HomeMy WebLinkAbout20173756.tiffCbn#rokc,1-
RE: DocuTek Inc. Agreement and SOW
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose C'?'
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
DATE: 11 1 AW;
Brief description of the problem/issue:
The Board approved the award of RFP `B 1700104 DA Digital Solution to Viewing Microfilm' to DocuTek, Inc.
on November 15, 2017, for project 'DA -335 Conversion of Microfilm', in correlation with the Weld Imaging
Solution. This process will convert microfilm cartridges to PDF documents, which will then be uploaded into the
existing imaging system used by the DA. The attached contract with the statement of work has been reviewed by
Frank Haug and is ready for signature.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
Grant authorization for the Chair to sign the contract.
Recommendation:
Weld County IT recommends that the Board grant approval for the Chair to sign the attached contract which will
allow Weld County to proceed with the next phase of the County Imaging System.
Approve
Recommendation
Sean P. Conway
Julie Cozad
Mike Freeman
Barbara Kirkmeyer, Pro -Tern
Steve Moreno, Chair
)01\siukJ .A35uA-Gic
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Schedule
Work Session
Other/Comments:
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0,017 -.516-17
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN WELD COUNTY & DOCUTEK
FOR THE DISTRICT ATTORNEY DIGITIAL VIEWING SOLUTION
THIS AGREEMENT is made and entered into this _ day of January, 2018 by and
between the County of Weld, a body corporate and politic of the State of Colorado, by and through
its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631
hereinafter referred to as "County," and DocuTek, Inc. a corporation, whose address is 5805 West
6th Avenue, Unit 1B, Lakewood, CO 80214 hereinafter referred to as "Contract Professional".
WHEREAS, County desires to retain Contract Professional as an independent Contract
Professional to perform services as more particularly set forth below; and
WHEREAS, Contract Professional has the ability, qualifications, and time available to
timely perform the services, and is willing to perform the services according to the terms of this
Agreement.
WHEREAS, Contract Professional is authorized to do business in the State of Colorado
and has the time, skill, expertise, and experience necessary to provide the services as set forth
below;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this document
and in Exhibit 'A' as the Statement of Work and Exhibit 'B', of which forms an integral part of
this Agreement. Exhibit 'A' and 'B' are specifically incorporated herein by this reference. County
and Contract Professional acknowledge and agree that this Agreement, including specifically
Exhibit 'A' and 'B', define the performance obligations of Contract Professional and Contract
Professional's willingness and ability to meet those requirements.
Exhibit 'A' consists of County's Request for Proposal (RFP) as set forth in "Proposal
Package No. B1700104". The RFP contains all of the specific requirements of County.
Exhibit `B' consists of the Federal Bureau of Investigation Criminal Justice Information
Services Security Addendum including Legal Authority and Purpose and Genesis of the Security
Addendum. Exhibit `B' requires certification signatures that must be filed with the County IT
Security Manager to meet CJIS requirements.
2. Service or Work. Contract Professional agrees to procure the materials, equipment and/or
products necessary for the project and agrees to diligently provide all services, labor, personnel
and materials necessary to perform and complete the project described in Exhibit 'A' which is
attached hereto and incorporated herein by reference. Contract Professional shall faithfully
perform the work in accordance with the standards of professional care, skill, training, diligence
and judgment provided by highly competent Contract Professionals performing services of a
similar nature to those described in this Agreement. Contract Professional shall further be
responsible for the timely completion, and acknowledges that a failure to comply with the
standards and requirements of Exhibit 'A' within the time limits prescribed by County may result
in County's decision to withhold payment or to terminate this Agreement.
3. Term. The term of this Agreement begins upon the date of the execution of this
Agreement by County, and shall continue through and until Contract Professional's completion
of the responsibilities described in Exhibit 'A'. Both of the parties to this Agreement understand
and agree that the laws of the State of Colorado prohibit County from entering into Agreements
which bind County for periods longer than one year. Therefore, within the thirty (30) days
preceding the anniversary date of this Agreement, County shall notify Contract Professional if it
wishes to renew this Contract.
4. Termination. County has the right to terminate this Agreement, with or without cause on
thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time
without notice upon a material breach of the terms of the Agreement. However, nothing herein
shall be construed as giving Contract Professional the right to provide services under this
Agreement beyond the time when such services become unsatisfactory to the County.
If this Agreement is terminated by County, Contract Professional shall be compensated
for, and such compensation shall be limited to, (1) the sum of the amounts contained in invoices
which it has submitted and which have been approved by the County; (2) the reasonable value to
County of the services which Contract Professional provided prior to the date of the termination
notice, but which had not yet been approved for payment; and (3) the cost of any work which the
County approves in writing which it determines is needed to accomplish an orderly termination
of the work. County shall be entitled to the use of all material generated pursuant to this
Agreement upon termination.
Upon termination, County shall take possession of all materials, equipment, tools and
facilities owned by County which Contract Professional is using, by whatever method it deems
expedient; and, Contract Professional shall deliver to County all drawings, drafts or other
documents it has completed or partially completed under this Agreement, together with all other
items, materials and documents which have been paid for by County, and these items, materials
and documents shall be the property of County. Copies of work product incomplete at the time
of termination shall be marked "DRAFT -INCOMPLETE."
Upon termination of this Agreement by County, Contract Professional shall have no claim
of any kind whatsoever against the County by reason of such termination or by reason of any act
incidental thereto, except for compensation for work satisfactorily performed and/or materials
described herein properly delivered.
