HomeMy WebLinkAbout20181361.tiffBOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
RE: Mountain State Imaging (MSI), LLC DATE: June 28, 2018
DEPARTMENT: Information Technology
PERSON Ryan
REQUESTING: an Rose q.
Q
Brief description of the problem/issue:
The Board approved the award of RFB B 18000710 Historical Document Scanning -Property Research, for project
PL -382, in correlation with the Weld Imaging Solution. This bid is for back -scanning the Property Research files
into our County -wide Imaging System. The attached contract with the statement of work has been reviewed by
Bob Choate 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 begin the back -scanning of the Property Research files.
Approve
Recommendation
Sean P. Conway
Julie Cozad.
Mike Freeman
Barbara Kirlaneyer, Pro -Tern
Steve Moreno, Chair
by\s-vio- IN8gyao
Schedule
Work Session
Other/Comments:
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WELD COUNTY AGREEMENT FOR SERVICES
BETWEEN WELD COUNTY & MOUNTAIN STATES IMAGING, LLC
PLANNING HISTORICAL DOCUMENT SCANNING -PROPERTY RESEARCH
04.
THIS AGREEMENT is made and entered into this %� day of July, 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 1 150 "O" Street, Greeley, Colorado 80631
hereinafter referred to as "County," and Mountain States Imaging (MSI), LLC, hereinafter referred
to as "Contractor".
WHEREAS, County requires an independent contractor to perform the services required
by County and set forth in Exhibits A and B; and
WHEREAS, Contractor is willing to perform and has the specific ability to perform the
required Services at or below the cost set forth in Exhibit B; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the
time, skill, expertise, and experience necessary to provide the equipment, materials and services
as set forth below;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
I. Introduction.
The terms of this Agreement are contained in the terms recited in this document and in
Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are
specifically incorporated herein by this reference. County and Contractor acknowledge and agree
that this Agreement, including specifically Exhibits A and B, define the performance obligations
of Contractor and Contractor's willingness and ability to meet those requirements.
Exhibit A consists of County's Request for Bid (RFB) as set forth in "Bid Package No.
B1800071. The RFP contains all of the specific requirements of County.
Exhibit B consists of Contractor's Response to County's Request for Bid. The Response
confirms Contractor's obligations under this Agreement. The Parties recognize that Exhibit B
contains additional contract terms (Master Agreement for Services and Statement of Work)
requested by Contractor. Such terms are applicable to this Agreement to the extent they are not
expressly or impliedly contradicted by the terms of this Agreement. In the event of a contradiction
of terms, the contract shall be interpreted in the following order of priority: (1) This Agreement
for Services, (2) Exhibit A, (3) Exhibit B, excluding the Master Agreement for Services, and (4)
the Master Agreement for Services.
2. Service or Work. Contractor 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 Exhibits A and B, which is
020/1-/Ole1
attached hereto and incorporated herein by reference. Contractor shall further be responsible for
the timely completion, and acknowledges that a failure to comply with the standards and
requirements of Exhibits A and B 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 Contractor's completion of the responsibilities
described in Exhibits A and B. 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 Contractor 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.
Upon termination, County shall take possession of all materials, equipment, tools and
facilities owned by County which Contractor is using, by whatever method it deems expedient;
and, Contractor 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.
Upon termination of this Agreement by County, Contractor 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 Contractor shall be
the basis for additional compensation unless and until Contractor has obtained written
authorization and acknowledgement by County for such additional services.
6. Compensation/Contract Amount. Upon Contractor's successful completion of the
Project, and County's acceptance of the same, County agrees to pay an amount no greater than that
provided in Exhibit B. Contractor 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 Weld County, or by formal resolution of the Weld County Board of County
Commissioners, as required pursuant to the Weld County Code.
County will not withhold any taxes from monies paid to the Contractor hereunder and
Contractor 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 Contractor 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 Contractor. Contractor agrees that it is an independent Contractor and that
Contractor'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. Contractor shall
perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible
for its acts and those of its agents and employees for all acts performed pursuant to this Agreement.
Contractor, 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 Contractor or any of its agents or employees.
8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter
into any subcontractor agreements for the completion of this Project without County's prior
written consent, which may be withheld in County's sole discretion.
9. Ownership. All work and information obtained by Contractor under this Agreement or
individual work order shall become or remain (as applicable), the property of County.
10. Confidentiality. Confidential financial information of Contractor should be transmitted
separately from the main bid submittal, clearly denoting in red on the financial information at the
top the word, ``CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld
County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public
records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep
confidential all of County's confidential information. Contractor 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. Contractor agrees to advise its employees, agents,
and consultants, of the confidential and proprietary nature of this confidential information and of
the restrictions imposed by this agreement.
11. Warranty_ Contractor warrants that the services performed under this Agreement will be
performed in a manner consistent with the standards governing such services and the provisions
of this Agreement. Contractor 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.
In addition to the foregoing warranties, Contractor is aware that all work performed on this Project
pursuant to this Agreement is subject to a one year warranty period during which Contractor must
correct any failures or deficiencies. This warranty shall commence on the date of County's final
inspection and acceptance of the Project.
12. Acceptance of Services Not a Waiver. 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 Contractor. 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.
General Requirements: Contractors/Contract Professionals 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.
Contractors/Contract Professionals shall keep the required insurance coverage in force at all
times during the term of the Agreement, or any extension thereof, and during any warranty
period.
The insurance coverage's specified in this Agreement are the minimum requirements, and
these requirements do not decrease or limit the liability of Contractor/Contract
Professional. The County in no way warrants that the minimum limits contained herein are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The
The Contractor stipulates that it has met the insurance requirements identified herein. The
Contractor shall be responsible for the professional quality, technical accuracy, and quantity
of all services provided, the timely delivery of said services, and the coordination of all
services rendered by the Contractor and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies.
INDEMNITY: The Contractor shall defend, indemnify and hold harmless County, its
officers, agents, and employees, from and against injury, loss damage, liability, suits,
actions, 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 Contractor to conform to any
statutes, ordinances, regulation, law or court decree. The Contractor 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. This paragraph shall survive
expiration or termination hereof.
Types of Insurance: The Contractor/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 Contractor'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 Contractor or subcontractor is
exempt under Colorado Workers' Compensation Act., AND when such Contractor or
subcontractor executes the appropriate sole proprietor waiver form.
Commercial General Liability Insurance with the minimum limits as follows:
$1,000,000 each occurrence;
$1,000,000 general aggregate;
$1,000,000 Personal Advertising injury
$5,000 Medical payment one person
Automobile Liability: Contractor/Contract Professional shall maintain limits of
$1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and
$1,000,000 for property damage applicable to all vehicles operating both on County
property and elsewhere, for vehicles owned, hired, and non -owned vehicles used in the
performance of this Contract.
Contractors/Contract Professionals shall secure and deliver to the County at or before
the time of execution of this Agreement, and shall keep in force at all times during the
term of the Agreement as the same may be extended as herein provided, a
commercial general liability insurance policy, including public liability and property
damage, in form and company acceptable to and approved by said Administrator,
covering all operations hereunder set forth in the related Bid or Request for Proposal.
Proof of Insurance: County reserves the right to require the Contractor/Contract
Professional to provide a certificate of insurance, a policy, or other proof of insurance
as required by the County's Risk Administrator in his sole discretion.
Additional Insureds: For general liability, excess/umbrella liability, pollution legal
liability, liquor liability, and inland marine, Contractor/Contract Professional's insurer
shall name County as an additional insured.
Waiver of Subrogation: For all coverages, Contractor/Contract Professional's insurer
shall waive
subrogation rights
against County.
Subcontractors: All subcontractors, subcontractors, independent Contractors, sub -
vendors, suppliers or other entities providing goods or services required by this
Agreement shall be subject to all of the requirements herein and shall procure and
maintain the same coverage's required of Contractor/Contract Professional.
Contractor/Contract Professional shall include all such subcontractors, independent
Contractors, sub -vendors suppliers or other entities as insureds under its policies or shall
ensure that all subcontractors maintain the required coverages. Contractor/Contract
Professional agrees to provide proof of insurance for all such subcontractors,
independent Contractors, sub -vendors suppliers or other entities upon request by the
County.
14. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein
or claim thereunder, without the prior written approval of County. Any attempts by Contractor 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 Contractor 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 an 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:
Mountain States Imaging, LLC
Ryan Candela
Account Executive
7050 South Yosemite Street
Centennial, CO 80112
rcandela@msimaging.com
303-773-3750
Facsimile:
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. Contractor 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 Contractors or persons to perform services of the same or similar nature.
20. Entire Agreement/Modifications. This Agreement including the Exhibits 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 state 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.
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, Contractor
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. Contractor certifies, warrants, and agrees
that it does not knowingly employ or contract with an illegal alien who will perform work under
this contract. Contractor 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). Contractor shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement or enter into a contract with a subcontractor that fails to
certify with Contractor that the subcontractor shall not knowingly employ or contract with an
illegal alien to perform work under this Agreement. Contractor 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. If Contractor obtains actual knowledge that a
subcontractor performing work under the public contract for services knowingly employs or
contracts with an illegal alien Contractor shall notify the subcontractor and County within three
(3) days that Contractor has actual knowledge that a subcontractor is employing or contracting
with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing
or contracting with the illegal alien within three (3) days of receiving notice. Contractor shall not
terminate the contract if within three days the subcontractor provides information to establish that
the subcontractor has not knowingly employed or contracted with an illegal alien. Contractor 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 Contractor
participates in the State of Colorado program, Contractor shall, within twenty days after hiring an
new employee to perform work under the contract, affirm that Contractor 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. Contractor 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 Contractor 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, Contractor 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
Contractor receives federal or state funds under the contract, Contractor 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 Contractor 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.
Acknowledgment. County and Contractor 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 Exhibits '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 04 day of
June . 2018.
CONTRACTOR:
Mountain States Imaging, EEC
Name: Q.k ,
Title: s, t k N, s
Date ,t.e 2 Le Z0/8
WELD COUNTY:
ATTES L:
BY:
BOARD OF COUNTY COMMISSIONERS
to the Board WELLCOUNTY. COLORADO
Deputy Cler,to th• Boar
Steve Moreno. Chair
JUL182018
,20/e Age-/
"Exhibit A"
REQUEST FOR BID
WELD COUNTY, COLORADO
1401 North 17th Avenue
GREELEY, CO 80631
DATE: March 13, 2018
BID NUMBER: B1800071
DESCRIPTION: Historical Document Scanning - Property Research for the Planning Department.
DEPARTMENT: Information Technology
MANDATORY PRE -BID ONSITE CONFERENCE DATE: March 19, 2018 9:00 AM MDT/MST
BID OPENING DATE: March 29, 2018 9:00 AM MDT/MST
1. NOTICE TO BIDDERS:
The Board of County Commissioners of Weld County, Colorado, by and through its Chief
Information Officer (collectively referred to herein as, "Weld County"), wishes to purchase the
following: Historical Document Scanning - Property Research for the Planning
Department.
