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Master Services Agreement
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN WELD COUNTY & BUSINA$4 $911419 BYSUMS„81M), Inc.
Counts Imaalna System and Sack -scanning
THIS AGREEMENT is made and entered into this 30th day of September, 2016, by and between the County of Weld, a body
corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street,
Greeley, Colorado 80631 hereinafter referred to as "County," and Business Imaging Systems (BIS), Inc., a corporation, who whose
address is 13900 North Harvey, Edmond, OK 73013, hereinafter referred to as "Contract Professional".
WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as
more particularly set forth below; and
WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing
to perform the services according to the terms of this Agreement.
WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience
necessary to provide the services as set forth below;
WHEREAS, County desires to retain Contract Professional as an independent Contract Professional to perform services as
more particularly set forth below; and
WHEREAS, Contract Professional has the ability, qualifications, and time available to timely perform the services, and is willing
to perform the services according to the terms of this Agreement.
WHEREAS, Contract Professional is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience
necessary to provide the services as set forth below
NOW. THEREFORE, in consideration of the premises and obligations contained herein, it is agreed as follows:
1. Purpose
BIS provides a variety of technology -related services to its customers. This Agreement describes the terms and conditions under
which Customer may engage BIS to perform services for Customer. The terms of this Agreement are contained in the terms recited
in this document and in Exhibits A (SOW B1600105 Training and Professional Services for County Imaging Project) and B (SOW
B 1600104 Back -scanning Sheriff's Office Conceal/Carry Permits), each of which forms an integral part of this Agreement. Exhibits
A and B are specifically incorporated herein by this reference. County and Contract Professional acknowledge and agree that this
Agreement, including specifically Exhibits A and B, define the performance obligations of Contract Professional and Contract
Professional's willingness and ability to meet those requirements. This Master Services Agreement may also govern additional
SOWs that are agreed to in writing by the parties.
2. Definitions
The following definitions apply to this Agreement and any related Statement of Work.
2.1 "Code" means computer -programming code. Unless specifically stated otherwise in the SOW, Code includes Binary Code but not
Source Code. "Binary Code" means Code that loads and executes without further processing by a software compiler or linker or
that results when Source Code is processed by a software compiler. "Source Code" means human -readable form of Code and
related system documentation, including comments and any procedural language.
2.2 "Deliverable" means any Code, Documentation or other materials procured or prepared by BIS under a SOW for delivery to
Customer, and any other objects identified as Deliverables in a SOW
2.3 "Documentation" means written information prepared under a particular SOW, including text or graphic files.
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2.4 "Services' means the services and Deliverables to be provided by BIS to or for the benefit of Customer, as described in a SOW.
Such services may include, but are not limited to, technical support, consulting, or education services.
2.5 "Statement of Work" ("SOW") means a written document executed between the parties, or when authorized by BIS, an order form
signed only by Customer, that includes at least the following information: (1) a description of the Services and Deliverables; (ii) the
parties' responsibilities; (iii) the service fees and method of calculation.
3. Rules of Engagement
3.1 Initiating Services. All services provided by BIS to Customer shall be implemented through individual Statements of Work. A SOW
will become effective upon execution by authorized representatives of both parties, unless the SOW is in the form of an order form
signed by Customer, which will become effective upon acceptance by BIS.
3.2 SOW Integration. This agreement will be made a part of each SOW, and the Agreement terms and conditions will apply to each
SOW. If a SOW contains provisions inconsistent with this Agreement, the SOW provisions shall prevail with respect to that SOW.
This Agreement by itself does not obligate a party to provide any services or enter into any SOW.
3.3 Change Order. Any changes to the obligations of either party or to any other material aspect of a SOW will require a written change
order signed by both parties that describes the changes and any related cost adjustments.
3.4 Acceptance. Services will be deemed satisfactory to and accepted by Customer unless within thirty (30) days after submission to
Customer, Customer gives BIS written notice of aspects in which the Services do not meet the SOW requirements. Upon receipt
of such written notice, BIS will use commercially reasonable efforts to make such changes as will be required to correct any
deficiencies.
4. Responsibilities
4.1 Assumptions. The description of the Services and related compensation amount in each SOW will be based upon information
Customer provides to BIS and upon any assumptions set forth in the SOW. Customer acknowledges that if the information provided
by Customer is incomplete or inaccurate, or if the stated assumptions are not correct, then the parties will modify the SOW pursuant
to Section 3.3 above.
4.2 Customer Assistance. Customer agrees that it will reasonably cooperate with and assist BIS in BIS's performance of the Services.
4.3 Project Managers. Each party shall appoint a project manager ("Project Manage() for each SOW. Each party may replace its
designated Project Manager upon written notice to the other party.
4.4 Protection of Customer System. Customer is solely responsible to take appropriate measures to isolate and back up its computer
system, including its computer programs, data and files, and to take other actions necessary to protect its system and data.
4.5 Site Regulations. BIS employees performing Services on Customer premises shall observe reasonable safety and security
protocols of which BIS is notified in writing. While working on -site with the Customer, BIS personnel shall abide by all reasonable
workplace rules that are obvious or made known to them, such as smoking restrictions, drug -free workplace rules, parking zones,
physical and network security policies, privacy policies and hours of operation.
