HomeMy WebLinkAbout20150929.tiff RESOLUTION
RE: APPROVE AGREEMENT FOR PROFESSIONAL SERVICES AND AUTHORIZE CHAIR
TO SIGN - BUSINESS IMAGING SYSTEMS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Professional Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Information Technology, and
Business Imaging Systems, Inc., commencing upon full execution of signatures, and ending
July 1, 2015, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Professional Services between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Information Technology, and Business Imaging Systems, Inc., be, and
hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 8th day of April, A.D., 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: der/1w joido4 EXCUSED
Barbara Kirkmeyer, Chair
Weld County Clerk to the Board r
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Mike Freeman, Pro-Tem
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//P - Steve Moreno
Date of signature:
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2015-0929
IT0003
MEMORANDUM
TO: Esther Gesick, Clerk to the Board April 6, 2015
FROM: Ryan Rose, Chief Information Officer Oa'
r c'L; Y. SUBJECT: BIS Data Migration and System Upgrade Services
Business Imaging Systems, Inc., provides migration and upgrade services for the
Weld County District Attorney Imaging System. This agreement provides services to
migrate images to new storage, and upgrade the imaging software to the latest
version. This effort is expected to be completed by 7/1/2015. The estimated cost is
$27,000 and is approved in the 2015 budget.
We ask that the BOCC approve the migration of data and software upgrade
agreement as submitted.
1
2015-0929
AGREEMENT FOR PROVESSIONAL SERVICES BETWEEN
WELD COUNTY & BUSINESS IMAGING SYSTEMS, INC.
if
THIS AGREEMENT("Agreement") is made and entered into this��day o /L_2015, 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, Inc., licensed to do business in the State of Colorado, who's address
is 13900 N Harvey Ave, Edmond, OK 73013, hereinafter referred to as"Contractor".
W ITNESSETI I:
WI IEREAS, Contractor agrees to provide the services as set forth in Exhibit A, (DA-270 Proposal "Data
Migration and System Upgrade Services" for Weld County District Attorney's Office).
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill,
expertise, and experience necessary to provide services as set forth in Exhibit A.
WHEREAS, County desires to retain from Contractor Services related to migrating data from OTG,
Centera, Imagesrvr0l, Imagesrvr03 as well a moving AX licenses from existing VCSrvr onto newer servers.
Contractor will also provide a system upgrade to AX 7.0 once all data migrations are completed as outlined in
Exhibit A.
1. INTRODUCTION
The terms of this Agreement are specified in this document and in Exhibit A, which are an integral part
of this Agreement, are referred to herein, and are attached hereto and made a part hereof.
2. DEFINITIONS
2.1 COMPUTER means a machine or system, which uses logical devices ("central processing units") to
process information, such as a multiprocessor computer system or a workstation.
2.2 DESIGNATED COMPUTER(S) means specific Computer(s), including replacements, modifications,
upgrades and additions thereto, upon which the application software is compiled or installed and executed.
2.3 SOFTWARE DOCUMENTATION means the standard user documentation published or provided on-
line by Contractor, or distributed by Contractor under a third party license, describing the use of the Software,
including any tutorial presentation of the capabilities of the Run-Time Versions and may include technical
documentation which describes the design of the Software. Software Documentation may be released in an
electronic media format. Notwithstanding the foregoing, Software Documentation does not include any third
party software documentation.
2.4 PRODUCT UPDATE means a change or new release of the Software or Software Documentation
designed to correct Software Problem(s).
2.5 PRODUCT UPGRADE means a change or new release of the Software or Software Documentation
designed to enhance the features of the licensed Software version or otherwise improve the functionality of the
licensed Software version.
2.6 RUN-TIME VERSION means a program that is used to execute the Software and other utilities that are
a part of the Software, but which does not allow a User to change the Software or to create new and different
Software features.
2.7 SOFTWARE means all of the computer software program versions listed in Exhibit A and are
considered a part of the Contractor's "deliverables" and shall include all updates, enhancements, modifications,
or upgrades provided under the terms of this Agreement or a related support agreement. Notwithstanding the
foregoing, Software does not include any third party software, unless set forth on Exhibit A.
