportation,neglect,
theft, fire or water damage,misuse(other than ordinary use), failure of electrical power,air
conditioning or humidity control, and performing services connected with relocation of
equipment,and adding or removing accessories,attachments or other devices.
d) Such service which is impractical for the Contractor representatives to render because of
alterations in the equipment or their connection by mechanica or electrical means to another
machine or device.
e) Equipmenr located in an unsuitable place of installation or an msafe or hazardous
environment, as determined by the Contractor
f) Normal operator functions as described in the operator's manuals.
g) Problems relating to or caused by software which was not supplied by the contractor.
h) Problems relating to or caused by operating environment, incl tiding electrical power,heating,
air conditioning,and humidity controls which arc not within the Contractors specifications.
i) Any consumable supply items, including,but not limited to: glass parts,bulbs,toner,and
photosensitive drums where applicable.
8.ACCESS TO EQUIPMENT:The Contractor shall have full and free access to the equipment to provide
service thereon.
9.MODIFICATIONS: Maintenance performed by the Customer or by third parties could be the basis of
voiding any existing warranties.
10,LIMITATION or, LIABILITY:The Contractor's liability to the Customer for damages, from any
cause whatsoever, and regardless of the form of action,whether in contract or in tort, including negligence
or any other form of action, shall be limited to no more than twelve(12)months maintenance charges for
the specific machines under this maintenance agreement that caused the damages or that are subject matter
or related to the cause of action.
This Agreement shall constitute the entire Agreement between the parties and cannot he
modified except in writing,signed and accepted by both parties.
ADDENDUM C
NONDISCLOSURE AGREEMENT
'I"his is a legal agreement between _("You"or"Your")and DocuTek,
Incorporated("DocuTek"),a Colorado coro7oration.Both of Us CAW,""Us"or"Our")agree to enter into:hi!.
Agreement on the date that DocuTek executes it at its headquarters:n Denver,Coiorado.
•
In order to to induce DocuTek to retainYou as an employee to provide certain services,and for other good and
valuable consideration, You have agreed to the following:
1. You will treat all DocuTek data,material or other informat,on("DocuTek information")and all DocuTek
Client data,material or other information("Client Information")which is furnished to You by DocuTek as
confidential and proprietary.You will not use or disclose any DocuTek Information or Client Information.DocuTek-
Information and Client Information includes, but is not limited to, information concerning this Agreement,the
business,clients,potential clients,personnel,and technical or financial information as well as all notes,analyses,
compilations,interpretations,or other documents prepared or used by You that contain,reflect or are based upon:
any information provided to you by DocuTek or its Clients.
DocuTek Information and Client Information,however,will not include any information which was:
(A)already in Your possession
(B)independently developed by You without reference to a DocuTek project
(C)publicly disclosed by DocuTek or its Clients,or
(D)rightfully receieved by You from a third party without an obligation of non-disclosure.
2. You will not use the name or mark"DocuTek"or that of any of DocuTek's Clients or make representations
regarding DocuTek or any of its Clients,without the written consent of DocuTek and its Clients.
If You violate or threaten to violate this Agreement,DocuTek may specifically enforce it through,
including but not limited to,a writ of injunction or temporary restraining order and DocuTek may also pursue ar y
other remedies such as set-off against any payment owed or recovery of damages.You will also pay of all of the
costs, expenses, and attorney fees incurred by DocuTek in enforcing its rights and remedies under this Agreement
regardless of whether a lawsuit is filed.
4. Docti fek's failure to insist upon strict compliance with any of the provision;s of this Agreement shall nt't be
construed as a waiver of any of DocuTek's rights or privileges.If any provision of this Agreement is determined to
be unenforceable as written but would be enforceable if limited,it shall be deemed to be so limited so as to be
enforceable to the fullest extent permitted by law.
By signing below we agree to the terms and conditions of the follow_g and warrant and represent that we have the
proper authority to bind ourselves under any applicable laws.
DocuTek Incorporated
Employee Namc(Printed)
_Signature Authorized Signature
Po sition/Department Title
Dat:c' --- -- Date:
DocuTek
Inc. -
700 West Mississippi Ave.,C-3 Denver,Colorado 80223 303-722-5200 FAX 303-722-8567
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