5. Compensation and Payment Terms
5.1 Compensation for Services, Expenses. Customer shall pay all the amounts specified in the relevant SOW, including, without
limitation, compensation for Services and all reasonable out-of-pocket expenses incurred in the performance of the Services at the
written request of the Customer, and for any non-standard expenses incurred at the written request of Customer.
5.2 Purchase Order. Prior to the start date of a SOW, Customer shall issue a Purchase Order ("PO") equal to the amount specified in
the SOW. If Customer does not issue POs, Customer shall submit in the SOW the following: (i) Customer's internal tracking number
for the SOW; (ii) amount specified in the relevant SOW; (iii) billing address; and (iv) purchasing contact.
5.3 Invoicing Unless otherwise agreed in a SOW, service fees and expenses shall be calculated by BIS on a monthly basis and
invoiced to Customer within fifteen (15) days after the end of each month. If payment is for product orders, BIS will invoice for 50%
up front.
5 4 Payment. Payment shall be due thirty (30) days from the date of invoice, All payments shall be made in U.S. dollars. Payments
made later than the due date will accrue interest from the date due to the date paid at the lesser rate of one percent (1%) per month
BIS -- Master Services Agreement
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or the maximum allowed by applicable law. If a payment is late, BIS shall be entitled to suspend performance of the Services and,
at its option, terminate the relevant SOW on written notice_
5.5 Taxes. Payments made by Customer to BIS are exclusive of applicable taxes. Customer will pay and bear the liability for any taxes
associated with the delivery of all Services, including sales, use, excise, and value added taxes VAT but excluding: }, (i) taxes on
BIS's net income, capital, or gross receipts, or (ii) any withholding tax imposed if such tax is allowed as a credit against U.S. income
taxes of BIS, such as a withholding tax on a royalty payment made by Customer where required by law. If Customer is required to
withhold taxes, Customer will furnish BIS receipts substantiating such payment. If BIS is required to remit any tax or duty on behalf
or for the account of Customer, Customer will reimburse BIS within thirty (30) days after BIS notifies Customer in writing of such
remittance. Customer will provide a valid tax exemption certificate in advance of any remittance otherwise required to be made by
BIS on behalf or for the account of Customer, where such certificate is applicable.
6. Intellectual Property
6.1 License. Subject to payment of all applicable fees for Services and Deliverables provided to Customer, BIS grants to Customer,
and Customer acquires, a nonexclusive, nontransferable, worldwide, perpetual, royalty -free (other than payments identified in the
relevant SOW) license to use, execute, perform, reproduce, display and distribute the Deliverables internally within Customer All
proprietary rights notices must be faithfully reproduced and included on all copies, modifications and adaptations.
6.2 Ownership. Except as expressly provided otherwise in this Section 6 or any SOW, BIS (and/or its licensors) retains on an exclusive
basis all right, title and interest in and to any intellectual property developed, delivered and/or used by BIS in the performance of
this Agreement. Neither this Agreement nor any SOW changes ownership of any pre- existing materials.
6 3 Protection of Deliverables. Customer agrees to take all reasonable steps to protect Deliverables under this Agreement, and any
related Documentation, from unauthorized copying or use. If a Deliverable consists of software, the source code of such Deliverable
shall be deemed to include trade secrets of BIS and/or its licensors and is not licensed to Customer. Customer agrees not to modify,
disassemble or decompile any such Deliverable in order to discover the trade secrets contained in the source code or for any other
reason.
6.4 Restrictions. Except as expressly authorized in this Agreement, Customer agrees not to rent, lease, sublicense, distribute, transfer,
copy, reproduce, display, modify or time share any Deliverable.
6 5 Employees. The Customer shall not hire, directly or indirectly, employees of BIS who were involved with the delivery of services
identified in the SOW for a period of one (1) year after the end of the SOW, without BIS's express written permission.
7. Warranty
7.1 Warranty for Services. BIS warrants that the Services shall be performed in a professional manner in accordance with generally
accepted industry standards. Unless otherwise stated in the SOW, this warranty shall be effective for ninety (90) days following
acceptance of the Services in accordance with Section 3.4. Upon breach of this warranty, BIS's obligation is to correct the Services
so that the Services comply with this warranty.
7.2 Exclusions. This warranty excludes non-performance issues that result from third -party hardware or firmware malfunction or defect;
software not developed by BIS; incorrect data or incorrect procedures used or provided by Customer or a third party; or defects
which are outside the reasonable control of BIS_ Customer will reimburse BIS for its reasonable time and expenses for any Services
provided at Customer's written request to remedy excluded non-performance issues. This warranty shall immediately cease if
Customer or any third party modifies any portion of a Deliverable and/or modifies Customer's system so that a Deliverable is no
longer functional or appropriate.
7.3 Disclaimer. Except as expressly described in this warranty section, BIS makes no warranty of any kind. BIS disclaims and excludes
all other express, implied, and statutory warranties, representations, and conditions with respect to services and deliverables,
including the implied warranties of merchantability, good title, non -infringement, and fitness for a particular purpose. BIS does not
warrant that the Services or any Deliverables provided will be without defect or error.
8. Confidential Information
8.1 "Confidential Information" means (i) the terms of this Agreement and any SOW, (ii) Customer documents, files and data which BIS
has accessed in performing the Services, and (iii) any other information that the disclosing party ("Discloser") desires to protect
against unrestricted disclosure by the receiving party ("Recipient") and that (a) if disclosed in tangible or electronic form, is marked
in writing as confidential or (b) if disclosed orally or visually, is designated at the time of disclosure as "confidential."