2.8 SOFTWARE PROBLEM(S) means defective Software distribution media and/or a failure of the
Software to function substantially in accordance with the Software Documentation.
2.9 SOURCE CODE means a compliable copy of the Software which allows the Software installer to
compile the Software into a Run-Time Version using the appropriate Development System; some portions of
the Source Code may already be compiled by Contractor and provided in an executable, Run-Time or object
code version.
2.10 USER means the unique combination of one log-in on one software display device. (Does not apply if a
license is required for each CPU)
3.11 PUBLIC ACCESS MODULE means a unique subset of Software provided for the purpose of
providing third parties read-only access to County data.
2.12 EXECUTION DATE means the date, after installation of the Software. upon which County (in
writing), accepts the Software.
2.13 MATERIAL BREACH means the failure to achieve a milestone as set forth in Exhibit A.
2.14 SEVERE SYSTEM MALFUNCTION means the failure of the Software to perform as represented by
Contractor in Exhibit A.
2.15 ACCEPTANCE means County's willing receipt of the products. services and Software offered by
Contractor. and County's agreement to pay for said products. services and Software. County shall always
evidence Acceptance by a written statement, and not by payment alone.
3. TERM
3.1 Term. The licenses granted trader this Agreement shall commence upon the County's Acceptance of the
Software and shall continue unless County does not renew in accordance with the provisions of this Agreement.
However, 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.
3.2 Termination. County has the right to terminate this Agreement, with or without cause on thirty (30)
days written notice. If County terminates this Agreement as a result of Contractor's failure to attain a milestone
as set forth in Exhibit A within sixty (60) days after notice from County that Contractor has failed to meet the
milestone as anticipated. County shall be relieved from all further obligations under this Agreement.
Contractor may terminate this Agreement if County fails to pay any fees owing and which are more than thirty
(30) days past due. Contractor may also terminate the Agreement if County breaches any agreement or
obligation in this Agreement and fails to remedy such breach or demonstrate a good faith effort to remedy such
breach within thirty (30) days after receiving written notice of such material breach from Contractor. Upon
termination, both parties shall be relieved from any further obligations to one another under this Agreement.
3.3. 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. Accordingly, no claim that the County has been unjustly enriched by any
additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase
in the compensation payable hereunder. In the event that written authorization and acknowledgment by the
County for such additional services is not timely executed and issued in strict accordance with this Agreement,
Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result
in non-payment for such additional services or work performed.
4. COMPENSATION
County shall compensate Contractor in a sum computed and payable as set forth in Exhibit A. 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.
a. 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.
b. 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).
5. CONFIDENTIALITY
5.1 Confidentiality. 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
6. LIMITED WARRANTY
6.1 Limited Warranty. Contractor warrants that after the delivery of the Software and Software
modifications, if any, to County, the latest unmodified version of the Software released by Contractor shall
substantially perform in accordance with the Software Documentation. Said Software is warranted to meet the
specifications set forth as County's requirements, in Exhibit A. and to operate as indicated in Contractor's
proposal, in Exhibit A.
6.2 Remedies. Contractor's entire liability and County's exclusive remedy shall be for Contractor, at
County's option, to either: (a) replace any defective media which prevents the Software from satisfying the
limited warranty described above provided such defective media is returned to Contractor; or (b) attempt to
correct any errors which County finds in the Software during this warranty period and which prevent the
Software from substantially performing as described in the Software Documentation; or (c) refund County's
prior payments. Any replacement Software will be warranted for the remainder of the original warranty period
or for thirty (30)days, whichever is longer.
7. 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 performance
of this Agreement without County's prior written consent, which may be withheld in County's sole discretion.
County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any
subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be
responsible for the acts and omissions of its agents, employees and subcontractors.
8. GENERAL
8.1 Waiver, Amendment or Modification. Any waiver, amendment, or modification of any of the
provisions of this Agreement or of any right, power or remedy hereunder shall not be effective unless made in
writing and signed by the parties. No failure or delay by either party in exercising any right, power or remedy
with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
8.2 Choice of Forum. The parties agree that Weld County. Colorado shall be the proper forum for any
action, including mediation and arbitration brought under this Agreement.