5. Extension or Modification. Any amendments or modifications to this agreement shall be in
writing signed by both parties. No additional services or work performed by Contract Professional
shall be the basis for additional compensation unless and until Contract Professional has obtained
written authorization and acknowledgement by County for such additional services. Accordingly,
no claim that the County has been unjustly enriched by any additional services, whether or not
there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation
payable hereunder. In the event that written authorization and acknowledgment by the County for
such additional services is not timely executed and issued in strict accordance with this
Agreement, Contract Professional's rights with respect to such additional services shall be deemed
waived and such failure shall result in non-payment for such additional services or work
performed. In the event the County shall require changes in the scope, character, or complexity
of the work to be performed, and said changes cause an increase or decrease in the time required
or the costs to the Contract Professional for performance, an equitable adjustment in fees and
completion time shall be negotiated between the parties and this Agreement shall be modified
accordingly by a supplemental Agreement. Any claims by the Contract Professional for
adjustment hereunder must be made in writing prior to performance of any work covered in the
anticipated supplemental Agreement. Any change in work made without such prior supplemental
Agreement shall be deemed covered in the compensation and time provisions of this Agreement
6. Compensation/Contract Amount. Upon Contract Professional's successful completion
of the services, and County's acceptance of the same, County agrees to pay an amount no greater
than $17,903.00, which is the bid set forth in Exhibit 'A'. Contract Professional acknowledges no
payment in excess of that amount will be made by County unless a "change order" authorizing
such additional payment has been specifically approved by the Chief Information Officer for
Information Technology, or by formal resolution of the Weld County Board of County
Commissioners, as required pursuant to the Weld County Code. Any other provision of this
Agreement notwithstanding, in no event shall County be liable for payment for services rendered
and expenses incurred by Contract Professional under the terms of this Agreement for any amount
in excess of the sum of the bid amount set forth in Exhibit 'A'. Contactor acknowledges that any
work it performs beyond that specifically authorized by County is performed at Contract
Professional's risk and without authorization under this Agreement. County shall not be liable for
the payment of taxes, late charges or penalties of any nature other than the compensation stated
herein.
If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Contract Professional was improper
because the service for which payment was made did not perform as set forth in this Agreement,
then upon written notice of such determination and request for reimbursement from County,
Contract Professional shall forthwith return such payment(s) to County. Upon termination or
expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be
returned to County.
County will not withhold any taxes from monies paid to the Contract Professional
hereunder and Contract Professional agrees to be solely responsible for the accurate reporting and
payment of any taxes related to payments made pursuant to the terms of this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Contract
Professional in respect of any period after December 31 of any year, without an appropriation
therefore by County in accordance with a budget adopted by the Board of County Commissioners
in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government
Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution,
Article X, Sec. 20)
7. Independent Contract Professional. Contract Professional agrees that it is an independent
Contract Professional and that Contract Professional's officers, agents or employees will not
become employees of County, nor entitled to any employee benefits from County as a result of
the execution of this Agreement. Contract Professional shall perform its duties hereunder as an
independent Contract Professional. Contract Professional shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Contract
Professional, its employees and agents are not entitled to unemployment insurance or workers'
compensation benefits through County and County shall not pay for or otherwise provide such
coverage for Contract Professional or any of its agents or employees. Unemployment insurance
benefits will be available to Contract Professional and its employees and agents only if such
coverage is made available by Contract Professional or a third party. Contract Professional shall
pay when due all applicable employment taxes and income taxes and local head taxes (if
applicable) incurred pursuant to this Agreement. Contract Professional shall not have
authorization, express or implied, to bind County to any agreement, liability or understanding,
except as expressly set forth in this Agreement. Contract Professional shall have the following
responsibilities with regard to workers' compensation and unemployment compensation
insurance matters: (a) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law (and as set forth in Exhibit 'A' provide
proof thereof when requested to do so by County.
8. Subcontractors. Contract Professional acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of Contract Professional.
Contract Professional shall not enter into any subcontractor agreements for the completion of
this project
9. Ownership. All work and information obtained by Contract Professional under this
Agreement or individual work order shall become or remain (as applicable), the property of
County. In addition, all reports, documents, data, plans, drawings, records and computer files
generated by Contract Professional in relation to this Agreement and all reports, test results and
all other tangible materials obtained and/or produced in connection with the performance of this
Agreement, whether or not such materials are in completed form, shall at all times be considered
the property of the County. Contract Professional shall not make use of such material for purposes
other than in connection with this Agreement without prior written approval of County.
10. Confidentiality. Contract Professional agrees to keep confidential all of County's
confidential information and meets all CJIS compliance requirements. Contract Professional
agrees that employees submit a background check and sign a non -disclosure agreement as a
term of employment and maintain CJIS training and certification per Exhibit 'B'. Contract
Professional agrees not to sell, assign, distribute, or disclose any such confidential information
to any other person or entity without seeking written permission from the County.
11. Warranty. Contract Professional warrants that the services performed under this Agreement
will be performed in a manner consistent with the professional standards governing such services
and the provisions of this Agreement. Contract Professional further represents and warrants that
all services shall be performed by qualified personnel in a professional and workmanlike manner,
consistent with industry standards, and that all services will conform to applicable specifications.
12. Acceptance of Services Not a Waiver. Upon completion of the work, Contract Professional
shall submit to County originals of all test results, reports, etc., generated during completion of
this work. Acceptance by County of reports and incidental material(s) furnished under this
Agreement shall not in any way relieve Contract Professional of responsibility for the quality and
accuracy of the project. In no event shall any action by County hereunder constitute or be
construed to be a waiver by County of any breach of this Agreement or default which may then
exist on the part of Contract Professional, and County's action or inaction when any such breach
or default shall exist shall not impair or prejudice any right or remedy available to County with
respect to such breach or default. No assent, expressed or implied, to any breach of any one or
more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a
waiver of any other breach. Acceptance by the County of, or payment for, the services completed
under this Agreement shall not be construed as a waiver of any of the County's rights under this
Agreement or under the law generally.