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i
8.2 Exclusions. Confidential Information will not include any information that is (i) already in possession of Recipient without obligation
of confidence (ii) independently developed by Recipient; (iii) becomes publicly available without breach of this Agreement; (iv)
rightfully received by the Recipient from a third party without obligation of confidence; (v) released for disclosure by the Discloser
with its written consent; or (vi) required to be disclosed pursuant to court or government agency order or rule,
provided that before
disclosing any otherwise Confidential Information, Recipient provides reasonable notice of such order or rule giving Discloser
opportunity to object to or limit such disclosure.
8.3 Obligations. The Recipient of Confidential Information agrees to exercise reasonable care to protect Confidential Information from
unauthorized disclosure, which care shall not be less than the Recipient exercises to protect its own confidential information. The
Recipient may disclose Confidential Information only to its employees or agents who need to know such information and shall
contractually require such employees or agents to comply with the obligations of confidentiality
8.4 Expiration of Duty. Recipient's duty to hold Confidential Information in confidence expires five (5) years after Agreement termination;
expiration of this duty shall not modify other restrictions on the Recipient, such as any y patent or copyright restrictions or additional
obligations with regard to Customer confidential information.
8 5 "Residuals" means technical information or know-how retained in an employee's memory. but does not include information
deliberately memorized to classify it as Residuals Either party shall be free to use for any purpose Residuals resulting from access
to or work with Confidential Information provided that such party otherwise complies with the confidentiality obligations contained
in this Section 8. However, this provision does not grant either party a license under the other party's patents or copyrights, nor
does it give the Recipient the right to disclose business plans or financial, statistical, or personnel data, nor does it allow for any
purpose the literal copying of a document. The Recipient shall have no obligation to limit or restrict the assignment of persons with
Residuals.
8.6 Public Records. Contract Professional 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.
9. Indemnification and Insurance
9.1 Infringement Indemnity. Subject to the limitations in Section 10, BIS will indemnify, defend and hold Customer harmless from any
final judgment awarded against Customer, or settlement to which BIS agrees, which provides that any Deliverable supplied by BIS
infringes any U.S. copyright or U.S. patent of any third party, provided: (i) Customer promptly notifies BIS in writing of the initial
claim; and (ii) BIS shall have the sole control of the defense of any action and all negotiations for settlement and compromise.
9.1.1 Remedy. Should any Deliverable provided by BIS under this Agreement, or the operation of any such Deliverable, become, or
in BIS's opinion is likely to become, the subject of infringement of any U.S. copyright or U.S. patent, BIS's sole obligation and
Customer's exclusive remedy under this Section shall be, at BIS's option and expense, either to procure for Customer the right
to continue using the Deliverable, to replace or modify the Deliverable so that it becomes non -infringing, or to grant Customer a
refund of the amounts paid by Customer.
9.1.2 Disclaimer. BIS shall have no responsibility for infringement to the extent the infringement results from (a) compliance with
Customer's designs or instructions, (b) a modification not authorized in writing by BIS, (c) use or combination with third part
software, equipment, or data, (d) non -licensed use, (e) third party software provided under this Agreement, orparty
technology incorporated in or provided with Services or Deliverables. g (f) open source
9 2 General indemnity. To the extent permitted by law, each party (the "Indemnifying Party") will indemnify, defend, and hold the other
party, its officers, directors, employees, and/or shareholders, harmless from any final court judgment (or settlement to which the
parties have agreed) arising from personal injury or tangible property damage which is determined by a court to be caused by the
negligence or willful misconduct of the Indemnifying Party or its authorized employees relating to this Agreement. The Indemnifying
Party's liability under this Section shall be reduced proportionally to the extent that any act or omission of the other party, or its
employees or agents contributed to such liability. "Tangible property" does not include electronic files, data, or other electronic
information.
9.3 In§urance. Each party will maintain reasonable amounts of insurance, which shall at least meet any limits required by law, for public
liability, property damage, employer's liability and workers compensation
10. Limitation of Liability
10.1 Disclaimer. Neither party shall be liable to the other for any indirect, special, incidental or consequential damages, (including loss
of profits or business) arising under or relating to this agreement or any sow, even if the other party has been advised of the
possibility of such damages.
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11. Term and Termination
11.1 Term. This Agreement commences on its Effective Date and, unless otherwise terminated as set forth below, ends after five (5)
years from Effective Date or when a party terminates such for its convenience by providing the other with written notice, which
notice shall become effective ten (10) business days after receipt thereof.c
11 2 Termination For Cause. Either party may terminate the Agreement or any SOW upon written notice for the substantial breach by
the other party of any material term, if such breach is not cured within thirty- (30) days following receipt of written notice of breach
from the non -breaching party. Termination shall be in addition to any other remedies that may be available to the non -breaching
party.
11.3 Consequences of Expiration and/or Termination.
11.3.1 Effect of Termination. Unless otherwise agreed to in writing; upon Agreement termination, any SOW then in effect will
immediately terminate.