8.3 Attorney Fees. In the event an action, is brought to enforce any provision of this Agreement, neither
party shall be entitled to recover legal costs, or attorney fees, in addition to any other amounts recovered.
8.4 Limitation on Actions. No actions, regardless of form, arising from the transactions under this
Agreement, may be brought by an aggrieved party hereto more than two (2) years after the facts creating the
cause of action are known to said party.
8.5 Severability. If any term, provision, or part of this Agreement is to any extent held invalid, void, or
unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not he impaired or
affected thereby, and each remaining term, provision, or part shall remain in full force and effect.
8.6 Survival. The terms, conditions and warranties contained in this .Agreement that by their sense and
context are intended to survive the termination of this Agreement. shall so survive.
8.7 Notice. All notices or other communications 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:
Contractor: Business Imaging Systems, Inc
Attn.: Matthew Harrison
Address: 13900 N. Harvey Avenue
Address: Edmond, OK 73013
E-mail: mharrison@bisok.com
Facsimile: 405-848-1152
With copy to: Business Imaging Systems, Inc.
Name: Russ Parker
Position: Solutions Architect
Address: 13900 N. Harvey Avenue
Address: Edmond, OK 73013
E-mail: rparker@bisok.com
Facsimile: 405-848-1152
County:
Name: Mary Truslow
Position: Director of Applications &Database Services
Address: 1401 N. 17`h Street
Address: Greeley, Co 80631
E-mail: mtruslow@co.weld.co.us
Facsimile:
8.8 Force Majeure. Neither party shall be in default nor liable for any failure in performance or loss or
damage under this Agreement due to any cause beyond its control.
8.9 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.
8.10 Taxes. County, as a governmental entity, is exempt from sales, use and other taxes or similar
governmental charges or duties which might be incurred in connection with the exercise of the license(s) and
rights granted herein to County, and therefore shall not be responsible for the payment of any taxes. Contractor
shall be responsible for the payment of any sales, use or other taxes incurred when it purchases products,
materials or services in the fulfillment of its obligations under this contract. Contractor is also responsible for
the payment of all taxes or charges based on the income of the Contractor.
8.11 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 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.
8.12 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.
8.13 No Third Party Beneficiary Enforcement. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or
allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the
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.
8.14 Fund Availability. Financial obligations of the (Board of County Commissioners of Weld County)
payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budged and
otherwise made available. By execution of this Agreement. County does not warrant that funds will be available
to fund this Agreement beyond the current fiscal year.
8.15 Employee Financial Interest/Conflict of Interest. C.R.S. §§24-I8-201 et seq. and §24-50-507.
The signatories to this Agreement aver that to their knowledge, no employee of Weld County has any
personal or beneficial interest whatsoever in the service or property which is the subject matter of this
Agreement. Contractor's has no interest and shall not acquire any interest direct or indirect, which would in any
manner or degree with the performance of Contractor's services and Contractor shall not employ any person
having such known interests. During the term of this Agreement. Contractor's shall not engage in any in any
business or personal activities or practices or maintain any relationships which actually conflict with or in any
way appear to conflict with the full performance of its obligations under this Agreement. Failure by
Contractor's to ensure compliance with this provision may result. in Weld County's sole discretion, in
immediate termination of this Agreement.
8.16 Independent Contractor. Contractor shall perform its duties hereunder as an independent contractor
and not as an employee. Contractor shall he solely responsible for its acts and those of its agents and employees
for all acts performed pursuant to this Agreement. Neither Contractor nor any agent or employee of Contractor
shall be deemed to be an agent or employee of County. Contractor and its employees and agents are not entitled
to unemployment insurance or workers' compensation benefits through Weld County and County shall not pay
for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment
insurance benefits will be available to Contractor and its employees and agents only if such coverage is made
available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and
income taxes and local head taxes (if applicable) incurred pursuant to this Agreement. Contractor shall not have
authorization, express or implied, to bind County to any agreement, liability or understanding, except as
expressly set forth in this Agreement. Contractor 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 County.
