HomeMy WebLinkAbout991148.tiff RESOLUTION
RE: APPROVE PROFESSIONAL SERVICES AGREEMENT AND AUTHORIZE CHAIR TO
SIGN -VISUAL INFORMATION, INC.
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, and Visual
Information, Inc., commencing upon full execution of said agreement, and ending August 31,
1999, 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, and Visual Information, Inc., 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 30th day of June, A.D., 1999.
BOARD OF COUNTY COMMISSIONERS
D COU TY O ORADO
ATTEST: iiigil �
a e K. Hall, Chair
Weld County Clerk to th r-•. v.� =r
4C19r XCUSED
Barbara J. Kirkmeyer, Pro-Tem
Deputy Clerk to the Bo�, / .N,;�i EXCUSED DATE OF SIGNING (AYE)
George E. xter
PP S TO FORM: 7" EL)
M. J. eile�
my Attorney ik% /�
Glenn V-
991148
�jn. : C 4-R 5C II CR0016
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into the day and year set forth below, by and
between the Weld County Clerk and Recorder, by and through the Board of County
Commissioners of Weld County, Colorado, whose address is 915 10th Street, Greeley, CO
80631, hereinafter referred to as "Clerk and Recorder," and Visual Information, Inc., whose
address is 1009 Grant St., Suite 303, Denver, CO 80203, hereinafter referred to as "Visual."
WITNESSETH:
WHEREAS, Clerk and Recorder is in need of professional services for the purpose of
electronically scanning and creating digital images of plat documents currently located at the
offices of Clerk and Recorder, and
WHEREAS, Visual has the expertise and time to perform such electronic scanning and
creation of digital images, and
WHEREAS,the parties hereto desire to enter into this Agreement for the purpose of
defining their respective roles and responsibilities relative to Visual's performance of such tasks.
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Sipe of Services. Visual agrees to provide the professional services of
electronically scanning and creating digital images of plat documents currently
located at the offices of Clerk and Recorder in accordance with the document
entitled "Weld County Clerk and Recorder Plat Scanning Project,"which is
attached hereto and referred to herein as Exhibit"A."
2. Period of Performance. The period of performance for the services to be
performed by Visual pursuant to the terms of this Agreement shall be from the
date of signature hereunder to and until August 31, 1999. Time is of the essence
in this Agreement. Any extensions of the period of performance stated herein
shall be effective only upon agreement in writing by the parties hereto.
3. Early Termination by Clerk and Recorder. Notwithstanding the time periods
contained herein, the Clerk and Recorder may terminate this Agreement at any
time without cause by providing written notice of termination to Visual. Such
notice shall be delivered at least forty-five (45) days prior to the termination date
contained in said notice unless otherwise agreed in writing by the parties. All
notices provided under this Agreement shall be effective when mailed, postage
prepaid and sent to the addresses set forth above.
Page 1 of 4 Pages
In the event of any such early termination by the Clerk and Recorder, Visual shall
be paid for services rendered prior to the date of termination, subject only to the
satisfactory performance of Visual's obligations under this Agreement. Such
payment shall be Visual's sole right and remedy for such termination.
4. Design, Project, Indemnity and Insurance Responsibility. Visual shall be
responsible for the quality, technical accuracy,timely completion and the
coordination of all services rendered by Visual, including, but not limited to,
electronic scanning and the creation of digital images of plat documents currently
located at the offices of Clerk and Recorder, in accordance with Exhibit A, and
shall, without additional compensation, promptly remedy and correct any errors,
omissions, or other deficiencies. Visual 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.
5. Compensation. The consideration of the services to be performed pursuant to this
Agreement are set forth in Exhibit A.
6. Clerk and Recorder Representative. Clerk and Recorder's Representative for this
Agreement shall be Lynn Kramer. In her absence, Clerk and Recorder's
Representative shall be Steve Moreno. Such Representative 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 and Recorder
Representative.
7. Inde:nendent Contractor. The services to be performed by Visual are those of an
independent contractor and not of an employee of Clerk and Recorder. Clerk and
Recorder shall not be responsible for withholding any portion of Visual's
compensation hereunder for the payment of FICA, Workers' Compensation, other
taxes or benefits or for any other purpose. None of the employees of Visual shall
be considered employees of Clerk and Recorder, or eligible for Clerk and
Recorder benefits.
8. Personal Services. It is understood that the Clerk and Recorder enters into this
Agreement based on the special abilities of Visual and that this Agreement shall
be considered as an agreement for personal services. Accordingly, Visual shall
neither assign any responsibilities nor delegate any duties arising under this
Agreement without the prior written consent of Clerk and Recorder.