A mandatory pre -bid onsite conference will be held on March 19, 2018 9:00 AM MDT/MST, at
the Weld County Planning department. Weld County Planning and Building Inspections is
located at 1555 N 17th Avenue in Greeley. Bidders must participate and are required to
preregister by emailing Nancy Wonder at nwonder@weldgov.com
Bids will be received at the Office of the Weld County Information Technology Department at 1401 North
17th Avenue, Greeley CO 80631 until: March 29, 2018 9:00 AM_MDT/MST.
PAGES 1 - 9 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFORMATION FOR THE
REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN
PAGES 1-9 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE 9.
2. INVITATION TO BID:
Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said
merchandise and/or equipment shall be delivered to the location(s) specified herein.
Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and
discounts, and shall, in every way, be the total net price which the bidder will expect the Weld County to pay
if awarded the bid.
You can find information concerning this request on the Bidnet Direct website at
www.bidnetdirect.com. Weld County Government is a member of BidNet Direct. BidNet Direct is an on-
line notification system which is being utilized by multiple non-profit and governmental entities.
Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized
system.
BID REQUEST # B1800071 Page 1
Bid Delivery to Weld County — 2 methods:
1. Email. Emailed bids are preferred. Bids may be emailed to: nwonder@weldgov.com.
Emailed bids must include the following statement on the email: "I hereby waive my right to
a sealed bid". An email confirmation will be sent when we receive your bid/proposal. If more
than one copy of the bid is requested, you must submit/mail hard copies of the bid/proposal.
2. Mail or Hand Delivery. Mailed (or hand delivered) bids should be sent in a sealed envelope
with the bid title and bid number on it. Please address to: Weld County Information Technology
Dept, ATTN: Nancy Wonder, 1401 North 17th Avenue, Greeley, CO 80631.
Please call Nancy Wonder at 970-400-2562 if you have any questions.
3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION
Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing
Department. Each bid must give the full business address of bidder and be signed by him with his
usual signature. Bids by partnerships must furnish the full names of all partners and must be signed
with the partnership name by one of the members of the partnership or by an authorized representative,
followed by the signature and title of the person signing. Bids by corporations must be signed with the
legal name of the corporation, followed by the name of the state of the incorporation and by the
signature and title of the president, secretary, or other person authorized to bind it in the matter. The
name of each person signing shall also be typed or printed below the signature. A bid by a person who
affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his
principal, may be held to be the bid of the individual signing. When requested by the Weld County
Controller, Purchasing Director, or Chief Information Officer, satisfactory evidence of the authority of
the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany
the signature of anyone not otherwise authorized to bind the Bidder. All corrections or erasures shall
be initialed by the person signing the bid. All bidders shall agree to comply with all of the conditions,
requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations
and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled
in. Bidders are required to use the Proposal Forms which are included in this package and on the basis
indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the
Bidder.
Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to
ensure that the bid arrives in the Weld County Information Technology Department on or prior to the
time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will
be kept unopened in a secure place. No responsibility will attach to the Weld County Chief Information
Officer for the premature opening of a bid not properly addressed and identified. Bids may be
withdrawn upon written request to and approval of the Weld County Chief Information Officer; said
request being received from the withdrawing bidder prior to the time fixed for award. Negligence on
the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been
awarded. Bidders are expected to examine the conditions, specifications, and all instructions
contained herein, failure to do so will be at the bidders' risk.
In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give
preference to resident Weld County bidders in all cases where said bids are competitive in price and
quality. It is also understood that Weld County will give preference to suppliers from the State of
Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any
books, stationery, records, printing, lithographing or other supplies for any officer of Weld County).
Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award
the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County
Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one
vendor.
BID REQUEST # B1800071 Page 2
In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the
Request for Proposal contained herein (including, but not limited to the product specifications and
scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the
Board of County Commissioners, together constitutes a contract, with the contract date being the date
of signature by the Chair of the Board of County Commissioners.
4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS
Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an
illegal alien who will perform work under this contract. Successful bidder 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). Successful bidder shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
subcontractor that fails to certify with Successful bidder that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this Agreement. Successful bidder 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. If Successful bidder obtains
actual knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Successful bidder shall notify the subcontractor and County
within three (3) days that Successful bidder has actual knowledge that a subcontractor is employing or
contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop
employing or contracting with the illegal alien within three (3) days of receiving notice. Successful
bidder shall not terminate the contract if within three days the subcontractor provides information to
establish that the subcontractor has not knowingly employed or contracted with an illegal
alien. Successful bidder 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 Successful bidder participates in the State of Colorado program, Successful bidder shall, within
twenty days after hiring a new employee to perform work under the contract, affirm that Successful
bidder 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. Successful bidder 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 Successful
bidder 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, Successful bidder 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
Successful bidder receives federal or state funds under the contract, Successful bidder 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 Successful bidder 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.
5. GENERAL PROVISIONS
A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. By acceptance of the bid, Weld County does not warrant that funds will be available to
fund the contract beyond the current fiscal year.
B. Confidential Information: Confidential information of the bidder should be transmitted separately
from the main bid submittal, clearly denoting in red on the information at the top the word,
"CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County
must comply with the provisions of C.R.S. 24-72-201, et seq.,the Colorado Open Records Act
(CORA), with regard to public records, and cannot guarantee the confidentiality of all documents. If
BID REQUEST # B1800071 Page 3
Weld County receives a CORA request for bid information marked "CONFIDENTIAL", staff will
withhold any information which is clearly marked CONFIDENTIAL and submitted separately. Weld
County staff will not be responsible for redacting or identifying Confidential information which is
included within the body of the bid and not separately identified.
C. Governmental Immunity: No term or condition of the 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.
D. Independent Contractor: The successful bidder shall perform its duties hereunder as an
independent contractor and not as an employee. He or she shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to the contract. Neither the
successful bidder nor any agent or employee thereof shall be deemed to be an agent or employee
of Weld County. The successful bidder and its employees and agents are not entitled to
unemployment insurance or workers' compensation benefits through Weld County and Weld
County shall not pay for or otherwise provide such coverage for the successful bidder or any of its
agents or employees. Unemployment insurance benefits will be available to the successful bidder
and its employees and agents only if such coverage is made available by the successful bidder or
a third party. The successful bidder shall pay when due all applicable employment taxes and
income taxes and local head taxes (if applicable) incurred pursuant to the contract. The successful
bidder shall not have authorization, express or implied, to bind Weld County to any agreement,
liability or understanding, except as expressly set forth in the contract. The successful bidder 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 (b) provide proof
thereof when requested to do so by Weld County.
E. Compliance with Law: The successful bidder 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.
F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of the contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be
null and void.
G. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the
enforcement of the terms and conditions of the contract, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall
give or allow any claim or right of action whatsoever by any other person not included in the
contract. It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under the contract shall be an incidental
beneficiary only.
H. Attorney's Fees/Legal Costs: In the event of a dispute between Weld County and the successful
bidder, concerning the contract, the parties agree that Weld County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the
successful bidder.
I. Disadvantaged Business Enterprises: Weld County assures that disadvantaged business
enterprises will be afforded full opportunity to submit bids in response to all invitations and will not
be discriminated against on the grounds of race, color, national origin, sex, age, or disability in
consideration for an award.
J. Procurement and Performance: The successful bidder agrees to procure the materials,
equipment and/or products necessary for the project and agrees to diligently provide all services,
BID REQUEST # B1800071 Page 4
labor, personnel and materials necessary to perform and complete the project. The successful
bidder shall further be responsible for the timely completion, and acknowledges that a failure to
comply with the standards and requirements outlined in the Bid within the time limits prescribed by
County may result in County's decision to withhold payment or to terminate this Agreement.
K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by
County, and shall continue through and until successful bidder's completion of the responsibilities
described in the Bid.
L. 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.
M. 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 the successful bidder
shall be the basis for additional compensation unless and until the successful bidder 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.
N. Subcontractors: The successful bidder acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of the successful bidder. The
successful bidder shall not enter into any subcontractor agreements for the completion of this
Project without County's prior written consent, which may be withheld in County's sole discretion.
County shall have the right in its reasonable discretion to approve all personnel assigned to the
subject Project during the performance of this Agreement and no personnel to whom County has
an objection, in its reasonable discretion, shall be assigned to the Project. The successful bidder
shall require each subcontractor, as approved by County and to the extent of the Services to be
performed by the subcontractor, to be bound to the successful bidder by the terms of this
Agreement, and to assume toward the successful bidder all the obligations and responsibilities
which the successful bidder, by this Agreement, assumes toward County. County shall have the
right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor
hired by the successful bidder and the successful bidder shall cooperate in such process. The
successful bidder shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
O. Warranty: The successful bidder warrants that services performed under this Agreement will be
performed in a manner consistent with the standards governing such services and the provisions of
this Agreement. The successful bidder 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. In addition to the foregoing
warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement
is subject to a one-year warranty period during which Contractor must correct any failures or
deficiencies caused by contractor's workmanship or performance.
The bidder warrants that the goods to be supplied shall be merchantable, of good quality, and free
from defects, whether patent or latent. The goods shall be sufficient for the purpose intended and
conform to the minimum specifications herein. The successful bidder shall warrant that he has title
to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security
interests.
Service Calls in the First One Year Period: The successful bidder shall bear all costs for mileage,
travel time, and service trucks used in the servicing (including repairs) of any of the goods to be
purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are
necessary for the first one (1) year period after said goods are first supplied to Weld County.
BID REQUEST # B1800071 Page 5
Bidder shall submit with their bids the following information pertaining to the equipment upon which
the bids are submitted:
1. Detailed equipment specifications to include the warranty.
2. Descriptive literature.
P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any interest
therein or claim thereunder, without the prior written approval of County. Any attempts by the
successful bidder 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 the successful
bidder hereunder. Such consent may be granted or denied at the sole and absolute discretion of
County.
Q. 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.
R. Non -Exclusive Agreement: This Agreement is nonexclusive and County may engage or use other
contractors or persons to perform services of the same or similar nature.
S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507.
The signatories to this Agreement agree 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 the successful bidder's services
and the successful bidder shall not employ any person having such known interests. During the term
of this Agreement, the successful bidder 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 the successful
bidder to ensure compliance with this provision may result, in County's sole discretion, in immediate
termination of this Agreement. No employee of the successful bidder nor any member of the
successful bidder's family shall serve on a County Board, committee or hold any such position which
either by rule, practice or action nominates, recommends, supervises the successful bidder's
operations, or authorizes funding to the successful bidder.
T. 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.
U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in the contract or incorporated herein by
reference shall be null and void.
V. 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.
W. Compensation Amount: Upon the successful bidder's successful completion of the service, and
County's acceptance of the same, County agrees to pay an amount no greater than the amount of
the accepted bid. The successful bidder 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 County's delegated employee, or by formal resolution of the Weld County Board of
County Commissioners, as required pursuant to the Weld County Code.