8.17 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 tinder 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-Verity program of 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.
8.18 Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties
with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation,
representation, and understanding 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.
8.19 No Conflict. No employee of Contractor nor any member of Contractor family shall serve on a
County Board, committee or hold any such position which either by rule, practice or action nominates,
recommends, supervises Contract Professional's operations, or authorizes funding to Contract Professional.
8.20 Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall
be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void.
In the event of a legal dispute between the parties, Contract Professional agrees that the Weld County District
Court shall have jurisdiction to resolve said dispute8
8.21 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.
8.22 Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference
shall be null and void.
8.23 Software Piracy Prohibited. State, county or other public funds payable under this Agreement shall
not be used for the acquisition, operation or maintenance of computer software in violation of federal copyright
laws or applicable licensing restrictions.Contractor hereby certifies and warrants that, during the term of this
Agreement and any extensions thereof; Contractor has and shall maintain in place appropriate systems and
controls to prevent such improper use of public funds. If Weld County determines that Contractor is in violation
of this provision, Weld County may exercise any remedy available at law or equity or under this Agreement,
including, without limitation, immediate termination of the Agreement and any remedy consistent with Federal
copyright laws or applicable licensing restrictions.
9. INSURANCE REQUIREMENTS
Insurance and Indemnification. Contractor 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 shall keep the required insurance coverage in force at
all times during the term of the Agreement. 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 Director of General Services 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 Contractor. Contractor shall he
responsible for the payment ofany deductible or self-insured retention. County reserves the right to require
Contractor 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 coverage's specified in this Agreement are the minimum requirements, and these requirements
do not decrease or limit the liability of Professional. The County in no way warrants that the minimum
limits contained herein are sufficient to protect them 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 Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits
and/or broader coverages. l'he Contractor 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 Contractor 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 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 willful acts or omissions of
Contractor, 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, or on account of or in consequence of neglect of the
Contractor 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
Contractor 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 Contractor agrees to waive
all rights of subrogation against the County its associated and/or affiliated entities, successors, or assigns, its
elected officials, trustees, employees.agents, and volunteers for losses arising from the work performed by
the Contractor 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 Contractor 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.
Minimum Limits:
Coverage A (Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 100,000
$ 100,000
$ 500,000
Commercial General Liability Insurance shall include bodily injury, property damage, and liability
assumed under the contract.
$I,000,000 each occurrence;
$1,000,000 general aggregate;
$1,000,000 products and completed operations aggregate;
$1,000,000 Personal Advertising injury
Contractors 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.
The insurance shall provide coverage for the following risks
a. Liability arising from theft, dissemination and/or use of confidential information(a defined
term including but not limited to bank account, credit card account, personal information such
as name, address, social security numbers, etc. information) stored or transmitted in electronic
form
b. Network Security Liability arising from the unauthorized access to, use of or tampering with
computer systems including hacker attacks, inability of an authorized third party, to gain access
to your services including denial of service, unless caused by a mechanical or electrical failure
c. Liability arising from the introduction of a computer virus into, or otherwise causing damage
to, a customer's or third person's computer, computer system, network or similar computer
related property and the data, software, and programs thereon.
Proof of Insurance: County reserves the right to require the Contractor 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's insurer shall name County as an additional insured.
Waiver of Subrogation: for all coverages, Contractor's insurer shall waive subrogation rights
against County.
Subcontractors: All 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. Contractor 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 agrees to provide proof of insurance for all such subcontractors, independent
Contractors,sub-vendors suppliers or other entities upon request by the County.
IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the date first stated above.
NAM :OF CON IR. C FOR
j — -
By: Matthew Harrison
BIS Solution Design Consultant
ATTEST: daddli �• �"C�' BOARD OF COUNTY COMMISSIONERS
Weld C.• •ty Clerk to the Bo. - WELD COUNTY,COLORADO
BY: VASZ-e
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Deputy Cle 1 to Bo- Mike Freeman, Pro-Tern APR 0 8 2015
AP ROVED AS T I ;C,: ' .p A • ' • -ANC'E:
CLAW
Controller fi"�'� '
ormation Officer
PROVE, AS TyRN1.
