HomeMy WebLinkAbout20002498.tiff PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into the day and year set forth below, by t.nd
between the Weld County Treasurer, 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 MississiJpi
Avenue, C-3, Denver, CO 80223, hereinafter referred to as "DocuTek."
WITNESSETH:
WHEREAS, County is in need of professional services for the purpose of an-angtng for
the purchase and installation of certain computer hardware and software, and
WHEREAS, DocuTek has the expertise and time to perform such purchasing, delivery,
and installation of such hardware and software, and
WHEREAS, the parties hereto desire to enter into this Agreement for the purpose_ of
defining their respective roles and responsibilities relative to DocuTek's performance of such
tasks.
NOW, THEREFORE, in consideration of the mutual covenants and obligations here in
expressed, it is agreed by and between the parties hereto as follows:
1. Scope of Services. DocuTek agrees to provide the professional services of
purchasing, delivery, and installation of the hardware and software for digital
scanning, all in accordance with the document entitled, "Electronic Document
Management System and Document Microfilming Services Project Agreement
Revised September 22, 2000," which .s attached hereto and referred to herd r to
Exhibit "A."
2. Period of Performance. The period for performance of the services to 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 by
providing written notice of termination to DocuTek. Such notice shall be
delivered at least fifteen (15) days prior to the termination date contained in said
notice unless otherwise agreed in writing by the parties. All notices provide]
under this 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
County, DocuTek shall be paid for services rendered and for any hardware or
software received by County prior to the date of termination, subject only to the
Page 1 of 4 Pages
Ci 2000-2498
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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 he
responsible for the quality, technical accuracy, timely completion and the
coordination of all services rendered by DocuTek, including, but not limited to,
arranging for the purchase, delivery, and installation of the hardware and so twar
detailed in Exhibit A, and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies. DocuTek shall
indemnify, save and hold harmless the County, its officers and employees it
accordance with Colorado law, from all damages whatsoever claimed by thi-d
parties against the County, and for the County's costs and reasonable attornucs
fees, arising directly or indirectly out of DocuTek's performance of any of the
services furnished under this Agreement. DocuTek shall maintain commercial
general liability insurance in the amount of$500,000 combined single limit, anc
errors and omissions insurance in the amount of$500,000.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, County agrees to pay DocuTek for the computer hardware and
software 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 by DocuTek shall become the sole propclty 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 request; 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 .-tot he
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. [t is understood that the County enters into this Agreement
based on the special abilities of DocuTek and that this Agreement shall be
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.
Page 2 of 4 Pages
9. Acceptance Not Waiver. County's approval of software, hardware, and incidental
work or materials furnished hereunder shall not in any way relieve Docu"fek 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 pan.
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 n (a)
terminate the Agreement and seek damages; (b) treat the Agreement as cent nuin
and require specific performance; or(c) avail itself of any other remedy at Itw 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-defaultins part/
for the non-defaulting party's reasonable attorney fees and costs incurred be/au f
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 ant
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. n tat
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 .�
duty of care which did not previously exist with respect to any person not a >art v
to this Agreement.
15. No Third Party Beneficiary Enforcement. It is expressly understood and agi eec,
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
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 shai 1 hr
an incidental beneficiary only.
Signed by the parties the_ to day of october , 2000.
ATTEST: CHE WELD COUNTY TREASURER.
CLERK TO THE BOARD OF BY AND THROUGH THE
COUNTY CON.Iv1I IONf RS.. BOARD OF COUNTY COMMISSIONER
ALQ
' / q� / 7� ,j 11 �% =. , OF WELD COUNTY, COLORADO
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BY: ��1 v ,,= -
Deputy Clerk to t ard„ -s /MI Fc arbara T. Kirkme,fer, Chai
,;L ' '1 1...„;>''<' DOCUTEK, INC.
By:
Ka, . () e..-6.--, --
Title: 66riereAC— 4A-"A-E'bt
Page 4 of 4 Pages
Electronic Document Management System
And Document Microfilming Services
Project Agreement
September,22 2000
Prepared For:
Weld County Treasurer's Office
Prepared By: Ken Voiles
DocuTek, Inc.
I. Canon CD 4050 Digital Document Recorder System Installation
A. System Components And Pricing
Upon receipt of a purchase order issued by Weld County, DocuTek will order and in4t.l
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 (Oct 22. 2000).
Canon CD 4050 Digital Document Recorder $7,650.00
Endorser Unit ED 500 w/Die Drum S 920.00
Ink Roller for Endorser Unit 5 74.00
Frieght, Installation and Operator Training* $ 600.00
*Covers five (5) users and 3.5 hours training. If additional training is required, the cost
for Professional Services is $100.00 per hour.
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, annual
Maintenance Agreement(M.A.) through DocuTek includes two (2) sha 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 for
the annual M.A.s are as follows. For additional M.A. terms and conditions,please see
"Addendum A".
One Year Three Years
Canon CD 4050 Scanner* $1,225.00 $3,307.50
*Price includes MA coverage of Endorser Unit
Invoicing for the CD 4050 Digital Document Recorder System will be done upon completion
/sitallation. Terms are Net 30 days.
EA-
4oun4DocuTek, Inc.ty
1 EXHIBIT "s"
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