11.3.2 Termination Payment. In the event of termination of a SOW, Customer shall pay BIS the amounts specified in the Costs Section
of each such SOW relating to work performed by BIS prior to and including the date of termination, as well as any additional
costs or expenses which BIS has incurred or contracted for with respect to the Services and is unable to avoid. Additionally, all
property of each party in possession of the other party; relating to such SOW shall be returned, including, without limitation, any
Deliverable provided to Customer by BIS under such SOW but not yet fully paid for by Customer Except in case of breach by
Customer, Customer may retain a license under Section 6.2 to use incomplete Deliverables for which it has paid; however, all
warranties regarding such Deliverables shall cease.
11.3.3 Survival of Terms. The provisions of this Agreement which by their nature extend beyond the termination of the Agreement will
survive termination or expiration of the Agreement.
12. General Provisions
12 1 Separate Software License. The Services may be in support of a Customer license to software under a separate agreement. Such
separate agreement shall govern all use by Customer of such software, and this Agreement shall relate solely to the Services. This
Agreement is not intended to modify in any way the licensing, warranty, or other agreement provisions for software products
separately licensed by Customer from BIS or any other party, except as expressly provided herein or in a SOW
12.2 Notice. Unless otherwise agreed to by the parties, all notices shall be deemed effective when made in writing and received by
either (i) registered mail, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) fax with confirmation, addressed and
sent to the receiving party's address specified in the introductory paragraph to this Agreement, with the original of the notice being
addressed to the Project Manager (with respect to any SOW)
12.3 Force Majeure. If either party shall be prevented from performing any portion of this Agreement by causes beyond its control,
including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or
services or acts of God, such defaulting party shall be excused from performance for the period of the delay and for a reasonable
time thereafter.
12.4 independent Contractor. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create an
employment or agency relationship or a partnership between a party and the other party or the other party's employees or agents.
Each party shall be solely responsible for payment of its employees' salaries (including withholding of income taxes and social
security), workers compensation, and all other employment benefits.
12.5 Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado and
applicable U.S. federal laws, without regard to conflicts of laws provisions. Venue for any actions arising under or relating in any
way to this Agreement shall vest exclusively in the courts of general jurisdiction of the State of Colorado
12.6 Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or
unenforceable, the remaining provisions or portions shall remain in full force and effect.
12.7 Waiver. No waiver of any Agreement right shall be effective unless in writing signed by an authorized representative of the waivin
party. No waiver of a right arising from any breach or failure to perform shall be deemed a waiver of any future right. g
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12.8 pindino Effect/Assignment. This Agreement is binding upon the parties' respective representatives, successors, and assigns.
Neither party shall transfer or assign this Agreement without the prior written consent of the other party. However, neither party
shall unreasonably withhold consent to an assignment of this Agreement.
12.9 Subcontracting Services. BIS may subcontract any portion of the Services to a third party contractor with the prior consent of
Customer, provided that BIS remain fully responsible to Customer for the delivery of the Services.
12.10 Use of Customer Name. With Customer's written permission, BIS may use and publish Customer's name in its customer lists, lists
of referrals for other customers (or potential customers), and in other promotional information, including, but not limited to, press
releases, brochures, reports, letters, white papers, and electronic media such as e-mail or Web pages.
12.11 Compliance with Law. Contract Professional shall strictly comply with all applicable federal and State laws, rules and regulations
in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices.
12.12 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.
12 13 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.
12.14 Entire Agreement. This Agreement, including any SOW, is the entire agreement between the parties with respect to the subject
matter and supersedes any prior agreement or communications between the parties relative thereto, whether written or oral. This
Agreement and/or any SOW may be modified only by a written addendum or change order signed by authorized signatories of
both parties. The terms of any invoice, purchase order or similar document will not modify this Agreement.
CONTRACT PROFESSIONAL: Business Imaging Systems (BIS), Inc.
By:
Printed:
Title:
Date:
Jason Mcmanus
VP of Sales
10/3/2016
WELD COUNTY:
ATTEST:
Weld C
BY:
lerk to the : oa d
Deputy Clerk /• th- : oard
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Mike Freeman, Chair
OCT 1 o 2013
BIS — Master Services Agreement
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O. os7,g
Exhibit B: Statement of Work
81600104 - Back -scanning Sheriffs Office Conceal/Carry
Permits (SO -381)
Document
Management
Document Date: July 19, 2016
NOTICE: This document contains proprietary or legally privileged information. It is provided by BIS to the addressee listed below, and his/her
designees, to be used in evaluating the business proposal contained herein. Any other use of the information contained in this document is
prohibited. This document may not be distributed to third parties, provided to other competitive vendors, or reproduced without the express
written permission of BIS.
No confidentiality or privilege is waived or lost by any miss -transmission of this document. If you receive this document in error, please
immediately delete it and all copies of it from your system, destroy any hard copies of it and notify the sender. You must not, directly or
indirectly, use, disclose, distribute, print, or copy any part of this message if you are not the intended recipient. However, Contract Professional 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.