County Attorney
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EXHIBIT Ai
Proposal
Data Migration and System Upgrade Services
Document
NAdflc:gt?IIIE'llt
Document Date:02/03/2015
NOTICE. This draft 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 mis-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.
Document Prepared By: Document Prepared For:
Itj r — a
BIS
Contact:Matthew Harrison Contact:Julie Jordan
Phone:(405)418-7447 Phone:(970)304-6570 x2542
�''L; mharrison@bisok coin jjordan@co weld,co.us
BISBusiness Imaging Systems and Weld County
Proposal-Data Migration and System Upgrade Services
Table of Contents
Overview
3
Project Objectives _. _.. .. .. . ....._. 3
Client Responsibilities 4
ApplicationXtender System Requirements and Architecture 5
Services to Be Performed 6
Project Management _ _.. __ 6
Phase 1—Data Migration 6
Phase 2—ApplicationXtender License Server Migration 6
Phase 3(a)—ApplicationXtender 7 Upgrade and P2V Migration _.. ... .._. 7
Phase 3(b)—End-User Training and Testing 7
Post-Deployment Support and Project Closure 8
Timeline
9
Compensation
10
Acceptance 11
Page 2 of 11
HIS
Business Imaging Systems and Weld County
-r s` Proposal—Data Migration and System Upgrade Services
OVERVIEW
Business Imaging Systems, Inc.(hereinafter referred to as"BIS")is pleased to present this Proposal to
Weld County(hereinafter referred to as"Weld")in connection with a multi-phase project to migrate data
from Centera to a central Image Server,upgrade/virtualize ApplicationXtender,and consolidate multiple
servers.
This document will outline the work to be performed by BIS in connection with this project,and the
general expectations and responsibilities of each party.
PROJECT OBJECTIVES
Phase 1
• Migrate ApplicationXtender Data—AX data will be migrated from the existing Centera/DX
environment and NAS at\Vileserverl to a centralized NAS on\\imagesserverl. Additionally,all
CA data on\\imagesrvr0l and\\imagesrvr03 will also be migrated to the new image server.All
data will be migrated to the new system in a manner that will allow all existing business
processes to continue during regular business hours without interruption of service.
• Decommission Centera/DX—Centera and DiskXtender will be permanently shutdown.The new
environment will no longer require these components.
Phase 2
• Move AX License Service—AX Licensing will be moved from VCSrvr to OTGSrvr.
• Decommission VCSrvr—The old AX Licensing server(VCSrvr)will be permanently shutdown.
Phase 3
• Upgrade EMC ApplicationXtender(AX)—Replace the existing ApplicationXtender 6.5 system
with ApplicationXtender 7 SP1.The new system will operate in a modern,virtualized
environment.This P2V upgrade will include installation of the latest AX versiom(7 SP1)and a
complete migration of all AX Applications and SQL data to the new virtual environment.
• Decommission OTGSrvr-The old AX server(OTGSrvr)will be permanently shutdown.
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\ ❑I S Business Imaging Systems and Weld County
/ \ BIS Proposal—Data Migration and System Upgrade Services
CLIENT RESPONSIBILITIES
Although BIS has a large amount of expertise in performing large,complex migrations/upgrades,in order
for the project to be successful we expect Weld staff to participate and be responsible for several aspects
of the project.
Access/Permissions
• Weld will provide a single point of contact for project coordination with BIS.
• A Weld technical resource will be available during regular business hours(8-5pm M-F)to provide
as-needed assistance with system access.
• Weld will provide remote access via Cisco VPN, RDP,etc.for the duration of the project.
• Weld will provide login information and access to the existing server/database system used for
Application Xtender.
• Weld understands that BIS relies on immediate clarification and resolution in order to facilitate
the timely completion of project objectives.
Server Components
• Prior to BIS access,Weld will stand up the new virtual servers in accordance with provided
specifications.