13. Insurance and Indemnification. Contract Professional must secure, at or before the time
of execution of any agreement or commencement of any work, the following insurance
covering all operations, goods or services provided pursuant to this request. Contract Professional
shall keep the required Workers Compensation insurance, as required by state statute, Employer's
Liability Insurance covering all Contract Professional's employees and Commercial General
Liability Insurance coverage in force at all times during the term of the Agreement, or any
extension thereof, and during any warranty period. The insurance coverages specified in this
Agreement are the minimum requirements, and these requirements do not decrease or limit the
liability of Contract Professional. The County in no way warrants that the minimum limits
contained herein are sufficient to protect Contract Professional from liabilities that might arise
out of the performance of the work under this contract by Contract Professional, its agents,
representatives, employees, or subcontractors. Contract Professional shall assess its own risks
and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages.
Contract Professional is not relieved of any liability or other obligations assumed or pursuant to
the contract by reason of its failure to obtain or maintain insurance in sufficient amounts,
duration, or types. Contract Professional shall maintain, at its own expense, any additional
kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities
under this Agreement. Contract Professional shall provide proof of insurance to Weld County.
Contract Professional stipulates that it has met the insurance requirements identified
herein. Contract Professional shall be responsible for the professional quality, technical
accuracy, and quantity of all materials and services provided, the timely delivery of said
services, and the coordination of all services rendered by Contract Professional shall, without
additional compensation, promptly remedy and correct any errors, omissions, or other
deficiencies.
INDEMNITY: The Contract Professional shall defend, indemnify and hold harmless County,
its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions,
or willful acts or omissions of Contract Professional, or claims of any type or character arising
out of the work done in fulfillment of the terms of this Contract or on account of any act, claim
or amount arising or recovered under workers' compensation law or arising out of the failure of
the Contract Professional to conform to any statutes, ordinances, regulation, law or court
decree. The Contract Professional shall be fully responsible and liable for any and all injuries or
damage received or sustained by any person, persons, or property on account of its performance
under this Agreement or its failure to comply with the provisions of the Agreement, or on
account of or in consequence of neglect of the Contract Professional in its methods or
procedures; or in its provisions of the materials required herein, or from any claims or amounts
arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or
decree. This paragraph shall survive expiration or termination hereof. It is agreed that the
Contract Professional will be responsible for primary loss investigation, defense and judgment
costs where this contract of indemnity applies. In consideration of the award of this contract,
the Contract Professional agrees to waive all rights of subrogation against the County its
associated and/or affiliated entities, successors, or assigns, its elected officials, trustees,
employees, agents, and volunteers for losses arising from the work performed by the Contract
Professional for the County. A failure to comply with this provision shall result in County's
right to immediately terminate this Agreement.
Types of Insurance: The Contract Professional shall obtain, and maintain at all times
during the term of any Agreement, insurance in the following kinds and amounts:
Workers' Compensation Insurance as required by state statute, and Employer's
Liability Insurance covering all of the Contract Professional's employees acting within
the course and scope of their employment. Policy shall contain a waiver of subrogation
against the County. This requirement shall not apply when a Contract Professional is
exempt under Colorado Workers' Compensation Act., AND when such Contract
Professional executes the appropriate sole proprietor waiver form.
Commercial General Liability Insurance shall include bodily injury, property damage,
and liability assumed under the contract.
$1,000,000 each occurrence;
$1,000,000 general aggregate;
$1,000,000 Personal Advertising injury
14. Non -Assignment. Contract Professional may not assign or transfer this Agreement or any
interest therein or claim thereunder, without the prior written approval of County. Any attempts
by Contract Professional to assign or transfer its rights hereunder without such prior approval by
County shall, at the option of County, automatically terminate this Agreement and all rights of
Contract Professional hereunder. Such consent may be granted or denied at the sole and absolute
discretion of County.
15. Examination of Records. To the extent required by law, the Contractor agrees that any
duly authorized representative of County, including the County Auditor, shall have access to and
the right to examine and audit any books, documents, papers and records of Contractor,
involving all matters and/or transactions related to this Agreement. The Contractor agrees to
maintain these documents for three years from the date of the last payment received.
16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in
delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where
such failure is due to any cause beyond its reasonable control, including but not limited to Acts of
God, fires, strikes, war, flood, earthquakes or Governmental actions.
17. Notices. County may designate, prior to commencement of work, its project representative
("County 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 County Representative. The
County Representative for purposes of this Agreement is hereby identified as, Chief Information
Officer for Information Technology, or his designee. All notices or other communications
(including annual maintenance made by one party to the other concerning the terms and conditions
of this contract shall be deemed delivered under the following circumstances:
(a) personal service by a reputable courier service requiring signature for receipt; or
(b) five (5) days following delivery to the United States Postal Service, postage prepaid
addressed to a party at the address set forth in this contract; or
(c) electronic transmission via email at the address set forth below, where a receipt or
acknowledgment is required by the sending party; or
(d) transmission via facsimile, at the number set forth below, where a receipt or
acknowledgment is required by the sending party.
Either party may change its notice address(es) by written notice to the other.
Notification Information:
DocuTek Inc.