BID REQUEST # B1800071 Page 6
X. Taxes: County will not withhold any taxes from monies paid to the successful bidder hereunder and
the successful bidder 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. Contractor shall not be
entitled to bill at overtime and/or double time rates for work done outside of normal business hours
unless specifically authorized in writing by County.
6. INSURANCE REQUIREMENTS
General Requirements: Successful bidders 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. Successful bidders shall keep the required insurance
coverage in force at all times during the term of the Agreement, or any extension thereof, and during any
warranty period. The required insurance shall be underwritten by an insurer licensed to do business in
Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid
provision or endorsement stating "Should any of the above -described policies by canceled or should any
coverage be reduced before the expiration date thereof, the issuing company shall send written notice to
the Weld County Controller, Purchasing Director, or Chief Information Officer by certified mail, return
receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction
unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is
in excess of a deductible or self -insured retention, County must be notified by the Successful bidder.
Successful bidder shall be responsible for the payment of any deductible or self -insured retention. County
reserves the right to require Successful bidder to provide a bond, at no cost to County, in the amount
of the deductible or self -insured retention to guarantee payment of claims.
The insurance coverages specified in this Agreement are the minimum requirements, and these
requirements do not decrease or limit the liability of Successful bidder. The County in no way warrants
that the minimum limits contained herein are sufficient to protect the Successful bidder from liabilities
that might arise out of the performance of the work under this Contract by the Successful bidder, its
agents, representatives, employees, or subcontractors. The successful bidder shall assess its own
risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The
successful bidder 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. The
successful bidder 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. Any modification to
these requirements must be made in writing by Weld County.
The successful bidder stipulates that it has met the insurance requirements identified herein. The
successful bidder 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 the successful bidder and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies.
INDEMNITY: The successful bidder shall defend, indemnify and hold harmless County, its officers,
agents, and employees, from and against injury, loss damage, liability, suits, actions, 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 successful bidder to conform to any statutes, ordinances, regulation, law or court decree.
The successful bidder 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 successful bidder 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 successful bidder 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 successful bidder 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
BID REQUEST # B1800071 Page 7
volunteers for losses arising from the work performed by the successful bidder 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 successful bidder 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 successful bidder'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 successful bidder or subcontractor is exempt under Colorado Workers' Compensation
Act., AND when such successful bidder or subcontractor executes the appropriate sole proprietor waiver
form.
Commercial General Liability Insurance for bodily injury, property damage, and liability assumed under an
insured contract, and defense costs, with the minimum limits must be as follows:
$1,000,000 each occurrence;
$2,000,000 general aggregate;
$2,000,000 products and completed operations aggregate;
$1,000,000 Personal Advertising injury
Automobile Liability: Successful bidder shall maintain limits of $1,000,000 for bodily injury per person,
$1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all
vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned
vehicles used in the performance of this Contract.
Successful bidders shall secure and deliver to the County at or before the time of execution of this
Agreement, and shall keep in force at all times during the term of the Agreement as the same may
be extended as herein provided, a commercial general liability insurance policy, including public liability
and property damage, in form and company acceptable to and approved by said Administrator, covering
all operations hereunder set forth in the Request for Bid.
Proof of Insurance: County reserves the right to require the successful bidder to provide a certificate of
insurance, a policy, or other proof of insurance as required by the County's Risk Administrator
in his sole discretion.
Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor
liability, and inland marine, Successful bidder's insurer shall name County as an additional insured.
Waiver of Subrogation: For all coverages, Successful bidder's insurer shall waive subrogation
rights against County.
Subcontractors: All subcontractors, subcontractors, independent contractors, sub -vendors, suppliers
or other entities providing goods or services required by this Agreement shall be subject to all of the
requirements herein and shall procure and maintain the same coverages required of Successful
bidder. Successful bidder shall include all such subcontractors, independent contractors, sub -
vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors
maintain the required coverages. Successful bidder agrees to provide proof of insurance for all such
subcontractors, independent contractors, sub -vendors suppliers or other entities upon request by
the County.
The terms of this Agreement are contained in the terms recited in this Request for Bid and in the
Response to the Bid each of which forms an integral part of this Agreement. Those documents are
specifically incorporated herein by this reference.
BID REQUEST # B1800071 Page 8
B1800071
SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING:
Weld County will award the bid to the reseller/vendor with the best offering deemed most advantageous to the
County, price/cost being the primary consideration. The determination of whether the bid is acceptable and
meets the minimum requirements of the solicitation is solely within the discretion of the County.
The Weld County Planning department has paper copies of historical data obtained from doing property
research. The key purpose of this project is to create digital images of the information for ease of access and
archival preservation. Digital images will need imported into a Document Management system,
ApplicationXtender 8.0.
Special Conditions/Provisions:
• HIPAA data may exist in historical data.
• Vendor shall demonstrate the ability to safely ship/transport, store and complete scans offsite while
maintaining chain of custody and confidentiality of records.
• An image test may be required from each vendor for quality assurance.
• Need ability to add additional information to the finished files at a later time if applicable.
• Onsite pre -bid meeting required
Details:
• 30 feet of accordion folders with individual file folders
• Estimate 30-50 individual file folders per linear foot
• Estimate 2-5 maps per individual file folder.
• Folders organized and labeled by Section, Township, Range
• Each file folder may contain loose papers, stapled and/or paper -clipped with various paper sizes and
types;
o Possible paper sizes: 8 '/2"x11 ", Legal, 11"x17", 24"x36", 36"x36"
o Paper types: standard copy, onion skins, tracing paper, maps
• Simplex and duplex documents; estimate 90% simplex
• Empty folders are strictly placeholders for future information and can be skipped
Specifications and Scope of Services:
• Digitalized images need to be 300 dpi.
• Maps shall be scanned in color and all other documents grayscale.
• Format requirement: PDF
• Digitalized images will be text searchable.
• If any of the original documents are of poor quality for scanning, the vendor will stamp the original
document to identify poor quality prior to scanning.
• Documents in the file folders are batched by paperclip or binder and each paper -clipped batch will need
scanned into one PDF file. If a map is included in the paper -clipped batch, it will also need to be
included in the same PDF file and not separated out. The maps from a paper -clipped batch may be
included at the end of the PDF.
• For any loose papers between the paper -clipped batches, scan loose papers as individual PDFs.
• Pages that contain sticky notes, and covering information on a page, will need to be removed and
scanned separately following the original page.
• All PDFs, except for stand-alone maps, will have a document type of "Historical Documents". Stand-
alone maps will have a document type of "Historical Map".
• All PDFs shall be named by Section, Township, Range followed by a sequential number of the
separated documents in the folder, e.g., S-T-R_#.pdf; 2-5-66_1.pdf; 2-5-66_2.pdf.
• Each file shall be indexed by Section, Township, and Range.
BID REQUEST # B1800071 Page 9
• Vendors are to submit two cost estimates:
1. Cost of reprepping documents (paper -clipped batch) in a folder.
2. Cost of leaving a colored separator page between documents in a folder (no reprep)
• All materials may be picked up at one time and returned in 2-3 weeks. If any information is needed by
the Planning department during that time period, authorized Weld County personnel will submit a
request and the Vendor will scan requested file and upload to Weld County Sharefile within one
business day.
• The Planning department will box all file folders, inventory and create a spreadsheet for tracking
purposes. The selected Vendor will inventory boxes upon receipt.
• Vendors shall maintain safety and confidentiality, guaranteeing security of all records from time of pick
up to time of delivery.
• No sub -contracting unless approved by the Weld County project manager.
• Vendor shall provide a quality assurance plan with standards and measures that ensures images are
the best they can possibly be.
• Vendor shall provide sample images (some grayscale, some full color) for the Planning department to
review. Images will be provided via Weld County's Sharefile.
• At the end of the project, Vendor will securely return all folders to Weld County, ensuring Chain of
Custody.
• Vendor shall provide that the data processed during the performance of this contract has been
completely purged from all data storage components used in the facility, and no output shall be retained
by the Vendor upon completion of the project.
Please provide total cost below and include cost breakdown and number of weeks to complete project.
With Full Preprep
No Reprep
Total Cost:
$
Number of weeks to complete project:
SEE PAGE 44, MSI PROPOSAL
Contact Person: Nancy Wonder
Email: nwonder@weldgov.com
Phone: 970-400-2562
BID REQUEST # B1800071 Page 10
The undersigned, by his or her signature, hereby acknowledges and represents that:
1. The bid proposed herein meets all of the conditions, specifications and special provisions set forth
in the request for proposal for Request No. B1800071
2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and
local taxes.
3. He or she is authorized to bind the below -named bidder for the amount shown on the
accompanying proposal sheets.
4. The signed bid submitted, all of the documents of the Request for Proposal contained herein
(including, but not limited to the product specifications and scope of services), the formal
acceptance of the bid by Weld County, and signature of the Chair of the Board of County
Commissioners, together constitutes a contract, with the contract date being the date of signature
by the Chair of the Board of County Commissioners.
5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to
accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of
Weld County. The bid(s) may be awarded to more than one vendor.
FIRM
Mountain States Imaging, LLC
BUSINESS 7050 South Yosemite Street
ADDRESS
CITY, STATE, ZIP CODE Centennial, CO 80112
TELEPHONE NO 720-390-7080 FAX TAX ID # 84-1563704
PRINTED NAME AND TITLE Ryan Candela, Account Executive
SIGNATURE
i
L c�—
E-MAIL rcandea@msimaging.com
DATE June 26, 2018
**THE SUCCESSFUL BIDDER SHALL PROVIDE A W-9 IF NOT ALREADY ON FILE**
WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION
NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 9.
ATTEST: BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Clerk to the Board Steve Moreno, Chair
APPROVED AS TO SUBSTANCE:
Elected Official or Department Head
Chief Information Officer
BID REQUEST # B1800071 Page 11
"Exhibit B"
MOUNTAIN STATES IMAGING
Mountain States Imaging, LLC
7050 South Yosemite Street I Centennial, CO 80112
W: www.msimaging.com
E: rcandela@msimaging.com
T: 303.773.3750
Weld County
Historical Document Scanning — Property Research
Planning Department
RFP #B1800071
PREPARED FOR:
Nancy Wonder I Project Manager \ Business Process Analyst
1401 North 17' Avenue
Greeley, Colorado 80631
(970) 400-2562
nwonder@weldgov.com
Weld County
IMAGISNTG
CONFIDENTIALITY AGREEMENT - NOTICE
Conversion Proposal
Page 2 of 9
This offer includes data that shall not be disclosed outside the government or Weld County and shall not be used
or disclosed —in whole or in part —for any purpose other than to evaluate this offer. If, however, a subcontract is
awarded to this offeror because of —or in connection with —the submission of this data, the government or Weld
County shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting
subcontract. This restriction does not limit the government or Weld County's right to use information contained
in this data if obtained from another source without restriction. The data subject to this restriction are contained
on all pages of this offer.