• Weld will provide and maintain the servers,storage,network infrastructure, OS licensing,SSL
certificates,and SQL licensing needed for this project at no cost to BIS.
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RBusiness Imaging Systems and Weld County
u I Proposal-Data Migration and System Upgrade Services
APPLICATIONXTENDER SYSTEM REQUIREMENTS AND ARCHITECTURE
ApplicationXtender 7 5P1 Server Requirements(Phase 3)
This section lists the hardware and software recommendations for the machine running the
ApplicationXtender Server and SQL Database.
Item Recommended
Processor Pentium (or compatible)4 cores
Memory 8 GBDisk space 100 GB Free
Network card Platform compatible with TCP/IP with transmission rate of 1000 MBit/sec
Operating System Windows Server 2012 R2 —
SQL Server Microsoft SQL Server 2012
IIS IIS 7.5
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J(H Business Imaging Systems and Weld County
I‘ f t 7 Proposal-Data Migration and System Upgrade Services
SERVICES TO BE PERFORMED
The work to be performed by BIS under this SOW is divided into several categories of labor. The sections
below will provide an overview of the work to be performed under each category.
PROJECT MANAGEMENT
BIS will provide project management services to coordinate the BIS resources working on the project,and
to interface with Weld's project management staff on day-to-day project management tasks. This will
include scheduling,status meetings,resource assignments,communication to stakeholders,reporting,
and etc. Specifically,the BIS project manager will be responsible for the following:
• Project Kickoff
• Monitoring of the project timeline and budget
• Communication of issues to key stakeholders
• Monitoring the scope of the project
• Weekly status reporting
• Project Closure
PHASE 1 — DATA MIGRATION
BIS will perform services to migrate AX images from two existing sources to a single NAS location.The first
source is the image data on the Centera "WORM" Drive(DAAXlmages).This drive is estimated to contain
approx. 1.7 TB of data.The second source is\\fileserverl.This source is estimated to contain less than
100GB of data. CA data will also be migrated to the new share from\\imagesrvr0l\county attorney
images\CAlmaging(3.7 GB)and\\imagesrvr03\CA OTG Images\CAlmages(39.5 GB).All data will be
migrated to the appropriate locations within\\Pnageserverl.Once all files have been migrated, BIS will
update the SQL database accordingly to reflect the new image locations.AX will be reconfigured such
that all images scanned after the completion of the migration will go directly to this location.
At the end of phase 1,the Centera and DiskXtender will no longer be necessary.It is recommended that
these components be decommissioned by Weld IT staff upon project closure.
PHASE 2 — APPLICATIONXTENDER LICENSE SERVER MIGRATION
BIS will perform services to install and configure the ApplicationXtender license services on OTGSrvr. The
cutover will need to be performed outside of regular business hours to avoid downtime.
At the end of phase 2,VCSrvr will no longer be necessary. It is recommended that this server be
decommissioned by Weld IT staff upon project closure.
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(l1
/fn. HIU Business Imaging Systems and Weld County
Proposal—Data Migration and System Upgrade Services
PHASE 3(A) — APPLICATIONXTENDER 7 UPGRADE AND P2V MIGRATION
BIS will perform services to install ApplicationXtender 7 and SP1 on the new Windows 2012 R2 server VM
provided by Weld.Microsoft SQL Server 2012, US 7.5,and an appropriate SSL certificate will be installed
on this server prior to BIS access. Once the base ApplicationXtender server components have been
installed and tested,BIS will migrate all existing AX applications,settings and data to the new system.This
migration will involve copying files,backing up the existing database,restoring the database on the new
server,and performing several database updates. AX license services will also be migrated to the new
server.
BIS will train Weld IT staff on performing AX client workstation updates and configuration.This training
will occur while BIS performs the upgrade of the first client workstation. Weld IT staff will upgrade any
additional client workstations.
At the end of Phase 3,OTGSrvr will no longer be necessary.It is recommended that this server be
decommissioned by Weld IT staff upon project closure.