Kenneth M. Voiles
5805 West 6th Avenue, Unit 1B
Lakewood, CO 80214
kenvoiles@edocutek.com
303-722-5200 or 800-216-7807
Fax: 303-722-8567
With copy to:
Jay Hoagland
5805 West 6th Avenue, Unit 1B
Lakewood, CO 80214
jayhoagland@edocutek.com
303-722-5200 or 800-216-7807
Fax: 303-722-8567
County:
Nancy Wonder
Project Manager\Business Process Analyst
Department of Information Technology
1401 North 17th Avenue
Greeley, CO 80631
nwonder@weldgov.com
970-400-2562
Fax: 970-304-6572
18. Compliance with Law. Contract Professional shall strictly comply with all applicable federal
and State laws, rules and regulations in effect or hereafter established, including without
limitation, laws applicable to discrimination and unfair employment practices.
19. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use
other Contract Professionals or persons to perform services of the same or similar nature.
20. Entire Agreement/Modifications. This Agreement including the Exhibit attached hereto
and incorporated herein, contains the entire agreement between the parties with respect to the
subject matter contained in this Agreement. This instrument supersedes all prior negotiations,
representations, and understandings or agreements with respect to the subject matter contained in
this Agreement. This Agreement may be changed or supplemented only by a written instrument
signed by both parties.
21. Fund Availability. Financial obligations of the County payable after the current fiscal year
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. Execution of this Agreement by County does not create an obligation on the part of
County to expend funds not otherwise appropriated in each succeeding year.
22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-
50-507. The signatories to this Agreement aver that to their knowledge, no employee of
Weld County has any personal or beneficial interest whatsoever in the service or property which
is the subject matter of this Agreement. County has no interest and shall not acquire any interest
direct or indirect, that would in any manner or degree interfere with the performance of Contract
Professional's services and Contract Professional shall not employ any person having such known
interests. During the term of this Agreement, Contract Professional shall not engage in any in any
business or personal activities or practices or maintain any relationships which actually conflicts
with or in any way appear to conflict with the full performance of its obligations under this
Agreement. Failure by Contract Professional to ensure compliance with this provision may result,
in County's sole discretion, in immediate termination of this Agreement. No employee of Contract
Professional nor any member of Contract Professional's family shall serve on a County Board,
committee or hold any such position which either by rule, practice or action nominates,
recommends, supervises Contract Professional's operations, or authorizes funding to Contract
Professional.
23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,
or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and
enforced without such provision, to the extent that this Agreement is then capable of execution
within the original intent of the parties.
24. Governmental Immunity. No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections
or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
25. No Third Party Beneficiary. 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.
26. Board of County Commissioners of Weld County Approval. This Agreement shall not
be valid until it has been approved by the Board of County Commissioners of Weld County,
Colorado or its designee.
27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any
provision included or incorporated herein by reference which conflicts with said laws, rules and/or
regulations shall be null and void. In the event of a legal dispute between the parties, Contract
Professional agrees that the Weld County District Court shall have exclusive jurisdiction to
resolve said dispute.
28. Public Contracts for Services C.R.S. §8-17.5-101. Contract Professional certifies, warrants,
and agrees that it does not knowingly employ or contract with an illegal alien who will perform
work under this contract. Contract Professional will confirm the employment eligibility of all
employees who are newly hired for employment in the United States to perform work under this
Agreement, through participation in the E -Verify program or the State of Colorado program
established pursuant to C.R.S. §8-17.5-102(5)(c). Contract Professional shall not use E -Verify
Program or State of Colorado program procedures to undertake pre -employment screening or job
applicants while this Agreement is being performed. Contract Professional shall comply with
reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-
17.5-102(5), by the Colorado Department of Labor and Employment. If Contract Professional
participates in the State of Colorado program, Contract Professional shall, within twenty days
after hiring a new employee to perform work under the contract, affirm that Contract Professional
has examined the legal work status of such employee, retained file copies of the documents, and
not altered or falsified the identification documents for such employees. Contract Professional
shall deliver to County, a written notarized affirmation that it has examined the legal work status
of such employee, and shall comply with all of the other requirements of the State of Colorado
program. If Contract Professional fails to comply with any requirement of this provision or of
C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so
terminated, Contract Professional shall be liable for actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if
Contract Professional receives federal or state funds under the contract, Contract Professional
must confirm that any individual natural person eighteen (18) years of age or older is lawfully
present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for
public benefits provided under the contract. If Contract Professional operates as a sole
proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the
United States or is otherwise lawfully present in the United States pursuant to federal law, (b)
shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and
(c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the
effective date of the contract.
29. Attorney Fees/Legal Costs. In the event of a dispute between County and Contract
Professional, concerning this Agreement, the parties agree that each party shall be responsible for
the payment of attorney fees and/or legal costs incurred by or on its own behalf.
30. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any
extra judicial body or person. Any provision to the contrary in this Agreement or incorporated
herein by reference shall be null and void.
Acknowledgment. County and Contract Professional acknowledge that each has read this
Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this
Agreement, with the attached Exhibit 'A' and `B', is the complete and exclusive statement of
agreement between the parties and supersedes all proposals or prior agreements, oral or written,
and any other communications between the parties relating to the subject matter of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement this /1./
day of January, 2018.
CONTRACT PROFESSIONAL:
DocuTek, Inc
By:
Name: Keeth M. Voiles
Title: President
Date December 21, 2017
WELD COUNTY:
ATTEST:
Weld County Eralf4Noard
BY:
Deputy Clerk to the Board
Je:14.0
BOARD OF COUNTY COMMISSIONERS
D COUNTY, COLO1 ADO
arbara Kirkmeykr, Pro-T/eJN 1 5 2018
PP: • ED AS T! f: TANCE:
fficial or Department Head
c2oi7 375:1
Exhibit A: Statement of Work
Date
Client
Job Name
Customer Contact
DocuTek Contact
December 12, 2017
Weld County Department of Information Technology
District Attorney Digital Microfilm Conversion
Nancy Wonder
I Ken Voiles
Summary
Convert Microfilm images to PDF files, which will be uploaded into the District Attorney's
existing Imaging System, Application Xtender. Microfilm images will be separated and stored
in the Imaging System with the case they are associated with. The images can then be viewed
digitally in the same manner as the DA's Office views other case files.