Document Prepared By: Document Prepared For:
477%
1
1
1401 North 17Th Avenue
Greeley, CO 80631
Contact: M ike Rusnack
Phone: (405) 418-7418
mrusnack@bisok.com
Carol Lessner
(970) 400-2532
cgessner@weldgov.com
1
Contents
Statement of Work 3
IMPLEMENTATION PROCESS - BACK -SCANNING SERVICES 3
Phase 1— Project Kickoff (within 30 days following issuance of signed contract and/or purchase order) 3
Phase 2 — Project Process Setup and Testing (Approx. 2 Weeks)** 3
Phase 3 —Sample Review and Acceptance (Approx. 2 Weeks) 3
Phase 4— Production — (5 weeks) 3
Phase 5 — Retrievals —As Required.3
Phase 6 —Product Delivery— (1 week) 3
Phase 8— Project Closure — (1 week) 4
Phase 7— Record Disposition — (2 week) 4
Timeline 4
CHAIN OF CUSTODY 4
ASSUMPTIONS 5
COUNTY RESPONSIBILITIES 5
RECORD REMOVAL, INVENTORY, BOXING AND TRANSPORT TO SCAN LOCATION 6
BOX LABELING 6
DOCUMENT PREPARATION TRAINING & GUIDANCE 6
DOCUMENT PREPARATION 7
PAPER DOCUMENT SCAN TO DIGITAL IMAGES 7
DOCUMENT INDEX STRUCTURE 8
DIGITAL DOCUMENT DELIVERY 8
RETREIVALS DURING CONVERSION 8
2
Statement of Work
This Statement of Work (SOW) is an exhibit to the BUSINESS IMAGING SYSTEMS (BIS), Inc. Master Services
Agreement ("Agreement"), effective as of September 30, 2016 by BIS and the BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF WELD, STATE OF COLORADO pursuant to the terms of the Agreement.
The sections below will provide an overview of the work to be performed by BIS.
IMPLEMF N TA fi ION PROCESS -- BACK -SCANNING SERVICES
A strict set of written standard operating procedure (SOPs) are used in the compliant handling, management,
storing and processing of all client's records. Our team focuses on receipt and processing of physical records
Phase 1 Project Kickoff (within 30 days following issuance of signed contract and/or purchase order)
• Initial kickoff meeting
• Establish timeline for a site survey
• Arrange travel
• Conclude site survey; finalize sample and production details
Phase 2 — Project Process Setup and Testing (Approx. 2 Weeks)**
• Develop document preparation directions
• Create Grooper capture process for scan, image processing, image review (QC) and data review
(indexing)
• Test small batches of documents for setting optimization, if applicable and able, not part of production
process
** NOTE: if electronic samples can be captured and provided to BIS the process can be built and tested prior
to arriving on site for production work. If this is not possible it will increase the time and cost of the
production cycle.
Phase 3 — Sample Review and Acceptance (Approx. 2 Weeks)
• Provide client with sample for review against stated requirements via agreed upon delivery method or
alternative until AX infrastructure is established i.e. Secure FTP
• Receive formal written acceptance acknowledging sample is representative of production
Phase 4 — Production — (5 weeks)
• Ship equipment and supplies
• Setup scan station
• Remove records from file cabinets, box, label and capture content range at box level
• Prepare physical documents for scan
• Scan documents
• Image review (100% QC); apply flag images for rescan
• Perform rescans as necessary
• Index documents accordingly to required fields outlined in RFP
• Export images to BIS repository; perform random audit
• Output digital images in required file formats (TIFF) to client AX repository
Phase 5 - Retrievals - As Required
For records in the midst of the conversion process: document preparation or scanning. Retrieval requests will
be available Monday through Friday from 9am to 4pm. Service level requests for retrievals are: Next Day,
Same Day (within 4 hours of request, if received by Noon) and RUSH (within 2 hours if received BY 2pm;
otherwise process first thing next day). NOTE: interrupts to the production workflow may extend project
timelines for document prep and scan. See "Retrievals During Conversion" section for handling of documents
removed form files before BIS begin the preparation and scan steps.
Phase 6 -Product Delivery- (1 week)
• Images delivered as direct upload to clients AX Application
a
Phase 8— Project Closure — (1 week)
• Project close meeting to review all deliverables
• Sign off on deliverable met
• Upon closure all images purged from BIS file stores
Phase 7— Record Disposition — (2 week)
• Records left in boxes post scanning by BIS and handled by client
• Records storage awaiting bullet above
Timeline
High
Work
-Level
Description
of
Wk1 Wk2
Wk4
Wk6
Wk7
A:J
LI.1�
Project
Mana:
ement
Retrievals
- as re I
uired
Phase
1
- Project
Kickoff
Phase
2 -
Process Setup
& Test
Phase
Acceptance
3 - Sample
Review &
Phase
4
-
Production
High -Level Description of
Work
Project Management
Retrievals - as required
Phase 4 - Production
Phase 5 - Product Delivery
(TBD)
Wk8 Wk9
Wk10 Wki1 Wk12 Wk13 Wk14
Week 10 & 11 are off -site back -end processing of images capture.
High -Level Description of
Work
Project Management
Phase 6 - Project Closure (TBD)
Phase 7 - Records Disposition
(NA]
Wk1 S Wk16 Wk17 W'k18 Wk19 W
IkatI2LCIMM risen
• Conversion Pick up Slips, if applicable or completed and signed by BIS and client of what has been pickup
up. In the case of on -site projects these are not completed.
• Bar code labels are applied to all boxes.
4
• An inventory listing of files, by unique number ranges, being removed from cabinets will be annotated on
an inventory sheet which will correspond to a unique box barcode number.
o A copy will be given to Sherriffs office and one maintained by BIS in the event a physical file needs
to located during or post the conversion process.
