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SERIAL 14060-CI
ELECTRONIC DOCUMENT MANAGEMENT SYSTEM SOFTWARE AND
SUPPORT
DATE OF LAST REVISION: July 22, 2020
CONTRACT END DATE: July 31, 2024
CONTRACT PERIOD THROUGH JULY 31, 2019 2020 2024
TO:
All Departments
FROM:
Office of Procurement Services
SUBJECT:
Contract for ELECTRONIC DOCUMENT MANAGEMENT SYSTEM SOFTWARE
AND SUPPORT
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on September 25, 2013.
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
BW/mm
Attach
Copy to:
Office of Procurement Services
Julie Hamman, Office of Enterprise Technology
Cynthia Robinson, Department of Transportation
Susan Christensen, OET
Deb Schafer (COB)
(Please remove Serial 09137-IGA from your contract notebooks)
CONTRACT PURSUANT TO COMPETITION
IMPRACTICABLE (MCI-351)
SERIAL 14060-CI
This Contract (“Agreement”) is entered into this 27th day of August, 2014 by and between Maricopa County
(“County”, “Customer” or “End User”), a political subdivision of the State of Arizona, and DataBank IMX, LLC
(“Contractor”, “DataBank” or “Vendor”) for the provision of electronic content management system software,
support and maintenance. This contract replaces and supersedes any previous agreement regarding the maintenance
and support of the system.
1.0
CONTRACT TERM:
1.1
This Contract is for a term of five (5) years, beginning on the 27th day of August, 2014 and ending
the 31st day of July, 2019 2020 2024.
1.2
The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional term(s) of one (1) year up to a maximum of five (5) years, (or at the
County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six (6)
months after expiration). The County shall notify the Contractor in writing of its intent to extend
the Contract term at least thirty (30) calendar days prior to the expiration of the original contract
term, or any additional term thereafter.
2.0
FEE ADJUSTMENTS:
Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration
date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate
documentation. If County agrees to the adjusted fee, County shall issue written approval of the change.
The reasonableness of the request will be determined by comparing the request with the (Consumer Price
Index) or by performing a market survey.
3.0
PAYMENTS:
3.1
As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
3.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3
INVOICES:
3.3.1
The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
Company name, address and contact
County bill-to name and contact information
Contract serial number
SERIAL 14060-CI
County purchase order number
Invoice number and date
Payment terms
Date of service or delivery
Quantity
Contract Item number(s)
Description of service provided
Pricing per unit of service
Freight (if applicable)
Extended price
Mileage w/rate (if applicable)
Total Amount Due
3.3.2
Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.
3.3.3
Payment shall be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/Finance/Vendors.aspx).
3.3.4
EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
4.0
AVAILABILITY OF FUNDS:
4.1
The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
4.2
If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0
DUTIES:
5.1
The Contractor shall perform all duties stated in Exhibit “B-C”, or as otherwise directed in writing
by the Procurement Officer.
5.2
During the Contract term, County may provide Contractor’s personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
SERIAL 14060-CI
6.0
TERMS and CONDITIONS:
6.1
INDEMNIFICATION:
6.1.1
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, mistakes or malfeasance relating to the performance of this Contract.
Contractor’s duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with
any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions
or mistakes in the performance of this Contract by the Contractor, as well as any person
or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be
legally liable.
6.1.2
The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County
6.2
INSURANCE:
6.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2
All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3
Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4
Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
6.2.5
The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
6.2.6
County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of
Contractor’s obligations under this Contract.
SERIAL 14060-CI
6.2.7
The insurance policies required by this Contract, except Workers’ Compensation, and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.8
The policies required hereunder, except Workers’ Compensation, and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
6.2.9
Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
6.2.10
Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services under this Contract.
6.2.11
Workers’ Compensation:
6.2.11.1
Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction of Contractor’s employees engaged in the
performance of the work or services under this Contract; and Employer’s
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.
6.2.11.2
Contractor waives all rights against County and its agents, officers, directors
and employees for recovery of damages to the extent these damages are
covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor pursuant to
this Contract.
6.2.12
Errors and Omissions Insurance:
Errors and Omissions insurance and, if necessary, Commercial Umbrella insurance,
which will insure and provide coverage for errors or omissions of the Contractor, with
limits of no less than $1,000,000 for each claim.
6.2.13
Certificates of Insurance.
6.2.13.1 Prior to commencing work or services under this Contract, Contractor shall
furnish the County with valid and complete certificates of insurance, or formal
endorsements as required by the Contract in the form provided by the County,
issued by Contractor’s insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Contract are in full
force and effect. Such certificates shall identify this contract number and title.
Such certificates shall be made available to the County upon ten (10) business
days. BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR
AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS
SERIAL 14060-CI
REQUIREMENT
WILL
RESULT
IN
CANCELLATION
OF
CONTRACT.
6.2.13.1.1 In the event any insurance policy (ies) required by this contract is
(are) written on a “claims made” basis, coverage shall extend for two
years past completion and acceptance of Contractor’s work or
services and as evidenced by annual Certificates of Insurance.
6.2.13.1.2 If a policy does expire during the life of the Contract, a renewal
certificate must be sent to County fifteen (15) days prior to the
expiration date.
6.2.14
Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
6.3
INSPECTION OF SERVICES:
6.3.1
The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
contract performance and for as long afterwards as the Contract requires.
6.3.2
County has the right to inspect and test all services called for by the Contract, to the
extent practicable at all times and places during the term of the Contract. County shall
perform inspections and tests in a manner that will not unduly delay the work.