It is acknowledged by reader that information to be furnished in this proposal is in all respects confidential in
nature, other than information which is in the public domain through other means and that any disclosure or use
of same by reader may cause serious harm or damage to Mountain States Imaging, LLC and their members.
Upon request, this document is to be immediately returned to:
Mountain States Imaging, LLC
7050 South Yosemite Street
Centennial, Colorado 80112
Attn: Ryan Candela
Mountain States Imaging I Business Confidential 2
AIIMAGISNTG
COVER LETTER
Conversion Proposal
Page 3 of 9
Dear Nancy Wonder & Weld County,
Thank you for allowing us to provide you with the attached proposal for Document Conversion Services for Weld
County. We have thoroughly reviewed the Request for Proposal (REP). Mountain States Imaging, LLC (MSI) fully
understands the requirements and the following response is intended to portray Mountain States Imaging's
interest and ability to meet and exceed all of the requirements set forth by Weld County.
Mountain States Imaging is dedicated to their clients. MSI's experience and flexibility will allow them to meet and
exceed the expectations of Weld County. We are confident that a partnership with Mountain States Imaging will
provide Weld County with the best possible microfilm conversion services available.
If there were 5 things that I personally want to point out about Mountain States Imaging that we would love for
you to pay extra attention to within this proposal, they would be:
• 32+ Years in business. There aren't many scanning companies in the US, let alone, Colorado that can claim that
length of operations.
• Extensive experience with Laserfiche Avante and exporting formats for integration with Laserfiche Import Agent.
• Multiple government contracts require MSI to undergo annual inspections and audits, our security is undeniably far -
beyond our competitors.
• Passion for scanning. Plain and simple, we love what we do. Everyone at MSI enjoys the document imaging industry
— which is why we do it every day!
• Extreme Efficiency = Fast Turnaround times. While we can certainly respond to an RFP, we see places where MSI
can strategize and improve a process. In this RFP, we've included some proposed plans to better approach this
conversion.
At MSI we are confident that we can meet and exceed your expectations. We look forward to forming a long
term and mutually rewarding partnership between Weld County and Mountain States Imaging, LLC. If you have
any questions or concerns, or just need clarification on items within this response, please do not hesitate to call
me at (303) 773-3750.
Sincerely,.
Ryan C. d -la — Account Executive
Mountain States Imaging, I_I.C
7050 South Yosemite Street
Centennial, Colorado 80112
rcandela@msimaging.com
720.390.7080
Mountain States Imaging I Business Confidential 3
APIN MOUNTAIN
MA G ISTATES
N TG
QUALIFICATIONS
Conversion Proposal
Page 4 of 9
Mountain States Imaging, established in 1986, is celebrating its 32nd year as a
document conversion bureau. Originally a Micrographics company, MSI has
continued to offer Microfilm & Microfiche services since it was founded.
MSI's founder and current CEO, Christopher P Candela, originally a
representative of Eastman Kodak, and responsible for the Western US Division
of Kodak Microfilm and Document Imaging products, has extensive knowledge
of microfilm dating back to the 1970's.
In 32+ years, MSI has converted virtually every kind of document imaginable,
working primarily for City/County Government conversions.
Mountain States Imaging holds HIPAA Certifications, FERPA Compliancy, PII Training from the United States
NAVY, CJIS Vendor Clearance, as well as CDIA personnel.
Large -Scale Conversions:
1. The United States Postal Service: Over 75 Million Images and Counting.
2. United States Marine Corps: Over 65 million film & fiche images.
3. Metropolitan Life Insurance: Over 10 million images in less than 10 weeks.
4. The Department of Justice: +5 million images of litigation documents converted on -site.
Mountain States Imaging's extensive client list over the years includes some of the following:
• The United States Marine Corps
• The United States NAVY
• The Department of Justice
• The Bureau of Indian Affairs
• The Bureau of Reclamation
• City & County of Denver
• City of Lone Tree
• City of Aspen
• City of Fort Collins
• University of California -Irvine
• Southern California Pizza Hut
• Boulder County, Colorado
• University of Colorado, Boulder
• University of Colorado, Colorado Springs
• University of Colorado, Denver
• Frontier Airlines
• The Denver Broncos
• Prologis
• Denver University
• Denver Public Schools
• And Many More!
Mountain States Imaging I Business Confidential
HIPAA
CERTIFIED
N AV Y
PII CERTIFIED
4
AIPIN IMAGISNTG
SCOPE OF SERVICES
Conversion Proposal
Page 5 of 9
Mountain States Imaging (MSI) understands that the following criteria is expected for Weld County
scope of services.
The County needs a vendor partner to perform document scanning for Planning Department Historical
Research Files.
Criteria for MSI provided services are as follows:
• MSI to pick up records located at 1555 N 17'' Avenue, Greeley, Colorado — Weld County Planning Dept
• Documents will be safely transported to MSI's secure facility located in Centennial, CO using a dedicated
"Hot Shot" route
• MSI will label and track all records in a custom -developed software throughout the conversion process
• Once at MSI, image testing will be provided to demonstrate samples of Black and White, Grayscale, and
Color, for both quality, and file size
• All documents will be imaged at a resolution of 300dpi
• All documents will be OCR'd for text searchability
• Documents are identified within folders at each primary binding or clip
• Maps shall be scanned in color or grayscale, and can be moved to the end of a "document"
• Any documents that are of poor quality in their original state will be stamped with a "PQ" stamp prior to
scan
• Sticky notes will be scanned as separate images
• All documents will have a document type of "Historical Documents" and all stand-alone maps will have
a document type of "Historical Map"
• PDF's will be named by Section, Township, Range, followed by a sequential number of documents, e.g.
S-T-R_#.pdf, 2-5-66_1PDF; 2-5-66_2.pdf
• All documents will be scanned and returned in 2-3 weeks. Information needed by the Planning
Department during that time will be handled through a rush pull
• Files will be delivered with load file into ApplicationXtender
Mountain States Imaging I Business Confidential 5
MOUNTAIN STATES
SIMAGING
REFERENCES
Conversion Proposal
Page 6 of 9
DATA ON THIS PAGE IS CONSIDERED CONFIDENTIAL AND IS NOT FOR DISTRIBUTION
69 MILLION MICROFILM & MICROFICHE IMAGES
Company: The United States Marine Corps / ch2m
Contact: Kim Henderson, Project Manager (ch2m)
Phone: (619) 272-7209
Email: kimberly.henderson@ch2m.com
Project Description:
Mountain States Imaging currently finalized - in conjunction with CH2M Hill and The United States Marine
Corps. — a conversion of 60 Million Documents, through scanning and indexing of metadata to an
electronic imaging database. The document collection contains vital records and personal identifiable
information. The collection also has been created over centuries and on numerous different systems,
thus creating a challenge to create a single, high quality image and data repository.
Mountain States was not only responsible for the conversion of the images and data, but also designed
and implemented an Electronic Content Management System (both Software & Hardware) to store and
provide access to the entire record collection. This effort has required MSI to work with The United States
Navy, The Marine Corps, CH2M Hill, The Veterans Administration, and The National Archives who will be
providing the images to Ancestry.com.
THOUSAND -BOX GLOBAL CONVERSION
Company: Prologis
Contact: Greg Azar, Vice President
Phone: (972) 884-9258
Email: gazar@prologis.com
Project Description:
Prologis hired Mountain States Imaging to be treated as a centralized facility for a several thousand box,
on -going storage/scanning effort. With locations internationally, Prologis and MSI worked together to
design and implement a world-wide effort to transfer boxes to MSI. MSI accurately receives, converts,
and stores thousands of boxes for Prologis as part of this active effort.
MSI provided Prologis locations across the world with supplies, labels, boxes, and everything needed to
quickly prepare to have the boxes transferred to MSI's ultra -secure facility. Upon arrival, MSI used a
custom -developed system for tracking the inventory and conversion process. Prologis was easily able to
request additional supply as -needed throughout the conversion process.
Post -conversion, all boxes are moved to MSI's long-term storage shelving for long-term storage. All
boxes are tracked with bar code and a full history of each box is available at a moment's notice.
Mountain States Imaging I Business Confidential 6
MOUNTAIN STATES
SIMAGING
Conversion Proposal
Page 7 of 9
DATA ON THIS PAGE IS CONSIDERED CONFIDENTIAL AND IS NOT FOR DISTRIBUTION
75 MILLION PAPER IMAGES + CUSTOM SOFTWARE
Company: The United States Postal Service
Contact: Matthew Bushong, Senior Litigation Counsel
Phone: (720) 221-5118
Email: matthew.b.bushong@usps.gov
Project Description:
Mountain States Imaging has mastered the ability to convert documents and data to a digital format and
create an effective Document Content Management System. MSI has successfully converted millions
upon millions of documents, and Terabytes and Terabytes of Data for The United States Postal Service.
In fact, MSI currently maintains projects for The United States Postal Service Law Depart that have been
successfully running for five years, converting over 75 million documents, converting Tb's of electronic
data from numerous formats and systems.
This contract has also included custom designing and implementing various content management and
document tracking and analysis solutions. These projects are for large-scale class action government
litigation and require USPS security clearances.
NFL PLAYER MEDICAL RECORDS
Company: The Denver Broncos
Contact: Nancy Svoboda (Senior VP, Human Resources)
Phone: (303) 264-5506
Email: Nancy.Svoboda@Broncos.nfl.net
Project Description:
Mountain States Imaging converts numerous files and documents for The Denver Broncos. These files
include everything from player medical files, and NFL contracts, human resource documents, legal files,
and finance and accounting documents. These documents are highly confidential and organized and
transported by Mountain States Imaging to our corporate headquarters in Centennial, Colorado.
Mountain States Imaging then provides all the documents and their associated metadata to an electronic
format for use in a Digital Storage and Retrieval Management System designed and implemented by MSI
as a SaaS, available anytime, anywhere.
COLD CASE HOMICIDE FILES
Company: Arapahoe County Sheriff's Department (Centennial, CO)
Contact: Lieutenant Kevin Heaton
Phone: (720) 874-3898
Project Description:
Conversion of Paper & Microfilm Cold Case Homicide files for Sheriff's Department.
Mountain States Imaging Business Confidential 7
ONMOUNTAIN
ISTATES
G
MSI'S CONVERSION FACILITY
Conversion Proposal
Page 8 of 9
For the any work which can be done at
our facility, MSI can handle all the
requirements for the conversion projects
utilizing one of the most powerful and
secure document imaging facilities in the
country. This facility was designed and
built specifically to create an efficient
workflow for the conversion of media to
a digital format in an ultra -secure
environment.
Mountain States Imaging, PLC recognizes the importance of securing our customer's documents and data. MSI
has taken a multi -layered approaching to provide the best possible security against unauthorized access as well
as damage, theft and other physical threats. Construction includes reinforced doorframes, concrete walls and roof.