Project Scope
Meet with Weld Countyto
Review SLA
SLA REVIEW
Revise SLA as necessary
Sampl`r, l�rani�irng
MICROFILM PICKUP
Door to Door via DocuTek company vehicle
Ensure chain of custody
MICROFILM PREPARATION
Check -in micrittflIritcattrIdgesto project
management system
inspect all mitno#tft tattil,dgezanrhr
as necessary
MICROFILM SCANNING
Test each cartridge at beginning. middle and end
for best density and focus settings
ScarlhIndat gt1dpi,praystef
INDEXING & QUALITY CONTROL
Verify image legibility and Verify automatic frame
adjust as necessary detection and adjust if needed
APPLICATIONXTENDER
Export as PDF files to
encrypted VSB Hd
Export index data to
AX supported format
Assist Weld County with AX
integration if necessary
Index by Roll k, Frame # and
Cased
VIRTUAL FILM
Export ribbon fi t
eni.ypted`tigi,
DELIVERY
Return all microfilm
Export database files
Testing and Training
DocuTek Responsibilities
I . Digitized images will be scanned at 300 dpi, in grayscale format to achieve best possible
image legibility and clarity. Scanning will be done using state-of-the-art nextScan
FlexScan 400 production microfilm scanners.
2. Each case shall be indexed by Roll Number, Frame Number and Case Number. Indexing
will be automated via "Match & Merge" technology utilizing data already in Weld
County's Application Xtender system (provided to DocuTek as a delimited text file).
3. An image of each physical microfilm cartridge label shall be included as part of
conversion and attached to the converted files as the last page of each PDF created from
that cartridge.
4. Digitized images will be prepared for importing into Application Xtender.
5. Digitized images and index data will be delivered to Weld County on an encrypted, RAID
enabled, external USB device.
6. Poor quality images will be manually enhanced for the best possible image quality prior
to export as PDFs.
7. Digitized images will be text searchable.
8. Cases can be easily searched by Roll Number, Frame Number and/or Case Number
through Application Xtender.
9. Only CJIS certified employees shall access, handle, view or process any microfilm
cartridges and any data contained on them in any form. DocuTek will maintain a list of
employees authorized to access the microfilm and provide list to Weld County project
manager. All DocuTek employees, regardless of department, have been background
checked and sign a non -disclosure agreement as a requirement of employment.
10. Microfilm cartridges will be physically transported in CJIS compliant manner. Cartridges
will be picked up by a DocuTek authorized employee in a company vehicle and
immediately transported back to Lakewood offices. NO third -party transportation (FedEx
or UPS) will be utilized. "Door to door" transportation by DocuTek will ensure all Weld
County chain of custody requirements are met.
11. Once at secured facility, Weld County microfilm cartridges will be stored in a locked
room accessible only to those employees that hold a current CJIS certification. During the
scanning process, images will reside strictly on a "stand alone" computers and/or
encrypted USB hard drives, with no network or internet capabilities.
12. Digital forms of data originating from the microfilm shall be protected via encryption
both while at rest, as well as in motion, including but not limited to accessing or viewing
the media via the internet.
13. If the digital media is made available to view via the internet, an additional control of
two -factor must be in place in accordance with CJIS Policy specifications.
14. No subcontractors will be utilized for this project.
15. Each microfilm cartridge is tested at the beginning, middle and end of the roll to
determine the best settings for density and image clarity. After scanning, a second image -
by -image review is conducted and individual images will be enhanced as required.
16. DocuTek will provide sample scans for import into Application Xtender via ShareFile.
17. While the microfilm is in DocuTek's possession for scanning, authorized Weld County
personnel can request specific case files (via our 800 number or by email). Requested
files will be scanned and uploaded to a ShareFile within 4 hours of the request.
18. At the end of the project, an authorized employee, of DocuTek will return all 757
microfilm cartridges in a company vehicle. NO third -party transportation (FedEx or UPS)
will be utilized. "Door to door" transportation by DocuTek will ensure all Weld County
chain of custody requirements are met. Images will be delivered on an encrypted, RAID
enabled, external USB hard drive.
19. At the completion of the project, DocuTek shall overwrite at least three times or degauss
any and all of digital media created for the project prior to disposal or release for reuse.
DocuTek will maintain written documentation of the steps taken to destroy electronic
media and ensure the destruction is witnessed or carried out by CJIS certified personnel.
This documentation will be provided to Weld County as proof and affirmation that the
data has been destroyed according to specifications.
County Responsibilities
1. Inventory of microfilm cartridges to be included in this project.
2. List of Weld County personnel authorized to request cases while microfilm cartridges
are in DocuTek's possession for scanning.
3. Specifications of Import File format for importing PDFs into Application Xtender.
4. Data from existing Application Xtender in a delimited file format (including at least the
following fields: Roll Number, Frame Number and Case Number).
5. Setup Sharefile access for sample scans from DocuTek.
Schedule
Conversion of data is scheduled to be completed in 8 weeks. At the start of the project,
DocuTek will pick up all microfilm cartridges securely. We will then pilot at least five
cartridges to be converted, AX input script written, and then sent to Weld County via ShareFile
to be verified. Once this first set of five cartridges are approved for quality and we have
confirmed ability to import files into Application Xtender via AX input script, the SLA can be
finalized. Within six weeks converted images and AX input scripts will be completed by
DocuTek, delivered on an encrypted USB hard drive, and all cartridges returned securely to
Weld County.