PHASE 3(B) — END-USER TRAINING AND TESTING
BIS will provide services to initially train Weld staff on the end user responsibilities of the new solution,
which will allow Weld staff to perform end-to-end system testing. The steps below outline the testing
process.
1. BIS will provide basic end-user training via a Bomgar web session. This training will not include
all Weld staff members that will be a part of the process,only a select few key staff members
that will be responsible for the testing phase. This training will serve only to provide enough
information of the system to allow Weld to thoroughly test the system.
2. Weld will then be given an opportunity to test the production system. The goal for this testing is
to identify any issue with the new AX environment,and provide BIS with details to allow BIS to
resolve. BIS will work with Weld personnel to resolve the issue and report back to Weld when
the issue resolution is complete. 815 anticipates testing will take 1-2 business days,and Weld is
expected to be available regularly to perform testing functions.
3. This testing will continue until all identified issues are resolved and Weld is satisfied with the
solution.
4. Once Weld has approved the production environment,the solution will be considered live.
Page 7 of 11
BISBusiness Imaging Systems and Weld County
Proposal-Data Migration and System Upgrade Services
POST-DEPLOYMENT SUPPORT AND PROJECT CLOSURE
Upon completion of the system upgrades and user acceptance testing, BIS will provide post-deployment
support as needed to ensure that all processes continue to function as designed and that no additional
issues are encountered in the production environment. Should any additional issues arise, BIS will
immediately work with Weld to obtain resolution.
After the system is functional in the production environment for a one-week period with no outstanding
issues,BIS and Weld will meet to officially close the project. During the project closure, BIS and Weld will
discuss the process as it relates to the project objectives,identify any lessons learned,and identify if there
are any enhancements that Weld wishes to pursue as a result of the deployment.
Page 8 of 11
` (S R Business Imaging Systems and Weld County
'I P u I l Proposal—Data Migration and System Upgrade Services
TIMELINE
The chart below provides an estimated schedule for the deployment. The actual timeline will depend on
many factors not under the control of BIS,such as the availability and responsiveness of Weld resources,
hardware failures, unforeseen circumstances, and etc. The primary goal is for all services within Phases
1 and 2 to be completed no later than 7/1/2015.
WEEK
1 2 3 4 5 6 7 8
Lead Time , •
Project Management
Phase 1
Phase 2
Phase 3 i
-
Cutover to new AX 7 SP1 system
Post Project Support
If,during the course of the project,it becomes apparent to 815 that the timeline mentioned above will
need to be extended,and consulting resources will need to be dedicated to the project for a longer period
of time,815 will promptly notify Weld. The project being extended beyond the timeline listed above will
require additional services beyond the estimates provided within this document and will be presented to
Weld in the form of a change order. The rate for additional services,if required,will not exceed
$225/hour.
Page 9 of 11
BI S Business Imaging Systems and Weld County
Proposal—Data Migration and System Upgrade Services
COMPENSATION
Below are the pricing estimates for the services included in the scope of this SOW. Pricing is valid if
order received before March 31,2015.Invoicing for professional services will occur monthly in arrears,
for the services delivered during the previous month. Payment will be due thirty(30)days from the date
of invoicing.
Description Estimated Total Price
Professional Services—Phase 1+2 $18,000.00
Professional Services—Phase 3 $9,000.00
Amount Due
$27,000.00
Page 10 of 11
Business Imaging Systems and Weld County
'i i ` U I Proposal—Data Migration and System Upgrade Services
ACCEPTANCE
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated
above.
Business Imaging Systems,Inc.
c r
By:Matthew Harrison
�o to}:,ar, D25 t.1 C,t3t4rtAis
POSITION OF PERSON SIGNING
ATTEST: BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Board WELD COUNTY,COLORADO
See Attached See Attached
BY:
Deputy Clerk to the Board Barbara Kirkmeyer,Chair
APPROVED AS TO FUNDING: APPROVED AS TO SUBSTANCE:
See Attached I See Attached
Controller Chief Information Officer
See Attached
APPROVED AS TO FORM:
Director of General Services
See Attached
County Attorney
Page 11 of 11
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