Some key highlights of our state-of-the-art facility are:
• All access points, document storage and processing areas are monitored 24/7 via HD surveillance
systems
• Entire facility monitored by advanced alarm systems with emergency responders.
• All access points are controlled by RFID card access.
• Production areas are physically separated with independent RFID card access.
• Non -authorized personnel must check in with in-house developed check in system, including verification
of driver's license or other identification.
• Encrypted network, both at -rest and in -transit.
• DDOS Attack prevention and advanced network firewall penetration security.
Our data center is secured separately with restricted access and is in an interior area of our facility. All data capture
and processing occur on our client server -based network with advanced security. MSI requires all users to log into
its network using unique user accounts. All access and processes are monitored and logged. Our network design
includes advanced firewalls. Our network architecture is such that we can complete isolate production systems
from other areas of operations if security requirements dictate. Our data center features conditioned power and
the facility is monitored via CCTV.
Mountain States Imaging I Business Confidential 8
AFIMAGISNTG
PERSONNEL SECURITY - BACKGROUND CHECKS
Conversion Proposal
Page 9 of 9
Due to the sensitive nature of information that will be provided to MSI under the contract, all MSI personnel who
will have access to sensitive information must be identified prior to the conversion. All MSI personnel accessing
information under this contract must secure a sensitive clearance. This requirement is based on the risk level
associated with the nature of the contract data. In addition, the contract must provide for additional clearances,
as necessary, for any other MSI personnel who may be called upon to perform work under the contract in the
future.
Due to MSI's substantial work performed with government agencies such as:
• The United States Postal Service
• The United States Marine Corps
• The United States Navy
• The Department of Justice
• The Department of Interior
MSI maintains strict personnel screening and 85-P security clearances for every
employee involved with these conversions.
PRICING
With Full Reprep
No Reprep.
Total Cost:;=
+$0.03/Image
$0.0525/Image
Numberof weeks to complete project:
3
3
MSI estimates range of images to be: 50,000 — 60,000 Images.
Based on MSI's pricing, range for scanning without re -assembly is $2,625 - $3,150.
Pricing for Large Format: $0.78 Per Image
Pricing based on the following assumptions as provided in the RFP:
• 30 feet of accordion folders with individual file folders
• Estimate 30-50 individual file folders per linear foot
• Estimate 2-5 maps per individual file folder.
• Folders organized and labeled by Section, Township, Range
• Each file folder may contain loose papers, stapled and/or paper -clipped with various paper sizes and
types;
o Possible paper sizes: 8 1/2"x11", Legal, 11"x17", 24"x36", 36"x36"
o Paper types: standard copy, onion skins, tracing paper, maps
• Simplex and duplex documents; estimate 90% simplex
• Empty folders are strictly placeholders for future information and can be skipped
Mountain States Imaging I Business Confidential 9
.$4111SI
MOUNTAIN STATES IMAGING
MASTER AGREEMENT FOR SERVICES
www.msimaging.com 1866.771.3750
This Master Agreement for Services ("Agreement") is made as of Thursday, June 14, 2018 (the "Effective Date")
between Weld County Government with offices at 1150 "O" Street, Greeley, CO 80631 ("Client") and Mountain
States Imaging, LLC, a Colorado limited liability company with offices at 7050 S. Yosemite Street, Centennial, CO 80112
("MSI").
1. SCOPE OF TECHNOLOGY SERVICES. MSI agrees to provide the technology services as more fully described in
statements of work attached as exhibits hereto (each a "Statements of Work") in accordance with the terms and
conditions set forth in this Agreement and the applicable Statements of Work. Subject to the terms, conditions,
requirements, and limitations set forth in this Agreement and any Statement of Work, MSI may (a) scan or convert
documents, files, and images, whether in written, electronic or digital form, given by Client to MSI (the "Client
Documents") to convert into electronic digital form or media, including, if applicable the coding and indexing (the
"Scanning Services") of the scanned or converted versions of the Client Documents (the "Converted Documents"), (b) host
and store the Converted Documents (the "Hosting and/or Storage Services"), (c) provide certain litigation and eDiscovery
support services (the "Litigation Support Services"), and (d) provide certain professional services (the "Professional
Services") in support of any or all of the Scanning Services, Hosting and/or Storage Services and Litigation Support Services
(any and all of the preceding services are collectively referred to herein as the "Services"). As used in this Agreement, the
term "System" means the Scanning Services, Host Services, Litigation Support Services and work product generated
through the Professional Services if any, and all software programs, tutorials, intellectual property, and documentation,
and all components thereof, provided by MSI or by any party acting on behalf of or at the request of MSI in performance
of the Services.
2. STATEMENT OF WORK. Client and MSI may enter into mutually acceptable Statements of Work under this
Agreement. Statements of Work will be consecutively numbered for identification and once signed by both parties will be
incorporated into and form a part of this Agreement. Each Statement of Work will include a description of Services to be
performed, the schedule for completion, if any, the applicable pricing, restrictions and assumptions applicable to the
Services to be performed, and other terms, conditions, representations, warranties, restrictions, and relevant information
applicable to the provision of specified Services to be performed. Due the changing and varied nature of the Services to be
provided by MSI, Statements of Work may also alter the obligations, representations, warranties, costs, fees, risks,
responsibilities and remedies of the parties otherwise provided for in this Agreement, and if there is a conflict between
this Agreement and any Statement of Work, the terms of the Statement of Work will govern all aspects of the parties
relationship and legal obligations with respect to the provision of Services described therein. This Agreement, including all
Statements of Work constitute the entire agreement between the parties and any different, additional or conflicting terms
or conditions set forth in any Client purchase order or any other document issued by Client are expressly objected to by
MSI and the terms hereof, including those contained in the applicable Statement of Work, shall exclusively govern the
purchase and sale of the Services covered by the Statement of Work unless there is another manually signed agreement
between the parties, which shall control to the extent there is a conflict between the terms of such agreement and this
Agreement or the Statement of Work.
3. OWNERSHIP RIGHTS.
3.1 The System is the exclusive property of MSI, or the third parties from whom MSI has secured the right to use
materials contained in the System. MSI and such third parties shall retain all right and title, to the extent of their
respective interests, to all proprietary rights in the System, and to any other intellectual property owned or otherwise
provided by MSI whether now existing or subsequently created under this Agreement. Client will take no steps to use or
otherwise capitalize on, or reverse engineer the System, either for itself or on behalf of others.
3.2 Subject to the provisions set forth in this Agreement or any Statement of Work, all Client Documents and
Converted Documents are and will remain the exclusive property of Client. Client will retain all right and title in and to the
Client Documents and Converted Documents, including any proprietary rights in the Client Documents and Converted
Mountain States Imaging I Master Agreement for Services 1
MOUNTAIN STATES IMAGING
www.msimaging.com 1866.771.3750
Documents. MSI will not copy, scan, transfer, sell, disclose, license, alter or otherwise use the Client Documents or
Converted Documents for any purpose other than to provide the Services. Notwithstanding the foregoing, Client expressly
understands and agrees that unless Client has entered into a separate Statement of Work for the provision of Hosting
and/or Storage Services, all Converted Documents will be stored for 30 days after the Scanning Services applicable to each
Client Document is completed during which time Client must download them from the applicable servers. All Converted
Files will be deleted unless Client has otherwise agreed to have the Converted Files stored and is paying for such storage as
part of the Hosting and/or Storage Services.
4. PRICING AND TERMS OF PAYMENT.
4.1 The applicable fees and expenses for the Services are set forth in each Statement of Work. Client is not
responsible to pay for supply, material or travel costs or expenses.
4.2 Client is a tax-exempt entity and therefore is not required to pay taxes. To the extent that MSI is required to
pay taxes in accordance with completion of the work under this Agreement, the costs described in the scope of work cover
client's payment of such taxes.
4.3 Unless another payment schedule is specified on the Statement of Work, (i) MSI will invoice Client monthly in
advance for Hosting and/or Storage Services and in arrears, for each other Service provided, or, if provided for in a
Statement of Work, on a time and materials basis and for all expenses incurred in accordance with Section 4.1. For any
Services performed on a time and materials basis, MSI will also submit time reports to Client showing the hours worked by
its MSI Assigned Personnel, with copies of individual personnel time tracking sheets. Unless another payment schedule is
specified on the Statement of Work, invoices shall be paid within thirty (30) days of the invoice date, except for any
disputed amounts. Unless otherwise agreed, Client will send all payment to MSI at its Centennial, Colorado address or by
wire transfer to an account or accounts specified by MSI in writing. Any undisputed amounts not paid when due will bear
interest at the rate of one and one-half percent (1%%) per month, or eighteen percent per annum, and Client shall be
responsible for all costs of collection (including amounts paid to third parties) incurred by MSI in collecting all past due
amounts. Client will provide written notice of any disputed amounts within twenty (20) days of its receipt of an invoice
and the parties will resolve all disputed amounts as promptly as possible, but in no event more than sixty (60) days after
written notice of the dispute is provided to MSI. Client shall pay all amounts on an invoice that are not in dispute. All
invoiced amounts that are not disputed by Client within such thirty (30) day period will be deemed to be accepted and will
thereafter not be subject to dispute by Client. Services may be suspended or terminated at MSI's sole discretion any time
payment of undisputed amounts are more than thirty (30) days past due or if Client provides false or inaccurate
information that is required for the provision of Services or is necessary to allow MSI to bill for Services. Billing of fees
charged on a monthly (or usage) basis will continue while Services are suspended.
5. WARRANTIES, REPRESENTATIONS AND COVENANTS.
5.1 MSI warrants, represents and covenants as follows:
(a) Subject to the assumptions and respective allocation of responsibility among the parties as specified
in any Statement of Work, the Scanning Services, Hosting and/or Storage Services, and Litigation Support Services will
conform to all performance metrics specified in the Statement of Work unless MSI's failure to conform with such
performance metrics, up times, and turnaround times is caused by the actions or inactions of Client or its employees or
contractors.
(b) Neither the System nor the performance of any Services do or will infringe or misappropriate any
patent, published patent application, copyright, trademark, service mark, trade secret or other intellectual property or
industrial property rights of any third party (collectively, "Intellectual Property Rights") or the laws or regulations of any
governmental or judicial authority.
Mountain States Imaging I Master Agreement for Services 2
�MSI
MUU:N!AIN SIAI'F,, IMAGING
www.msimaging.com 1866.771.3750
(c) Except as may be specified in any Statement of Work, the Scanning Services, Litigation Support
Services and Professional Services will be performed in a professional manner by qualified personnel consistent with MSI's
standard operational practices.