9. Acceptance Not Waiver. Clerk and Recorder's approval of the services, work or
materials furnished hereunder shall not in any way relieve Visual of responsibility
for the quality or technical accuracy of the work. Clerk and Recorder's approval
Page 2 of 4 Pages
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 and Recorder 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 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
Page 3 of 4 Pages
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.
Signe by the part' s the 9 day of .J u4... , 1999.
ATTEST: V ( WELD COUNTY CLERK AND
lar
CLERK T THE BOARDra E p S RECORDER, BY AND
COUNTY COMMISSIel Or 4N THROUGH THE BOARD OF COUNTY
I , COMMISSIONERS OF WELD COUNTY,
�ev�
,1861 -sty/ COLORADO
BY: lowly)7arr , (n- •+.Li c-L _•. A ' e BY;
Deputy Clerk to the B-ciaabB- /' Dale K. all, Chairm (oui 3°/qO
VISUAL INFORMATION, INC.
0
By:
Titl : tail -
Page 4 of 4 Pages
Weld County Agreement. (Amended) May 24, 1999
Exhibit "A"
Weld County Clerk & Recorder Plat Scanning Project
Purpose:
The purpose of this project is to electronically scan and create a digital image for each plat
document currently stored in the Weld County Clerk and Recorder's Office ("Clerk and Recorder").
It is understood that approximately 1,600 pages of the estimated 10,000 plats pages stored by the
Clerk and Recorder's office have previously been scanned and are, therefore, not subject to being
scanned under this agreement but will be provided for indexing. The digital image of each plat will
be indexed into a digital format at Visual Information, Incorporated's ("Visual") office in Denver and
returned to the Clerk and Recorder's Office on CD-ROM.
Location of Process:
The plat documents will be pulled from their storage by the Visual personnel and then scanned in
the Clerk and Recorder's Office in Greeley, Colorado, utilizing scanning equipment and scanning
operator labor provided by Visual.
Specifications for County:
1. All existing digital files for plat documents previously scanned will be copied to CD-ROM and
delivered to Visual for inclusion within the files to be indexed. All other maps/plats recorded
and scanned since the county's scanning process began will also be provided on CD-ROM.
2. The digital format of the files delivered to Visual Information, Inc., will be CCITT Group 4,
TIFF file format. The reception number will be used as the file name and the page number
will be used as the file extension i.e., B00000000.001.
3. A digital listing of all files previously scanned will be delivered with the image files. This
listing will contain: Reception Number; Date Recorded, Document Type; Number of Pages:
Book and Page (where applicable).
4. The county will provide Visual's personnel access to the plat document storage. (It is not
anticipated that the plat documents will have to be removed from their poster-board
backing.) The completed plat documents will be return to storage at the end of each
business day by Visual's personnel. (A small number of plats may have to be captured via
an alternative process due to the delicate nature of the original documents.)
Specifications for Visual Information, Inc.:
1. It is anticipated that the scanning of the documents at the Clerk and Recorder's office will
be completed within forty-five (45) working days of the signing of this Agreement.
2. Visual will install, operate and maintain a large-format digital scanner and associated
Page A-1
computer equipment at the office of the Clerk and Recorder for the duration of the project.
For the time during which the scanner and associated computer equipment is located at the
Clerk and Recorder's office, Visual shall be entirely responsible for the safekeeping of and
insurance for such equipment.
3. Visual's personnel assigned to the project will abide by all instructions from the Clerk and
Recorder's office regarding: hours of work, use of equipment, access to files, confidentiality
of information and any other reasonable requirements for the duration of the project.
4. Visual's personnel will remove the plat documents from storage at the rate of approximately
400 individual plat documents each work day. This will involve removal of the documents
from storage cabinets and from their individual plastic covers. Visual's personnel will also
be responsible for the returning of the plats to the storage cabinets after scanning, which
shall in no event be more than one day after scanning.
5. A digital listing of each plat with an index listing containing: Reception Number; Date
Recorded; Subdivision Name; Document Type; Book and Page (where applicable) will be
provided to the County with the digital plat files that have been scanned.
Compensation:
1. The sole compensation for the Clerk and Recorder's will be a digital copy of all plat
documents and an index database for these plat documents delivered by Visual.
2. The sole compensation for Visual will be a copy of each of the digital files created by Visual,
and a copy of all digital files that have been previously scanned and are now kept by the
Clerk and Recorder for the period from August 1, 1994, to and until August 31, 1999.
M WPFILeswaaeECLenuu WPD
Page A-2
Hello