• Each unique box barcode number is entered into BIS's Inventory tracking system for chain of custody.
o All boxes will be assigned in our "system inventory" a unique identifier location that represents the
actual Sherriff's Office, ostensibly meaning BIS has chain of custody of these. Once the boxes are
moved out of the production work area the boxes will be reassigned to a location designated
"dock" which will mean the client's storage location. Ostensibly once the boxes are reassigned the
"dock" location BIS is returning chain of custody to the client.
o All boxes are tracked through the conversion process using these proprietary tools and utilities to
ensure that a box can be located quickly for retrievals..
The following assumptions were made during the creation of this document. If any of the assumptions below
are found to be invalid during the project, a change order may be required for additional services.
• BIS assumes all records are in Good or better condition with no signs of brittle paper or disintegrating
pages.
• BIS assumes there is no water damaged or mold or mildew requiring records restoration services.
• If Client requires records access while the records are in process, Client will be responsible for the
removal and tracking of the file and its subsequent re -integration into the proper file location.
o If that files location has already been scanned, the file will be treated at the end of the project.
Client will need to maintain a mechanism for tracking and identifying those files needing
processing at the end of the project.
• BIS expects WELD COUNTY's office to make available a primary point of contact to answer questions in
a timely manner.
• Advanced copies, or sample electronic images will be made available so BIS can properly setup project
processes prior to arriving on site to perform actual back -scanning work.
• Retrievals during the back -scanning process will be minimal so not to disrupt the workflow and
timeline of the project.
• Use of separator sheets left in the file boxes will serve as sufficient reassemble to save the client costs
and time in completing the project.
C��SPON$18lLITl�
1. Upon award of contract Weld County will post to a secure FTP site example of the 5 doc types so BIS may
begin to build and train the Grooper software on recognizing and classify documents.
2. Delivery of data set immediately following contract awarding. -This data set is represented by a client
provided spreadsheet.
3. Making facilities available Monday through Friday 8am to 5pm and Saturdays 8am to 5pm, as required.
4. Provide 1.2CF standard records storage boxes.
5. Identify point of contact for BIS to use for shipment of supplies via FedEx or UPS.
6. Prompt removal of records that have been scanned and boxed.
5
7. Make available a copier to copy cover of file folders, if necessary
4
AND TRANSPO
BIS will provide services to inventory each box and its contents.
• BIS will be responsible for taking files out of filing cabinets, placing in banker boxes, writing on banker
box the range of unique numbers (file folders are stored sequentially); alternatively for efficiency
purpose files will be first placed on special rolling file carts provided by BIS, transported on these
rolling file carts to the scanning location 20-25 feet away.
• BIS will record the file number range of each drawer removed and placed on the cart. Following
scanning the files will be placed in a records storage box and the unique ID range will be written on the
front, outside of the box.
• BIS will affix a unique bar code label to the outside of each box of scanned records for purposes of
positive chain of custody and monitoring throughout the conversion process.
• BIS will produce an inventory transmittal sheet itemizing the file range of each individual box.
BIS uses a color label scheme for monitoring the activity, who performed it and on what date, all as a means
of quality control. Additionally, unique BIS barcode label is applied. The protocol is defined below.
• Barcode Label — White will be placed on the right corner of the box just beneath the lid.
• Prep Label — Purple or Red will be placed right beneath the Barcode Label
• Scan Label — Yellow will be placed right beneath Large Format Label.
• Well Log Label is last (If applicable).
Note: Labels should never cover valuable information written on the box.
Quick Reference Card - ORC
The QRC provides all the information required to properly prepare a client's documents for scanning. The QRC
is based on information obtained from the Statement of Work (SOW), sample documents, and discussions with
client. Below is a sample QRC with an explanation of each section.
Weld County - Sheriff — Document PREP
General Information:
This section provides details on the quality and size of documents, expected documents per box, what to do
with items that cannot be scanned, oversized documents, the scanner that will be used, and the orientation of
the documents.
Removing Documents from the Box:
This section details how to unpack the contents of the box and any special processing that should be done as
documents are unpacked.
Preparation of File Folders and/or Bound Documents:
This section details how file folders and/or bound documents are to be handled. It will detail where separator
sheets are to be inserted, and other processing that needs to be performed.
Preparation of Individual Documents:
This section details how individual documents are to be processed, how sticky notes are to be handled, if items
6
can be taped to the back of a document, etc.
Placement of Documents in Box:
This section details how documents are placed in the box after being prepped, such as Landscape or Portrait,
and how small items are to be placed.
s'a-t5.r+-iF7+a°►wwm.:s�ti..grsw-�•rrst :`r�w.,,„,���..:::.. ,,.r. -a. _
DOCUMENT PP.EPAFtATiti�i
BIS will provide services to prep the documents for scanning as outlined below.
• Folders — Folders may be copied and scanned to be used for indexing purposes and delivered as an
image.
• Folders CAN NOT be cut, they will be scanned using a large format scanner or the pass through
function on the Canon scanner.
• Documents — Within each folder, each stapled group of pages represent 1 document. Within each
maybe up to three document types. A colored break sheet will be placed at the front of each
document.
• Frayed Page Edges — Pages with severely damaged edges or corners may be trimmed during document
preparation.
• Staples/Paperclips/Brads — All staples, paperclips will be removed and discarded.