5.2 Client's sole remedy shall be (i) with respect to Hosting and/or Storage Services and Scanning Services that
are not provided in accordance with the applicable Statement of Work for such Hosting and/or Storage Services and
Scanning Services, to receive the applicable service level credits or other remedies for Hosting and/or Storage Services and
Scanning Services as provided for in the applicable Statement of Work; and (ii) with respect to the Litigation Support
Services and Professional Services, except as provided in any Statement of Work, in the event of a material error or
omission by MSI for which MSI is responsible under this Agreement or any Statement of Work, MSI will at its sole expense
use commercially reasonable efforts to correct such error or omission in the time frames provided in applicable Statement
of Work. For correction of material errors or omissions caused by Client, MSI will, at Client's additional cost and expense,
use commercially reasonable efforts to correct such error or omission, provided, however, that Client understands and
agrees that such error correction may cause MSI's other activities under a Statement of Work to be delayed while errors
and omissions are corrected and will likely impact or reduce and turn around time or performance times specified in the
Statement of Work.
5.3 EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN SECTION 5.1, MSI MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MSI DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE SERVICES OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED AT ALL TIMES OR ERROR FREE,
THAT ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES WILL BE CORRECTED OR THAT THE SERVICES WILL
MEET CLIENT'S SPECIFIC REQUIREMENTS. MSI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF
THE SERVICES FOR ANY PURPOSE. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN SECTION 5.1, THE SERVICES ARE
PROVIDED "AS IS" AND MSI MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
SERVICES FURNISHED TO CLIENT OR OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.4 Client warrants and represents to MSI that: (a) Client has the power and authority to enter into and perform
Client's obligations under this Agreement; (b) Client and Client's authorized users of the Services shall comply with all
provisions of this Agreement and any Statement of Work; (c) the undersigned representative of Client and each signatory
of a Statement of Work is authorized to execute and deliver this Agreement and each Statement of Work on behalf of
Client; and (d) that Client's use of scanned documents is permissible under all applicable laws. If MSI gains knowledge of
actual infringement, or becomes aware of facts or circumstances from which infringing activity is apparent, MSI will take
remedial actions as appropriate, including suspension or termination of the Services.
6. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR A STATEMENT OF
WORK, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM THE USE OF,
OR INABILITY TO USE THE SERVICES, DELAY OF DELIVERY OR COMPLETION OF SERVICES, INACCURACY OR
MISREPRESENTATION OF DATA, OR LOSS OF PROFITS, DATA, GOODWILL ADVANTAGE, SAVINGS OR REVENUES OF ANY
KIND OR INCREASED COST OF OPERATIONS ARISING IN CONNECTION WITH ANY SERVICE OR THIS AGREEMENT
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY WARRANTY OR OTHERWISE AND
REGARDLESS OF WHETHER DAMAGES WERE FORESEEABLE. NEITHER PARTY'S TOTAL LIABILITY ARISING UNDER THIS
AGREEMENT WILL EXCEED THE TOTAL AMOUNTS PAID TO MSI BY CLIENT UNDER THE APPLICABLE STATEMENT OF WORK
UNDER WHICH THE CLAIM AROSE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE
CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLIENT'S PAYMENT OBLIGATIONS UNDER EXECUTED
STATEMENTS OF WORK.
Mountain States Imaging I Master Agreement for Services 3
www.msimaging.com 1866.771.3750
MO!1NIAIN ,IAfES IMAGING
7. TERM.
The term of this Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with
Section 8, shall continue until the later of (a) three years from the Effective Date or (b) the termination or expiration of all
Statements of Work. The term of each Statement of Work shall commence on the effective date specified in such
Statement of Work and shall continue for the period of time specified in such Statement of Work (the "Initial Term").
Subject to the provisions set forth in any then existing Statement of Work, at the end of the Initial Term and each Renewal
Term thereafter, each applicable Statement of Work shall automatically renew for additional one (1) year terms (each a
"Renewal Term") unless either party provides the other party with written notice at least thirty (30) days prior to the end
of each Initial Term or any Renewal Term that it does not wish for the Statement of Work to renew.
8. TERMINATION.
8.1 Except as provided in any applicable Statement of Work, in the event of any material breach of this
Agreement or a Statement of Work by either party, the non -defaulting party may terminate this Agreement in whole, but
not in part, or the applicable Statement of Work, by giving thirty (30) days' prior written notice; provided, however, that
this Agreement or any applicable Statement of Work will not terminate at the end of the thirty (30) day notice period if the
party in breach has cured the breach of which it has been notified prior to the expiration of the thirty (30) day period.
8.2 In the event that Client fails to make payment of any undisputed, invoiced amounts due hereunder, and such
failure continues for a period of thirty (30) days after Client's receipt of written notice thereof, MSI will have the right to
terminate or suspend services indefinitely under any Statement of Work to which the payment default relates upon an
additional ten (10) days' prior written notice unless the payment default has been cured before the end of such ten (10)
day period.
8.3 Either party may terminate this Agreement and all Statements of Work in whole, but not in part immediately
upon notice if the other party (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership, (b) is
insolvent, unable to pay its debts as they become due, or makes an assignment to or for the benefit of its creditors, or (c)
ceases to conduct business for any reason on an on -going basis leaving no qualified successor to perform its obligations
hereunder.
8.4 On termination or expiration of this Agreement or the applicable Statement of Work, Client shall notify MSI
in writing for any request to remove or deactivate all data stored as part of the Hosting and/or Storage Services and the
return to Client of all Client Documents. Client shall be responsible for the payment of all removal, deactivation and return
fees and expenses charged by MSI to transfer Client Documents and Converted Files to Client or Client's designated third
party. The fees charged to Client for Hosting and/or Storage Services and storage of all Client Documents shall remain in
effect so long as Client has not complied with this requirement or paid for the transfer of Client Documents and Converted
Files. Upon termination or expiration of this Agreement or the applicable Statement of Work for any reason, Client shall
pay MSI all fees and expenses due to MSI under this Agreement and the applicable Statement of Work, access to all
Services shall terminate automatically, and Client shall immediately cease accessing or attempting to access the System,
including the Hosting and/or Storage Services, and each party shall, return any Confidential Information to the party that
originally provided them, at that party's expense. In addition to any payment obligations due by either party to the other
party hereunder, Section 3, Section 4, Section 5, Section 6, Section 8.4, Section 9, Section 11 and Section 12 will survive
any termination of this Agreement.
9. CONFIDENTIAL INFORMATION.
9.1 "Confidential Information" means the System, all Client Documents (and all information contained therein),
Converted Documents (and all information contained therein), and any information obtained by MSI or Client that relates
to the past, present or future business activities of the disclosing party, Client and MSI's, their subsidiaries and affiliates or
their respective employees, customers or third party contractors, including any information relating to the plans, pricing,
Mountain States Imaging I Master Agreement for Services 4
ArottISI
MOON[-AIN'OAT FS IMAGING
www.msimaging.com 1866.771.3750
methods, methodologies, processes, financial data, lists, Intellectual Property Rights, customer information, apparatus,
statistics, programs, research, development, information technology, the terms and existence of this Agreement or related
information, and any and all past, present and future agreements and/or business arrangements that have been, are, or
are anticipated to be entered into by the parties. In addition, MSI acknowledges that all information and documents
(including Client Documents and Converted Documents) concerning or containing information regarding Client's
customers and consumers constitutes "Non -Public Personal Information" ("NPPI") within the meaning of GLB (as defined
below). Client acknowledges that the System constitutes the Confidential Information of MSI and that Client is not
authorized or entitled to use or access the System except pursuant to this Agreement.
9.2 Confidential Information does not include information that is (a) previously known to the receiving party, free
from any obligation to keep it confidential, (b) publicly disclosed by a party to this Agreement either prior to or subsequent
to the receipt by the receiving party of such information, (c) independently developed by the receiving party without any
access to the Confidential Information, or (d) rightfully obtained by the receiving party from a third party lawfully in
possession of the Confidential Information who is not bound by confidentiality obligations to the disclosing party.
9.3 Each party will hold all Confidential Information in confidence for the other party and, except as set forth in
this Agreement or as otherwise may be authorized by the disclosing party in writing, the receiving party will not disclose to
any person, firm or enterprise, or use for its own benefit, any such Confidential Information. The receiving party may
disclose Confidential Information to its employees, contractors and subcontractors solely as required in order for the
receiving party to perform its obligations under this Agreement. The receiving party may disclose Confidential Information
if required to do so under applicable law, rule or order; provided that the receiving party where reasonably practicable and
to the extent legally permissible, provides the disclosing party with prior written notice of the required disclosure so that
the disclosing party may seek a protective order or other appropriate remedy; and provided further that the receiving
party discloses no more Confidential Information than is reasonably necessary in order to respond to the required
disclosure.
9.4 At any time upon the request of the disclosing party, and in the event of termination of this Agreement, the
receiving party shall return, or destroy if so directed by the disclosing party, all Confidential Information, including all
copies thereof and notes and other materials incorporating the Confidential Information, whether in physical or electronic
form. In the event of a breach or threatened breach of the provisions of this Section, the disclosing party may have no
adequate remedy in money or damages and, accordingly, may seek an injunction against such breach.
Mountain States Imaging I Master Agreement for Services 5
�MSI
MOUNTAIN STATES IMAGING
10. INSURANCE.
www.msimaging.com 1866.771.3750
10.1 MSI agrees to obtain and maintain and keep in full force and effect, at MSI's expense, the following forms of
insurance with the minimum limits of insurance stated below:
Form of Insurance
Minimum Limits of Insurance
(a) Disability
As required by law
(b) Unemployment
As required by law
(c) (1) Workers Compensation and
(2) Employers Liability
Statutory
$1,000,000 per occurrence (BI/disease)
(d) Commercial General Liability on an occurrence basis,
including premises operations, products and completed
operations, contractual liability, and personal and
advertising injury coverage, naming Client as an
additional insured by endorsement to the policy.
$1,000,000 per occurrence and aggregate
(e) Commercial Automobile Liability covering all leased,
owned and non -owned vehicles and naming Client as an
additional insured by endorsement to the policy.
$1,000,000 per occurrence combined single
limit for bodily injury and property damage
liability
(f) Umbrella Liability on a follow form basis
$1,000,000 per occurrence and aggregate
excess of the Commercial General Liability
and Commercial Automobile Liability
Insurance
(g) Cyber Liability
$1,000,000 per occurrence and $2,000,000
aggregate
10.2 All insurance coverage required herein will provide primary coverage for all losses and damages caused by
the perils or causes of loss covered thereby. MSI agrees to have included in each of the insurance policies required herein
a waiver of the insurer's rights of subrogation against Client. Each insurance policy will be maintained with an insurer
having a rating of at least an "A-" in the most currently available Best's Insurance Reports and will provide for at least
thirty (30) days' prior written notice to Client in the event of any modification or cancellation. Upon written request
during the term of this Agreement or any Statement of Work, MSI will furnish Client with certificates of insurance in
satisfactory form, evidencing its compliance with these provisions.
11. GENERAL.
11.1 This Agreement will be governed by and construed under the laws of the State of Colorado excluding its
conflict of laws rules.
11.2 Neither party will use the name or marks, refer to, or identify such party in publicity releases, promotional
or marketing materials, announcements, customer listings, testimonials, or advertising.
