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HomeMy WebLinkAbout120610_ca05 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissiouers Philip Morley, County Administrator FROM: Ruth Gordon, Jefferson County Clerk DATE: 12/06/2010 SUBJECT: Conversion of Microfilm to Digital Images STATEMENT OF ISSUE: The Clerk's oftlce possesses a great many microfilm records on 479 rolls of film and must maintain a microtilm viewer in order for the records to be accessed. This is a burden financially, logistically, and in terms of the quality of the images available. Technology provides solutions and I propose convert our microfilm to digital images. Al"IAYLSIS: 8MI Imaging offers a unique method of converting these court records to a single image of the whole microfilm reel, thus greatly reducing the cost of the project while providing terrific tools for improving legibility and rapid access to the images. This cuts the cost of the conversion process by more than Y2. We access microfilm records about twice a week now, but when we do need to get into the record it is very time consuming and the quality of the copies we can provide to the public is variable and sometime illegible. Members of the public access our microtllm daily and would benefit from greater accessibility. FISCAL IMPACT: We propose to spend $2500 from the O&M Fund to try this method out. RECOMMENDA nON: Please approve this contract so that we can proceed. REVIEWED BY: Date Philip Morley, County Administrator ORIGIN ... ~ (j Imaging Services Agreement Reproduction of Documents BMI Imaging Systems, Inc., ("BM!") shall perform the services for Customer outlined in the attached Description of Services portion of this Agreement, subject to the following terms and conditions. The books, manuscripts, photographs, newspapers, periodicals, files, disks, tapes or other material provided by Customer shall be referred to as the "Documents," The products of digital or photographic reproduction processes shall be referred to as the "Image Product." BMI does not warrant that all customers Documents will be reproduced to the Image Product or that each reproduced image will be legible. BMl agrees to reprocess any missed or illegible Documents and, when determined by BMI to be technically possible, to insert the corrected or missing images into the lmage Product. Customer must identify and return to 8Ml the appropriate missing or illegible Documents to BMI along with all Image Products within 90 days of the Image Product's availability to Customer. After such 90-days period, Customer agrees to pay for any retakes or corrections by Customer at BM!'s then effective rates. Transportation Although some transportation of Documents and Image Product may be provided by BMI in furnishing services under this agreement, BMI is not and shall not be deemed a contract carrier and the limitations on liability and claims procedures outlined elsewhere in the Agreement shall apply to any such transportation services. In providing transportation of Documents or Image Product, BMl shall accept no liability for the loss or damage of Documents or Image Product beyond that which is detailed below. Insurance and Liability Customer shall maintain adequate property damage and loss insurance coverage or shall self-insure with respect to all Documents or other materials furnished by Customer to BMI. Customer acknowledges and agrees that it has unique knowledge of the value of the Documents and therefore expressly represents that it is solely responsible for maintaining any insurance, in such amounts as it deems appropriate, covering Documents while Documents are within the care, custody, and control of BMI. Additionally, Customer shall declare the value of Documents, during any transporting, processing, storing or copying by BMI, is the value of the media itself (paper, disk, film) on which the Documents were originally provided to BMI. In any action to cnforce a claim based on the alleged negligence of BMI, the burden of proving negligence shall be with the Customer. In any event, BM!'s financial obligation to Customer for its negligent acts anwor admissions shall not exceed the contract price of this agreement BMI shall have no liability to Customer for any damage or loss sustained by Customer as a result of BMI's obligations under this Agreement \vith respect to missing, illegible pages or damaged Documents or Image Products. 3MI does not represent or \varrant that its buildings are fireproof or the contents of the buildings (including the Documents and the Image Products) cannot be destroyed by fire. Any claim for loss must be made by Customer within ninety (90) days of the date that Customer receives Image Product from BMl. Any action to enforce a claim must be brought within 180 days after the claim is made to BMI, or else the claim is waived. Any claim arising under this Agreement shall be finally settled by binding Arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association, as then in effect. Any such Arbitration shall be conducted in King County, Washington before one arbitrator who shall be a lawyer or retired judge with experience in arbitrating commercial disputes. The award ofthe arbitrator, which may include equitable relief, shall be final and judgement may be entered upon it in accordance with applicab]e law in any court having jurisdiction thereof. BMI, in the course of performing services for the Customer, may be required to install