Pricing
Total cost of services as described above will be $17,903.00.
Payment terms:
A purchase order will be issued with DocuTek upon final signatures on the contract.
DocuTek will invoice Weld County for half of the total ($8951.50) after scanning is complete
and the remaining ($8951.50) after validation within 60 days and all microfilm cartridges have
been returned. Payment is Net 30.
Overall billing for Net 30, will not exceed the fixed price of $17,903.00.
All invoices must be electronically submitted to billing.it@weldgov.com, with a copy to Nancy
Wonder at nwonder @weldgov.com.
Exhibit B
FEDERAL BUREAU OF INVESTIGATION
CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
Legal Authority for and Purpose and Genesis of the
Security Addendum
Traditionally, law enforcement and other criminal justice agencies have been
responsible for the confidentiality of their information. Accordingly, until mid -1999, the
Code of Federal Regulations Title 28, Part 20, subpart C, and the National Crime Information
Center (NCIC) policy paper approved December 6, 1982, required that the management and
exchange of criminal justice information be performed by a criminal justice agency or, in
certain circumstances, by a noncriminal justice agency under the management control of a
criminal justice agency.
In light of the increasing desire of governmental agencies to contract with private
entities to perform administration of criminal justice functions, the FBI sought and obtained
approval from the United States Department of Justice (DOJ) to permit such privatization of
traditional law enforcement functions under certain controlled circumstances. In the Federal
Register of May 10, 1999, the FBI published a Notice of Proposed Rulemaking, announcing
as follows:
1. Access to CHRI [Criminal History Record Information] and Related
Information, Subject to Appropriate Controls, by a Private Contractor Pursuant
to a Specific Agreement with an Authorized Governmental Agency To Perform
an Administration of Criminal Justice Function (Privatization). Section 534 of
title 28 of the United States Code authorizes the Attorney General to exchange
identification, criminal identification, crime, and other records for the official
use of authorized officials of the federal government, the states, cities, and
penal and other institutions. This statute also provides, however, that such
exchanges are subject to cancellation if dissemination is made outside the
receiving departments or related agencies. Agencies authorized access to CHRI
traditionally have been hesitant to disclose that information, even in
furtherance of authorized criminal justice functions, to anyone other than actual
agency employees lest such disclosure be viewed as unauthorized. In recent
years, however, governmental agencies seeking greater efficiency and
economy have become increasingly interested in obtaining support services for
the administration of criminal justice from the private sector. With the
concurrence of the FBI's Criminal Justice Information Services (CJIS)
Advisory Policy Board, the DOJ has concluded that disclosures to private
persons and entities providing support services for criminal justice agencies
may, when subject to appropriate controls, properly be viewed as permissible
disclosures for purposes of compliance with 28 U.S.C.534.
We are therefore proposing to revise 28 CFR 20.33(a)(7) to provide
express authority for such arrangements. The proposed authority is similar to
the authority that already exists in 28 CFR 20.21(b)(3) for state and local CHRI
systems. Provision of CHRI under this authority would only be permitted
pursuant to a specific agreement with an authorized governmental agency for
the purpose of providing services for the administration of criminal justice. The
agreement would be required to incorporate a security addendum approved by
the Director of the FBI (acting for the Attorney General). The security
addendum would specifically authorize access to CI-IRI, limit the use of the
information to the specific purposes for which it is being provided, ensure the
security and confidentiality of the information consistent with applicable laws
and regulations, provide for sanctions, and contain such other provisions as the
Director of the FBI (acting for the Attorney General) may require. The security
addendum, buttressed by ongoing audit programs of both the FBI and the
sponsoring governmental agency, will provide an appropriate balance between
the benefits of privatization, protection of individual privacy interests, and
preservation of the security of the FBI's CHRI systems.
The FBI will develop a security addendum to be made available to
interested governmental agencies. We anticipate that the security addendum
will include physical and personnel security constraints historically required
by NCIC security practices and other programmatic requirements, together
with personal integrity and electronic security provisions comparable to those
in NCIC User Agreements between the FBI and criminal justice agencies, and
in existing Management Control Agreements between criminal justice agencies
and noncriminal justice governmental entities. The security addendum will
make clear that access to CHRI will be limited to those officers and employees
of the private contractor or its subcontractor who require the information to
properly perform services for the sponsoring governmental agency, and that
the service provider may not access, modify, use, or disseminate such
information for inconsistent or unauthorized purposes.
Consistent with such intent, Title 28 of the Code of Federal Regulations (C.F.R.) was
amended to read:
§ 20.33 Dissemination of criminal history record information.
a) Criminal history record information contained in the Interstate
Identification Index (III) System and the Fingerprint Identification Records
System (FIRS) may be made available:
1) To criminal justice agencies for criminal justice purposes, which
purposes include the screening of employees or applicants for
employment hired by criminal justice agencies.
2) To noncriminal justice governmental agencies performing criminal
justice dispatching functions or data processing/information services
for criminal justice agencies; and
3) To private contractors pursuant to a specific agreement with an agency
identified in paragraphs (a)(1) or (a)(6) of this section and for the
purpose of providing services for the administration of criminal justice
pursuant to that agreement. The agreement must incorporate a security
addendum approved by the Attorney General of the United States,
which shall specifically authorize access to criminal history record
information, limit the use of the information to the purposes for which
it is provided, ensure the security and confidentiality of the information
consistent with these regulations, provide for sanctions, and contain
such other provisions as the Attorney General may require. The power
and authority of the Attorney General hereunder shall be exercised by
the FBI Director (or the Director's designee).