• Sticky Notes — All sticky notes will be moved to a portion of the page not covering other content;
except for sticky notes used to flag or tab a page, these will be thrown away. If there is not an
available space on the original page, a blank carrier sheet will be used.
• Photographs — will not be processed
• Sealed Envelopes — will not be processed.
• Open Envelopes — will be processed, envelope and content; content will not be placed back into the
envelope post scan
• Tabs — pages with side or bottom tabs will be scanned whether they possess content on them or not.
EXCEPTION: metal tabs cannot be scanned and will be cut off.
• All standard size documents, defined as those 8 1/2x 11 or smaller, will be prepared in the order they
are organized within the file, using left side over right side protocol. Nothing larger than 81/2x 11 will
be encountered. Documents smaller than 3"x5" will be taped to a carrier sheet.
• Re -assembly - Physical records with separator sheets will be left in box, in file order. Empty file folders
will be placed to the back of the box.
• Any media encountered not suitable for scanning including but not limited to CD/DVD's, cassette
tapes, hardback book covers, heavy card stock paper, and records damaged beyond repair will be
ignored (not processed). These items will remain in their original folders. Weld County staff will be
presented these as they are encountered.
i
BIS will provide services to scan all standard size documents.
• All records will be scanned and delivered as standard image -based multi -page Tiff group 4 images, 300
DPI multi- page TIFF. BIS will adjust the sensitivity of this feature to best suit WELD COUNTY's
functional requirements. BIS will scan in color and can then output in greyscale, black and white or
color.
• Images will be delivered in their original orientation (inverted and landscape forms will not be
rotated). No cropping will be performed.
• Images will be de -skewed and de -speckled to the extent possible based on paper condition.
7
• Separator sheet images used by BIS for document separation will not be delivered as an electronic
document page.
• All scanned documents will be placed back into the box in the order in which they were retrieved.
However, they will not be further reassembled after scanning. The inserted color separator sheet used
to denote a new file will be left in.
• BIS will perform blank page drop -out to ensure that both sides of documents that contain information
on the front and the back of the page are imaged and saved. WELD COUNTY will not be charged for
blank pages.
BIS recognizes the indexing for this project is crucial for the ability for Weld County Sheriff to find records.
The 7 fields outlined in the RFP will be used for indexing:
1. Last Name
2. First Name
3. Date of Birth (2 digit month, 2 digit day, 4 digit year)
4. Unique ID number (2 alpha characters followed by 5 digits)
5. Social Security Number (9 digits)
6. Document Type (up to 12 characters; 99% will be 6 or 7 characters)
7. Document Date (2 digit month, 2 digit day, 4 digit year)
Example:
Last name: Gessner
First name: Carol
Date of Birth: 07-04-1980
Unique ID number: SO55555
SSN: 123-12-1234
• Document Type: Revoked
• Document Date: 05-11-2016
BIS will use Grooper to maximize automated capture where possible among type -written index values.
The Unique ID will be manually entered and used to pull back from the data set First and Last Name. BIS
will train Grooper to identify document types and automate document classification as well. All exceptions
or results less than 99% confidence will be shown to an operator for review.
Output digital images in required file formats (TIFF) to client AX repository, when directed to do so.
An agreed upon protocol will be determine between BIS and Weld County Sheriff given that this collection
has a high rate of retrievals. The protocol will establish responsibilities once the file is removed from its
organizational scheme and how it will be re-entered into the scanning process given the integrity of the
order of the physical files is of paramount importance.
8
QUALITY
Daily Quality Assurance Focus:
Quality Assurance
• Overall quality of execution, product output and service delivery
• Soliciting client feedback
• Identifying, communicating and implementing process improvement opportunities
• Identifying and enhancing policies and procedures
Trouble Escalation Process
• Software or hardware issues encountered that staff cannot resolve, a supervisor will be notified.
• If an error message is on the screen, it will not be closed until it is captured and presented to the
Supervisor.
• If it is a hardware problem, the machine is to be shut down then unplugged immediately to prevent
further damaged.
Solution Available
• If a solution is known, it is to be implemented immediately.
• If the issue occurs again in the same day, it will be reported to the Helpdesk.
Workaround Available
• If a solution is not known, but there is a workaround, the workaround will be explained to the staff
member. They will be advised to notify supervisor the next time the issue occurs.
No Solution/Workaround Available
• If a solution/workaround is not known, any errors/logs will be saved as text or screenshot.
• The department manager will be notified, if available, otherwise the issue will be immediately
escalated to the Helpdesk. The staff member will move to a different station, or change tasks at the
instruction of the supervisor.
Image Review and Rescan
All images will be manually reviewed prior to document indexing. This review process is used to
identify and delete blank pages missed by automation, ensure proper document separation,
properly rotate images that are not correctly oriented, and flag images that would benefit from a
secondary scan. This level of review and correction will ensure the highest level of accuracy, and
helps to ensure archived digital data best represents the physical records.
!lNiY SCANNING
BIS has worked with an estimated 200 County/City government agencies. We've performed record services for
approximately half of those.
Best practices are incorporate throughout our standard operating procedures to ensure proper handling and
security of records along with timely, complete, and accurate processing of paper to digital images and lastly
9
compliant records disposition, all with document chain of custody.