11.3 The parties are independent contractors under this Agreement and nothing in this Agreement authorizes a
party to act as an agent of the other or bind the other to any transaction or agreement. Each party is solely responsible for
its employees, including terms of employment, wages, hours, taxes and any required insurance.
11.4 Neither party to this Agreement will be liable for any delay or failure to perform its obligations hereunder
caused by an event of natural disaster, casualty, acts of God, riots, terrorism, governmental acts or such other event of
similar nature that is beyond the reasonable control of the party seeking to rely on this Section 14.3 to excuse its delay or
failure; provided, however, that such party will not have contributed in any way to such event and this Section 14.3 shall
not be used as justification to refuse or fail to pay amounts otherwise due to MSI hereunder.
Mountain States Imaging Master Agreement for Services 6
www.msimaging.com 1866.771.3750
MOUNTAIN STATES IMAGING
11.5 Neither this Agreement nor any part hereof may be assigned (whether by operation of law or otherwise) by
either party without the other party's prior written consent and any such assignment will be void. Notwithstanding the
foregoing, either party may assign this Agreement or any of its rights or obligations hereunder upon written notice to the
other party, to any of its affiliated companies or to an entity with or into which it is merged or consolidated or to which it
sells all or substantially all its capital stock or assets. This Agreement will be binding upon the parties' respective
successors and assigns.
11.6 All notices relating to this Agreement will be in writing and delivered personally, by overnight delivery
service or first class prepaid mail with return receipt requested to (a) in the case of MSI, its address as first set forth above
and (b) in the case of Client, also to its address as first set forth above. Any notice hereunder will be effective upon receipt
by the party to which such notice is addressed.
11.7 This Agreement, including each Statement of Work that is executed by the parties in accordance with
Section 1, each of which is hereby expressly incorporated by reference herein, is the entire agreement of the parties and
supersedes all previous and contemporaneous communications, presentations, proposals, or agreements regarding the
subject matter hereof. This Agreement cannot be amended or waived except by a physical writing manually signed by
both parties.
11.8 No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement will
operate as a waiver thereof, nor will any single or partial exercise of or failure to exercise any such right or remedy
preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein or at law or in
equity. Except as expressly provided herein, no remedy specified in this Agreement is intended to be exclusive of any other
remedy, and each and every remedy will be cumulative and in addition to every other right or remedy provided herein or
available at law or in equity.
11.9 If any provision of this Agreement is held to be unenforceable, the remaining provisions of this Agreement
will be unimpaired and will remain in full force and effect.
11.10 This Agreement may be executed in one or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same instrument. A facsimile of a signed copy of this Agreement or
other copy made by reliable mechanical means may be relied upon as an original. If there is any inconsistency between
the facsimile and a subsequently received hard copy, the facsimile will control.
11.11 The headings in this Agreement are for purposes of reference only and will not in any way limit or affect
the meaning or interpretation of any of the terms hereof.
The parties have caused this Agreement to be executed by their respective authorized representatives.
Mountain States Imaging I Master Agreement for Services 7
MOUN LAIN STATES IMAGING
WELD COUNTY:
www.msimaging.com 866.771.3750
ATTEST: BOARD OF COUNTY COMMISSIONERS
BY:
Clerk to the Board WELD COUNTY, COLORADO
Deputy Clerk to the Board Steve Moreno, Chair
APPROVED AS TO SUBSTANCE:
Elected Official or Department Head
Chief Information Officer
Mountain States Imaging I Master Agreement for Services 8
MOL NTi IN SI-AIES IMAGING
www.msimaging.com 1866.771.3750
Statement of Work (SOW)
Document Storage and Conversion Services
This Statement of Work ("SOW") #2018-1028 adopts and incorporates by reference the terms and conditions of the
Master Agreement for Services ("MSA") between Weld County Government ("Client") and Mountain States Imaging,
LLC ("MSI"). This SOW is effective beginning on date of the last signature set forth below (the "Effective Date") and will
remain in effect for 36 months following the Effective Date (the "Initial Term"), subject to automatic renewal as
provided for herein below. Transactions performed under this SOW will be conducted in accordance with and be
subject to the terms and conditions of this SOW, its Attachments, if any, and the MSA.
Overview. Client is seeking a secure document/box repository to retain boxes of paper files with a box tracking
solution, and other document management services, including Scanning Services. This SOW sets forth the terms and
conditions pursuant to which MSI will provide the above mentioned Services, that will allow for Client Documents to be
stored and/or converted on Client's behalf and subject to Client's direction and control.
Renewal Terms. Upon the expiration of the Initial Term and any Renewal Term, this SOW shall automatically renew for
successive one (1) year terms (each a "Renewal Term") unless either party provides the other party with written notice
at least thirty (30) days prior to the end of each Initial Term or any Renewal Term that it does not wish for this SOW to
renew. The Initial Term and all Renewal Terms are referred to herein as the Term.
Pricing. The initial pricing and hourly billing rates for the Services to be provided under this SOW are as set forth in
Appendix A attached hereto. All pricing and billing rates shall apply for the first twelve (12) month period of the Initial
Term. Thereafter, MSI may change pricing and hourly billing rates once each calendar year during the Term on not less
than sixty (60) days written notice. If Client does not accept the change in pricing and billing rates proposed by MSI,
Client may terminate this SOW in whole, but not in part, without additional charge by delivering written notice of
termination to MSI by the end of the sixty (60) day notice period. If Client does not terminate this SOW during such
sixty (60) day notice period, the prices and billing rates proposed by MSI will be deemed to be acceptable to Client and
will automatically adjust at the end of the sixty (60) day notice period and will remain in effect for all billing periods
thereafter during the Term, subject to MSI's continued right to modify prices and hourly rates once each calendar year
for the remainder of the Term.
Billing. Services will be billed monthly and terms are Net 30. Storage Services are billed in advance and all other
Services are billed in arrears. MSI will impose a finance charge of 12% per annum on any balance more than 30 days
past due. If Client's account becomes delinquent, MSI may suspend performing Services (including denying access to
the Storage Services) and bring suit to collect its fees. Client agrees to pay all costs of collection, including reasonable
attorneys' fees, and consent to venue in any court of competent jurisdiction located in the Denver, Colorado
metropolitan area.
Change Control Process. Any change to this SOW will be coordinated between and agreed upon by Client and MSI.
MSI or Client may initiate change requests. The reasons for a change may include: Client requests; regulatory changes;
changes in technical scope; or other detail program issues or requirements. The party initiating a change will submit
each change request to the other party, and then both parties will review such request for validation. Project changes
must be submitted in a clear and concise manner. Upon the initiation of a change request, both parties must agree
within twenty-four (24) hours of the receipt of the request by the non -initiating party whether or not to continue
performance of the Services or to stop all Services being performed until a mutually agreed upon change request form
has been signed by both parties.
I — Business Confidential
nasIIn,3ginQ.C fl'
Corporate office
705!' South Vosemde Street
Ce,Itennia, CO 80112
T. 303 773.3750
F. 303 773 3785
4451
MOUNTAIN YATES IMAGINC
www.msimaging.com 1866.771.3750
After the submission of a change request form to the other party and validation of the requested change, MSI will
review the requested change to determine if it is within the scope of the SOW.
(a) Within Services Scope. If MSI determines that the change requested by Client is within the scope of the SOW, the
parties will execute the change request form and implement the change into performance of the Services as
appropriate.
(b) Outside Services Scope. If MSI determines that the requested change is outside the scope of Services of the SOW,
MSI will then determine whether such requested change impacts the pricing or scheduling projections for the
performance of the Services.
(i) If MSI determines that the requested change does not impact the pricing or scheduling projections of the
SOW, the parties will execute the change request form and implement the requested change into the performance of
the Services as appropriate.
(ii) If MSI determines that the requested change does impact the pricing or scheduling projections of the SOW,
the parties must mutually agree upon an amendment to this SOW reflecting the necessary changes to the Services and
the charges as necessary to implement the change. MSI shall not be required to take any steps to implement such a
change until such an appropriate amendment to this SOW has been mutually agreed upon.
This process is not intended to handle change requests that would constitute a material change to the SOW.
Additionally, MSI reserves the right to reject change requests at its discretion.
The execution of the change request form by both parties will cause the change request form to become part of and
incorporated into the SOW. Commencement of the performance of the requested change is conditioned upon the
mutual execution of the change request, and MSI's receipt of an additional P.O. or similar written authorization from
Client to cover the agreed upon price for each requested change.
Value of Deposits. For the purposes of this agreement, both parties agree that the value of deposits (boxed paper
records, microfilm and microfiche, other media), stored pursuant to this agreement is $1.00 per box or linear foot of
shelf space. Customer acknowledges and agrees that an excess valuation as not been requested as an additional fee
would have been charged. MSI's liability, if any, for loss or damage to materials stored with MSI is limited to the value
of the deposits as described or as set forth herein. Other Mountain States Imaging's liabilities are set forth in the
Master Agreement.
2. Document Scanning and Conversion Services.
MSI will be available as needed to provide scanning and document management services (indexing and data loading),
as necessary, in which Client seeks MSI's services and assistance during the Term. Pricing for Scanning Services will be
billed at the rates specified for such Services in Appendix A.
MSI will adhere to mutually agreed upon requirements to be attached hereto and a mutually agreed upon Service Level
Agreement (SLA) also to be attached hereto. Client will refer such scanning and document management work to MSI
as it determines appropriate.
MSI will do all necessary preparation of Client Documents to insure high quality scanned images pursuant to this SOW
and any agreed upon SLA. The preparation includes, but is not limited to, removal of documents from folders
envelopes, or other containers, removal of staples, binder clips, or any other fasteners, tape or otherwise secure
repositionable notes, and tape small size items to 8.5 x 11" blank paper. Folded and torn documents will be
straightened and taped when necessary. In addition, MSI will verify the accuracy of any control sheets and verify that
the insertion of any separation sheets are properly placed into the original
2 — Business Confidential
msirr7yirog cum
Corporate Office
7050 Souttt Y,em ite St, reef
Ct?ttetrrti il, CO 80112
T. 303 773.3750
F. 103 773 3785
www.msimaging.com 1866.771.3750
moo N TAM STATES IMAGING
The scanning process will be completed using MSI equipment and will use best efforts to ensure there is no damage to
the documents. Each scanner is configured per the specifications to control image reduction, size, aspect ratio,
batching options, auto exposure, thresholding, and file naming conventions. The scanners are being driven by a
complete information capture solution that provides effective methods to coordinate, validate, and assimilate images
and documents throughout the capture process. This allows MSI to route and manage images thru required modules
(Capture, Image Enhancement, Barcode recognition, indexing, metadata, match -and -merge, OCR, Bates Numbering,
QC, and Exporting). All images are scanned and routed for image processing, quality control, and output. All electronic
data is backed up on a daily basis on a secured self-contained network. Images are monitored both visually and
electronically throughout the scanning process to obtain the agreed upon quality. If a poor quality image is spotted
during the scanning process, the scanner operator will stop and rescan the image after making the proper software
adjustments (if required).