This Security Addendum, appended to and incorporated by reference in a
government -private sector contract entered into for such purpose, is intended to insure that
the benefits of privatization are not attained with any accompanying degradation in the
security of the national system of criminal records accessed by the contracting private party.
This Security Addendum addresses both concerns for personal integrity and electronic
security which have been addressed in previously executed user agreements and management
control agreements.
A government agency may privatize functions traditionally performed by criminal
justice agencies (or noncriminal justice agencies acting under a management control
agreement), subject to the terms of this Security Addendum. If privatized, access by a private
contractor's personnel to NCIC data and other CJIS information is restricted to only that
necessary to perform the privatized tasks consistent with the government agency's function
and the focus of the contract. If privatized the contractor may not access, modify, use or
disseminate such data in any manner not expressly authorized by the government agency in
consultation with the FBI.
FEDERAL BUREAU OF INVESTIGATION
CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
The goal of this document is to augment the CJIS Security Policy to ensure adequate
security is provided for criminal justice systems while (1) under the control or management of
a private entity or (2) connectivity to FBI CJIS Systems has been provided to a private entity
(contractor). Adequate security is defined in Office of Management and Budget Circular A- 130
as "security commensurate with the risk and magnitude of harm resulting from the loss, misuse,
or unauthorized access to or modification of information."
The intent of this Security Addendum is to require that the Contractor maintain a
security program consistent with federal and state laws, regulations, and standards (including
the CJIS Security Policy in effect when the contract is executed), as well as with policies and
standards established by the Criminal Justice Information Services (CJIS) Advisory Policy
Board (APB).
This Security Addendum identifies the duties and responsibilities with respect to the
installation and maintenance of adequate internal controls within the contractual relationship so
that the security and integrity of the FBI's information resources are not compromised. The
security program shall include consideration of personnel security, site security, system
security, and data security, and technical security.
The provisions of this Security Addendum apply to all personnel, systems, networks and
support facilities supporting and/or acting on behalf of the government agency.
1.0 Definitions
1.1 Contracting Government Agency (CGA) - the government agency, whether a Criminal
Justice Agency or a Noncriminal Justice Agency, which enters into an agreement with a private
contractor subject to this Security Addendum.
1.2 Contractor - a private business, organization or individual which has entered into an
agreement for the administration of criminal justice with a Criminal Justice Agency or a
Noncriminal Justice Agency.
2.0 Responsibilities of the Contracting Government Agency.
2.1 The CGA will ensure that each Contractor employee receives a copy of the Security
Addendum and the CJIS Security Policy and executes an acknowledgment of such receipt and
the contents of the Security Addendum. The signed acknowledgments shall remain in the
possession of the CGA and available for audit purposes. The acknowledgement may be signed
by hand or via digital signature (see glossary for definition of digital signature).
3.0 Responsibilities of the Contractor.
3.1 The Contractor will maintain a security program consistent with federal and state laws,
regulations, and standards (including the CJIS Security Policy in effect when the contract is
executed and all subsequent versions), as well as with policies and standards established by the
Criminal Justice Information Services (CJIS) Advisory Policy Board (APB).
4.0 Security Violations.
4.1 The CGA must report security violations to the CJIS Systems Officer (CSO) and the
Director, FBI, along with indications of actions taken by the CGA and Contractor.
4.2 Security violations can justify termination of the appended agreement.
4.3 Upon notification, the FBI reserves the right to:
a. Investigate or decline to investigate any report of unauthorized use;
b. Suspend or terminate access and services, including telecommunications links. The
FBI will provide the CSO with timely written notice of the suspension. Access and
services will be reinstated only after satisfactory assurances have been provided to
the FBI by the CGA and Contractor. Upon termination, the Contractor's records
containing CHRI must be deleted or returned to the CGA.
5.0 Audit
5.1 The FBI is authorized to perform a final audit of the Contractor's systems after
termination of the Security Addendum.
6.0 Scope and Authority
6.1 This Security Addendum does not confer, grant, or authorize any rights, privileges, or
obligations on any persons other than the Contractor, CGA, CJA (where applicable), CSA, and
FBI.
6.2 The following documents are incorporated by reference and made part of this
agreement: (1) the Security Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS
Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20. The parties are also
subject to applicable federal and state laws and regulations.
6.3 The terms set forth in this document do not constitute the sole understanding by and
between the parties hereto; rather they augment the provisions of the CJIS Security Policy to
provide a minimum basis for the security of the system and contained information and it is
understood that there may be terms and conditions of the appended Agreement which impose
more stringent requirements upon the Contractor.
6.4 This Security Addendum may only be modified by the FBI, and may not be modified
by the parties to the appended Agreement without the consent of the FBI.
6.5 All notices and correspondence shall be forwarded by First Class mail to:
Information Security Officer
Criminal Justice Information Services Division, FBI
1000 Custer Hollow Road
Clarksburg, West Virginia 26306
FEDERAL BUREAU OF INVESTIGATION
CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
CERTIFICATION
I hereby certify that I am familiar with the contents of (1) the Security Addendum, including its legal
authority and purpose; (2) the NCIC Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of
Federal Regulations, Part 20, and agree to be bound by their provisions.