Common challenges are the quality and condition of the paper. The organization of the records. The
availability and presentation of the necessary index values to be extracted from the files. Lastly, the
consistency of the types of things throughout a collection.
BIS will have all personnel assigned this project take the CJIS test to become compliant. Resumes have been
provided above. All the below personnel are familiar with and have undergone FBI Background checks and
already participate in a CJIS security program.
Michael Rusnack, Director Record Services — Project Manager
Brandy Cargill, Supervisor Record Services
Tyler Garnett, IT Solution Technician
Christine Garee, Lead for Indexing
Josh Lunsford, Lead for Scan and Quality Control
On -site Senior Conversion Clerk — TBD
BIS may have subcontractors for the onsite scanning. If so, they will be required to take the CJIS test to
become compliant. BIS may exercise an additional staff member (sub -contractor) to perform the boxing and
movement of the boxes from shelving to scan station area, unless the client can provide organic staff to assist.
10
Pricing
Proceed
Item
Per
Hour
item or Per
Cost
of
sterns
or
Total
line Item
ilk5
Prep Work
$41.357
308
1
12
3 _80
Scan Images
$41.35
153.75
$8,357.58
Indexing (If
charged
separately)
$0.04
50,904
$2,036.00
QA costs of
charged separately)
-4-$185.00
$41.35
51.25
$2,119.18
Bulk
Upload
(per
hour)
4
$740.00 �.
Project
Mgmt.
costs
$225.00
18
$4,050.00
Any
charges
(please
special
detail
setup
on
or
a separate
one-time
sheet)
$
1
$11,440.00
Additional
(please
specify
costs
on a separate
sheet)
$
$19,889.55
GRAND TOTAL*
$5,311.4
ewe need a final
Grand Total
of all
Note that
comparison
the
with
Grand
other
Total
vendor
will
be used
responses
for
and
estimated
assumptions
Responses
costs
without
listed
used on
above.
this total
the
will
be
presented
part
of
public
to
the
record).
Commissioners
(thus,
becoming
disqualified.
Note: Hours are based off of Section 4 of RFP, 370,000 pages
11
Special Setup and One Time Charges and Additional Costs Breakout
ITEMS
UNITS
PER UNIT
TOTAL
_.r.
-
Special
Situp or oat -time
charges
Equipment
transport, setup
& teardown
2
$3,500.00
.._
$7,000.00
Batch
Process Build,
test and sample
24
5185,00
$4,440-00
TOTAL
$11.440.00
Add tlonal
Costs
calendar
and
Travel
Las))
&
Expenses
days,
includes
(site survey,
travel,
2 -people
lodging,
for
meals
26
1
$15,000.00
Boxing
205
$5.00
51.025.00
Separator
Sheets
(Case)
10
S175.00
$1,750.00
File
Removal and
Transport
(Firs)
25
$30.00
$750.00
Document Classification
33
S41.35
51,364.55
TOTAL
$19,889.55
--
CONTRACTOR:
WELD COUNTY: C� /,
ATTEST: �� ) 24;e1
Weld . u ty lerk to the Bo
BY:
Deputy Cle S to the Boa
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ike Freeman, Chair OCT 1 U 213
3
13
oZo/G -02702/
MEMORANDUM
9/7
TO: Esther Gesick, Clerk to the Board August 29, 2016
FROM: Ryan Rose, Chief Information Officer
SUBJECT: B1600104
Back -scanning Confidential Records for Sheriff's Office
BOCC Approval Date: September 7, 2016
Bids were received and opened on July 20, 2016 for B1600104 — Back -scanning
Confidential Records for the Sheriff's Office (SO -381). Five (5) bids were received
ranging from $59,368.09 to $200,949.00. Attached is the bid tabulation for your
information.
The Information Technology staff reviewed all of the RFP responses. Business
Imaging Systems, Inc. (BIS) proposed the lowest cost solution of $59,368.09 and meets
the requirements that were outlined in the RFP specifications.
With the above information, I recommend the Board award the B1600104 — Back -
scanning Confidential Records for the Sheriff's Office to Business Imaging Systems,
Inc. (BIS) for a total amount of $59,368.09.
ao/4.-a 7028
WELD COUNTY Dept. of Information Technology
1401 North 17th Avenue, Greeley CO 80631
E-mail: cgessnerAco.weld.co.us
Phone: (970) 304-6570, Ext. 2532
Fax: (970) 304-6572
DATE OF BID: July 20, 2016
REQUEST FOR: Back -scanning Confidential Records for Sheriffs Office
DEPARTMENT: INFORMATION TECHNOLOGY
BID NO: #61600104
PRESENT DATE: August 24, 2016
APPROVAL DATE: September 7, 2016
Vendor Name
Total Bid Amount
Address
Business Imaging Systems (BIS), Inc.
13900 N. Harvey Avenue
Edmond, OK 73013
$59,368.09
Mountain States Imaging, LLC
7050 South Yosemite Street
Centennial, CO 80112
$72,150.00
Acuity Services
1764 Gilpin Street
Denver, CO 80218
$118,959.50
Databank IMX
6701 Baker Rd, Suite #207
Minnetonka, MN 55345
$162,758.00
Ricoh
7245 S. Havana Street, Suite 300
Centennial, CO 80112
$200,949.00
** Bids are being reviewed at this time by dept.**
2016-2728
_L-7-O0O6
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