software to Customer's workstation, server or other connected device. Customer agrees to have performed adequate prior aud ongoing baekup of all data and programs connected to auy networked device onto which BMI will be loading software or data, BMI makes no claim as to the serviceability of the software and Customer accepts refund of the cost of the software Iicense(s) as total compensation from BMI for any damages that might arise out of the use or installation of such software, 8MI makes no other warranties express or implied, including without limitation the warranty or merchantability or fitness for a particular purpose, In no event shall 8MI be liable for special, punitive, incidental or consequential damages even if it has been advised of the possibility before, Charges All charges for services, together with any sales or other applicab]e tax, are due and payable no later than thirty (30) days after receipt of the invoice. Invoices will typically be provided by US Mai] monthly for completed work. Unpaid accounts are subject to late payment charges or the lesser of ] % per month or the maximum rated permitted by law. Solicitation Customer agrees that they will not recruit, solicit, induce or otherwise contract with 8MI personnel, whether employees of 8MI or 8MI contractors, for a period of 12 months following eomp]etion of any 13MI provided services to client. Title/Court Order Customer represents and warrants that it owns, has acquired, or will acquire, all rights, title, interest, licenses and permissions necessary for BMI, its employees, agents and/or contractors to perform services to the Documents under this agreement without violation or infringement of any third party right or agreement. In the event of any such actual or threatened violation or infringement, Customer shall be solely liable for all damages, costs and expenses (including attorneys' fees) arising Irom or related thereto and Customer agrees to indemnify, defend and hold 8M] harmless from and against, any and all actions, claims, liability, damages, costs and expenses (inc]uding attorneys' fees) arising from or related to any such actual or threatened violation or infringement. Customer acknowledges and agrees that BMI may in its sole discretion suspend, refuse to perform or terminate services, in whole or in part, aner the receipt of (i) a third party allegation or complaint of a violation or infringement of any right or (ii) the receipt of an order of a court or other legal authority of competent jurisdiction to cease the performance of services related to the Documents. 13MI may refuse access to the Documents or the Image Product to the Customer if a Court of legal jurisdiction should so order. Customer hereby waives all claims for damages against 13M] and agrees to indemnify and hold 8Ml harmless against any claims by any third party including without limitation attorneys, fees incorred in connection with this Agreement. While any claim or charge of 8MI remains unpaid for 30 days or more, I3M!'s liability for any loss of or damage to Customer's records incurred during such period shall be that or a gratuitous bailee only and 8MI shall have the right to destroy Customer's records without additional authorization Irom or notice to Client and to charge Client for the destruction. 8M] shall have no liability to any shareholder, partner, director, officer or employee of Customer or any successor in interest to Customer if 13M] applies any of the remedies pennitted to 13MI under this Agreement 2 Entire Agreement/ModificationlWaiver This Agreement supercedes any prior agreements and understandings between the parties relating to the subject matter of this Agreement. No supplement, amendment or modification of this Agreement shall be binding unless executed in writing by all of the parties. No waiver of any of the provisions of this Agreement shall be deemed. or shall constitute, a waiver of any other provision, whether or not similar. nor shall any waiver constitute a continoing waiver of this Agreement shall be binding unless executed by the party making the \vai ver. Assignment This agreement may be assigned upon the approval of the other party, which shall not be reasonably withheld. If assigned. the terms and obligations of this agreement shall be binding on and inure to the bene/it of the panics to it and their respective heirs, legal representatives, successors and assigns. Recovery of Litigation/Arbitration Costs If any legal action or Arbitration or other proceeding is required for the enforcement of this Agreement. or because of an alleged dispute, breach. default or misrepresentation connection with any of the provisions of this Agreement, then each party shall bear the costs of its legal defense or attendance of binding arbitration. Notices Any notice required or permined to be given under this Agreement shall be in writing and shall be deemed to have been given upon receipt by the party to whom notice is being given. Governing Law This Agreement shall be governed by and constructed in accordance with the laws of the Statc of Washington applicable to contracts made and to be performed in Washington. For: Customer (Company Name) 1 (1'11 - ---- - -.._-- For Customer (Print Name) / / III ' .--, if ,'. " -. L-'--i i~:' . 'i '_ t. ! l ',, \, / ~.Cl.-';' (. r,X j 1,-,., ';I \.. \ "'.' ~" "-- -_..__._---~._--_._-_.. Signature of Customer For: BM! 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