Color is optional if necessary to meet the legibility requirements. Duplex scanning may be necessary and the scanning
system should support blank page detection and removal. Document clean-up measures, such as de -skewing, de -
speckling, and other common production scanning techniques, are also required. After scanning is completed, MSI will
reassemble the documents pursuant to the established prep/re-prep protocols established by consultations between
the Client and MSI.
MSI will perform quality assurance on images to ascertain compliance with the Image Capture Quality and
Completeness standards to be defined in the SLA. Images of questionable quality or completeness will be compared to
the hard copy and rescanned if necessary to meet required standards. MSI will also verify that all pages are scanned
and ensure that the file name matches the file control sheet number.
MSI follows International Organization for Standardization ("ISO") standards for image scanning, storage and retrieval
as specified in ISO 32000-1:2008 and ISO 9660:1999. In addition, MSI follows all generally accepted standards for
quality control in this industry and will adhere to the specifications set forth in the agreed upon SLA and this SOW. Any
images that do not meet our strict quality standards will be rescanned or reprocessed. MSI will make a good faith
effort to obtain the best quality image. If MSI discovers poor digital images or inadequate indexing, MSI will take steps
to correct the quality of the images or indexing. If, after such efforts, the scanned image or indexing remains below
MSI's stringent standards, MSI will report the problem to the Client following agreed upon reporting procedures and
intervals. Any scanning that does not meet the quality requirements of this SOW will be rescanned or reconverted at
no cost to Client. MSI is only responsible for rescanning defective images and any rescanned files will be provided to
Client by such method as determined acceptable by Client.
For additional charges as set forth in Appendix A, MSI may perform Optical Character Recognition (OCR), Document
Indexing, Specialty Scanning, and other optional services. MSI will perform the services pursuant to the established
protocols established by consultations between the Client and MSI.
The document conversion will be performed at the Colorado MSI secure facility. This facility is a stand-alone concrete
twin T construction and has been specifically designed to allow for the most efficient document conversion workflow
possible. With (24) twenty-four video surveillance and monitoring, computerized card key access, controlled access at
all entry points, and a state-of-the-art network infrastructure, MSI can meet all the demands as outlined in this SOW.
MSI recognizes the importance of securing our customer's documents and data. MSI has taken a multi -layered
approaching to provide the best possible security against unauthorized access as well as damage, theft and other
physical threats. The Insurance Services Offices (ISO) classifies our facility as Masonry Non -Combustible (Type 4
Construction). Construction includes reinforced doorframes, concrete walls and roof. All access points as well as
document storage and processing areas are monitored 24/7 via CCTV system and central station alarm system. All
3 — Business Confidential Corporate Office
7050 South Yosernite Street
msirnagtrs corn Cs 1tenniat. CD 80112
r. 303.773 3750
F. 303 773 3785
�MSI
MOUN1-AIN STATES IMAGING
www.msimaging.com 1866.771.3750
access points are controlled by RFID card access. Production areas are physically separated, and all visitors must
present proper identification to access our facility.
The MSI data center is secured separately with restricted access, and is located in an interior area of our facility. All
data capture and processing occurs on our client server based network with advanced security. MSI requires all users
to log into its network using unique user accounts. All access and processes are monitored and logged. Our network
design includes advanced firewalls. Our network architecture is such that we can complete isolate production systems
from other areas of operations if security requirements dictate. Our data center features conditioned power and the
facility is monitored via CCTV.
SCOPE OF SERVICES
Mountain States Imaging (MSI) understands that the following criteria is expected for Weld County scope of services.
The County needs a vendor partner to perform document scanning for Planning Department Historical Research Files.
Criteria for MSI provided services are as follows:
• MSI to pick up records located at 1555 N 17th Avenue, Greeley, Colorado — Weld County Planning Dept
• Documents will be safely transported to MSI's secure facility located in Centennial, CO using a dedicated
"Hot Shot" route
• MSI will label and track all records in a custom -developed software throughout the conversion process
• Once at MSI, image testing will be provided to demonstrate samples of Black and White, Grayscale, and
Color, for both quality, and file size
• All documents will be imaged at a resolution of 300dpi
• All documents will be OCR'd for text searchability
• Documents are identified within folders at each primary binding or clip
• Maps shall be scanned in color or grayscale, and can be moved to the end of a "document"
• Any documents that are of poor quality in their original state will be stamped with a "PQ" stamp prior to
scan
• Sticky notes will be scanned as separate images
• All documents will have a document type of "Historical Documents" and all stand-alone maps will have a
document type of "Historical Map"
• PDF's will be named by Section, Township, Range, followed by a sequential number of documents, e.g. S-T-
R_#.pdf, 2-5-66_1PDF; 2-5-66_2.pdf
• All documents will be scanned and returned in 2-3 weeks. Information needed by the Planning Department
during that time will be handled through a rush pull
• Files will be delivered with load file into ApplicationXtender
3. Additional Terms and Conditions Applicable Services Provided Under this SOW.
MSI will retain all right, title and interest in and to development tools, know-how, methodologies, processes,
technologies or algorithms used in providing the Services, which are based on trade secrets or proprietary information.
No license to any patents, trade secrets, trademarks or copyrights is deemed to be granted by either party to any of its
patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in the Agreement. Rights
associated with any joint development projects will be subject to future discussion and under a separate agreement
with terms to be mutually agreed upon by both parties.
MSI and Client agree that: (a) Client has knowledge of and control over the conditions and constraints of Client's
facilities, and IT environment; and administers how the services on Client's IT infrastructure are performed; (b) MSI
may undertake a course of action under this engagement which was unforeseen at the time the SOW was executed but
is necessary, arises from a latent or unusual condition, is at the direction of the Client, or results from an act of
4 — Business Confidential
ms magng Carr
Corporate Office
7050 5t uth Yosemite Street
Ceore niai. CO 80112
T. 303 773 3750
F. 303 773 3785
www.rnsimaging.com 1866.771.3750
omission of the Client and, by changing MST's manner, method, or scope of work, increases MSI's cost or schedule to
perform; (c) should MSI's cost or schedule to perform so increase, MSI will have the right to an equitable adjustment to
the price, schedule, and/or terms of the SOW for such changes even if these changes have not been submitted through
the project change process set forth in this SOW.
SIGNATURE BELOW BY CLIENT'S AUTHORIZED REPRESENTATIVE IS CLIENT'S CONSENT TO AND AGREEMENT TO BE BOUND BY THIS
STATEMENT OF WORK
Client
By:
(Authorized Signature)
(Typed or Printed Name)
Its:
(Title)
(Effective Date)
WELD COUNTY:
ing, LLC
(Autho zed
P. Ryan andela
(Typed or Printed Name)
Its.
Account Executive - MSI
(Title)
(Date)
05/16/2018
ATTEST: BOARD OF COUNTY COMMISSIONERS
BY:
Clerk to the Board WELD COUNTY, COLORADO
Deputy Clerk to the Board Steve Moreno. Chair
APPROVED AS TO SUBSTANCE:
Elected Official or Department Head
Chief Information Officer
5 — Business Confidential
www.msimaging.com 1866.771.3750
MOUNTAIN 'o Ar€5 IMAGING
Client Pricing Structure
W t Full R pre
No Reprep
Tot l Colt
+$0.03/Image
$0.0525/Image
umber oeeks`#o
complete project
'
3
3
MSI estimates range of images to be: 50,000 — 60,000 Images.
Based on MSI's pricing, range for scanning without re -assembly is $2,625 - $3,150.
Pricing for Large Format: $0.78 Per Image
Pricing based on the following assumptions as provided in the REP:
• 30 feet of accordion folders with individual file folders
• Estimate 30-50 individual file folders per linear foot
• Estimate 2-5 maps per individual file folder.
• Folders organized and labeled by Section, Township, Range
• Each file folder may contain loose papers, stapled and/or paper -clipped with various paper sizes and
types;
o Possible paper sizes: 8 1/2x11", Legal, 11"x17", 24"x36", 36"x36"
o Paper types: standard copy, onion skins, tracing paper, maps
• Simplex and duplex documents; estimate 90% simplex
• Empty folders are strictly placeholders for future information and can be skipped
6 — Business Confidential
Corporate Office
7050 Soatll Yoserr,lte Street
Cetrter,nial CO 80112
T. 303 773 3750
F. 303 7733785
MEMORANDUM
TO: Esther Gesick, Clerk to the Board May 10, 2018
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B1800071
Historical Document Scanning -Property Research
BOCC Approval Date: May 14, 2018
Bids were received and opened on March 29, 2018 for B1800071 Historical Document
Scanning -Property Research (PL -382). Three (3) bids were received ranging from
$4,014.00 to $9,900.00. Two bid options were requested — without full reprep of files,
and with full reprep of files. Attached is the bid tabulation for your information.
The Information Technology staff reviewed all of the bids and presented the bid
tabulation to Michelle Martin, Planning. With Tom Parko's approval, they would like to
select the low bid for the full reprep of files. Mountain States Imaging out of Centennial,
CO proposed the lowest cost solution of $5,862.00; they meet the requirements
documented in the bid.
With the above information, I recommend the board award the B1800071 Historical
Document Scanning -Property Research (PL -382) bid to Mountain States Imaging out of
Centennial, CO for a total amount of $5,862.00.
020ic-1344
LI _ Cool
DATE OF BID:
REQUEST FOR:
DEPARTMENT:
BID NO:
PRESENT DATE:
APPROVAL DATE:
March 29, 2018
Historical Document Scanning -Property Research
INFORMATION TECHNOLOGY / Planning Department
#B1800071
April 30, 2018
May 14, 2018
WELD COUNTY Dept. of Information Technology
1401 North 17th Avenue, Greeley CO 80631
E-mail: nwonderweldgov.com
Phone: (970) 400-2562
Fax: (970) 304-6572
The Planning department has 30 linear footage of Property Research data for historical scanning, estimating 61,600 images (smaller than 11"x20")
and 1000 maps (larger than 11 "x20"). "Full Reprep" is the process of returning scanned files to their original state with paperclips, binders, and/or
staples in their original file folders.
Vendor Name
Cost
Without Reprep
With Full Reprep
Address
Mountain States Imaging
7050 South Yosemite Street
Centennial, CO 80112
Cost per Image:
$0.0525
$0.0825
Cost per Map:
$0.78
$0.78
Grand Total:
$4,014.00
$5,862.00
DocuTek, Inc.
750 West Hampden Avenue, L-105
Englewood, CO 80110
Cost per Image:
$0.0625
$0.0975
Cost per Map:
$0.99
$0.99
Grand Total:
$4,840.00
$6,996.00
RMMI — Digital Document Solutions
9164 Marshall Place
Westminster, CO 80031
Cost per Image:
$0.12
$0.15
Cost per Map:
$0.75
$0.75
Grand Total:
$8,142.00
$9,990.00
-- Bids are being reviewed at this time by dept.
2018-1361
4/w
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