I recognize that criminal history record information and related data, by its very nature, is sensitive and
has potential for great harm if misused. I acknowledge that access to criminal history record information and
related data is therefore limited to the purpose(s) for which a government agency has entered into the contract
incorporating this Security Addendum. I understand that misuse of the system by, among other things:
accessing it without authorization; accessing it by exceeding authorization; accessing it for an improper
purpose; using, disseminating or re -disseminating information received as a result of this contract for a purpose
other than that envisioned by the contract, may subject me to administrative and criminal penalties. I understand
that accessing the system for an appropriate purpose and then using, disseminating or re -disseminating the
information received for another purpose other than execution of the contract also constitutes misuse. I further
understand that the occurrence of misuse does not depend upon whether or not I receive additional
compensation for such authorized activity. Such exposure for misuse includes, but is not limited to, suspension
or loss of employment and prosecution for state and federal crimes.
Barbara Kirkmeyer, BOCC Pro—Tem(
Printed Name/Signature ofContractor Employee
Kenneth M. Voiles
JAN 1 5 21,13
Date
12/21/2017
Printed Name/Signature ofContractor Representative Date
DocuTek, Inc. President
Organization and Title of Contractor Representative
ote/7375t
MEMORANDUM
TO: Esther Gesick, Clerk to the Board November 2, 2017
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B1700104
Digital Solution for Viewing Microfilm
BOCC Approval Date: November 15, 2017
RFP responses were received and opened on August 3, 2017 for B1700104 Digital
Solution for Viewing Microfilm. Five (5) responses were received (from four vendors),
with bids ranging from $17,030.00 to $50,725.00. Attached is the bid tabulation for
your information.
Two possible solutions were received for a "digital solution" to view microfilm:
1. Conversion of Microfilm images to PDF files, which will be uploaded into
the District Attorney's existing Imaging System, ApplicationXtender.
Microfilm images can be separated and stored in the Imaging System with the
case they are associated with. The images can then be viewed digitally in
the same manner as the DA's Office views other case files. The DA's Office
prefers this solution.
2. Software Solution: Microfilm images can be converted to a large digital file
which can be viewed digitally by a software application. The software mimics
the current physical Microfilm viewing machines which would require scrolling
through the digital file to find the images associated with a case. The DA's
Office would need to learn new software and pay annual maintenance on the
software licenses.
The Information Technology and District Attorney's staff reviewed all of the RFP
responses. The low bid of $17,030.00 from DocuTek, was for the software solution
"Virtual Film." Virtual Film was disqualified because this software does not support
Weld County's standard versions of database servers and there were no plans to get to
a supported database version.
The next lowest bid is for PDF conversion of the Microfilm images, which came in at
$17,903.00, and was proposed by DocuTek out of Lakewood, CO. This solution meets
the requirements documented in the RFP process. See attached scorecard.
With the above information, I recommend the Board award the B1700104 Digital
Solution for Viewing Microfilm to DocuTek for a total amount of $17,903.00
otl-1-2715
_kia00%
1700104 DA
Solution for Mir
Year 1 Cost of Proposed Solution
Annual Maintenance Cost
Total Bid Amount (5 year cost)
RFP Evaluation Scores
Qualifications:
Financial Viability
References
Industry Experience & Strategy
Support:
Technical Support hours/staff
Work Plan (submitted with RFP)
System Capabilities
Cost:
Initial Cost
Maintenance Cost
$24,224.00
$24,224.00
10
10 V 10
$17,903.00
$17,903.00
10
$14,930.00
6
$34,425.00
$1,500.00
$40,425.00
10
$44,725.00
$1,500.00
$50,725.00
L.17a
t
27
16
.af.ilIMON._
DATE OF BID:
REQUEST FOR:
DEPARTMENT:
BID NO:
PRESENT DATE:
APPROVAL DATE:
WELD COUNTY Dept. of Information Technology
1401 North 17th Avenue, Greeley CO 80631
E-mail: cqessnerco.weld.co.us
Phone: (970) 304-6570, Ext. 2532
Fax: (970) 304-6572
August 3, 2017
Digital Solution for Viewing Microfilm
INFORMATION TECHNOLOGY / District Attorney
#61700104
November 1, 2017
November 15, 2017
Two possible solutions were proposed for a "digital solution" to view microfilm:
1. Conversion of Microfilm images to PDF files, which will be uploaded into the DA's Imaging System,
ApplicationXtender. Microfilm images can be separated and stored in the Imaging System with the
case they are associated with. The images can then be viewed digitally in the same manner as the
DA's Office views other case files.
2. Microfilm images can be converted to a large digital file which can be viewed digitally by a software
application. The software mimics the current physical Microfilm viewing machines which would require
scrolling through the digital file to find the images associated with a case. The DA's Office would need
to learn new software and pay annual maintenance on the software licenses.
1. Conversion of Microfilm Images to PDF files:
Vendor Name
Total Bid
Address
Amount
DocuTek
5805 West 6th Ave, Unit 1B
Lakewood, CO 80214
$17,903.00
MSlmaging
7050 South Yosemite Street
Centennial, CO 80112
$24,224.00
2017-3756
1
i
/
2. Software Solutions:
Vendor Name
Product
Total Bid Amount
Annual Support
Total 5 Year Cost
Address
(includes first year
support)
Contract
DocuTek
5805 West 6th Ave,
Unit 1B
Lakewood, CO
80214
Virtual Film
$14,930.00
$525.00
$17,030.00
* Disqualified *
(product doesn't
support Weld
database
requirements)
$40,425.00
BIS
13900 North
Harvey
Edmond, OK
73013
ReelView
$34,425.00
$1,500.00
BMI Imaging
1115 E. Argues
Avenue
Sunnyvale, CA
94085
Digital Reel
$44,725.00
$1,500.00
$50,725.00
** Bids are being reviewed at this time by dept.**
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