6.3.3
If any of the services do not conform with Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
increase in Contract amount. Any re-performance of contract requirements will be
mutually agreed to between the parties in the Solution Design Document. When the
defects in services cannot be corrected by re-performance, County may:
6.3.3.1
Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.3.3.2
Reduce the Contract price to reflect the reduced value of the services performed.
6.3.4
If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
6.3.4.1
By Contract or otherwise, perform the services and charge to the Contractor any
cost incurred by County that is directly related to the performance of such
service; or
6.3.4.2
Terminate the Contract for default.
6.4
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
SERIAL 14060-CI
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
DataBank
620 Freedom Business Center, Suite 120
King of Prussia, PA 19406
Attention: Contract Compliance Administrator
6.5
REQUIREMENTS CONTRACT:
6.5.1
Contractor signifies its understanding and agreement by signing this document that this
Contract is a requirements contract. This Contract does not guarantee any purchases will
be made (minimum or maximum). Orders will only be placed when County identifies a
need and issues a purchase order or a written notice to proceed.
6.5.2
County reserves the right to cancel purchase orders or notice to proceed within a
reasonable period of time after issuance. Should a purchase order or notice to proceed be
canceled, the County agrees to reimburse the Contractor for actual and documented costs
incurred by the Contractor. The County will not reimburse the Contractor for any
avoidable costs incurred after receipt of cancellation, or for lost profits, or shipment of
product or performance of services prior to issuance of a purchase order or notice to
proceed.
6.5.3
Purchase orders will be cancelled in writing.
6.6
TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract in whole or in part at any time, when in the
best interests of the County without penalty or recourse. Upon receipt of the written notice, the
Contractor shall immediately stop all work, as directed in the notice, notify all subcontractors of
the effective date of the termination and minimize all further costs to the County. In the event of
termination under this paragraph, all documents, data and reports prepared by the Contractor under
the Contract shall become the property of and be delivered to the County upon demand. The
Contractor shall be entitled to receive just and equitable compensation for work in progress, work
completed and materials accepted before the effective date of the termination.
6.7
TERMINATION FOR DEFAULT:
6.7.1
In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any term or
condition of the Contract, to acquire and maintain all required insurance policies, bonds,
licenses and permits, or to make satisfactory progress in performing the Contract. The
Procurement Officer shall provide written notice of the termination and the reasons for it
to the Contractor.
6.7.2
Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the County on demand.
6.7.3
The County may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the County for any costs incurred by the County up to the
dollar value of the associated Project or Statement of Work in procuring materials or
services in substitution for those due from the Contractor.
SERIAL 14060-CI
6.7.4
The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
6.8
TERMINATION BY THE COUNTY:
If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the County may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, or persistently disregard laws and ordinances, or not proceed with
work or otherwise be guilty of a substantial violation of any provision of this Contract, then the
County may terminate the Contract. Prior to termination of the Contract, the County shall give the
Contractor fifteen- (15) calendar day’s written notice. Upon receipt of such termination notice, the
Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies.
6.9
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S §38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.10
OFFSET FOR DAMAGES:
In addition to all other remedies at law or equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance under this contract.
6.11
ADDITIONS/DELETIONS OF SERVICE:
6.11.1
The County reserves the right to add and/or delete materials to a Contract. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials are
required from a Contract, prices for such additions will be negotiated between the
Contractor and the County.
6.11.2
The County reserves the right of final approval on proposed staff for all Task Orders.
Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two business days, unless previously approved by the County.
6.12
RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the District and the Contractor.
6.13
SUBCONTRACTING:
The Contractor may not assign this Contract or subcontract to another party for performance of the
terms and conditions hereof without the written consent of the County, which shall not be
unreasonably withheld. All correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project.
SERIAL 14060-CI
6.14
AMENDMENTS:
All amendments to this Contract shall be in writing and signed by both parties. Maricopa County
Office of Procurement Services shall be responsible for approving all amendments for Maricopa
County.
6.15
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.15.1
In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
6.15.2
If the Contractor’s books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.15.3
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the
disallowance. The course of action to address the disallowance shall be at sole discretion
of the County and may include either an adjustment to future claim submitted by the
Contractor by the amount of the disallowance, or to require reimbursement forthwith of
the disallowed amount by the Contractor by issuing a check payable to Maricopa County.
6.16
AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.17
SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.18
RIGHTS IN DATA:
The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the
performance hereunder.
6.19
INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
SERIAL 14060-CI
6.20
VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.20.1
By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three years, whichever is longer. I-9 forms are available
for download at USCIS.GOV.
6.20.2
The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.20.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the
County’s intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
6.21
CONTRACTOR LICENSE REQUIREMENT:
6.21.1
The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.21.2
Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to posses the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain
licensing requirements for a particular contract. Respondents shall identify which
license(s), if any, the Registrar of Contractors requires for performance of the Contract.
6.22
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.22.1
The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals:
6.22.1.1
are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
SERIAL 14060-CI
6.22.1.2
have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.22.1.3
are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.22.1.4
have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
6.22.2
Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
6.22.3
The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.23
PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.
6.24
GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
6.25
ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
6.26
INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.26.1
A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.26.2
That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
SERIAL 14060-CI
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
6.27
PUBLIC RECORDS:
All Offers submitted and opened are public records and must be retained by the Records Manager
at the Office of Procurement Services. Offers shall be open to public inspection after Contract
award and execution, except for such Offers deemed to be confidential by the Office of
Procurement Services. If an Offeror believes that information in its Offer should remain
confidential, it shall indicate as confidential, the specific information and submit a statement with
its offer detailing the reasons that the information should not be disclosed. Such reasons shall
include the specific harm or prejudice which may arise. The Records Manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.
6.28
CHANGE ORDERS:
Either party may request a change to the scope of work required under this Contract on any task
including but not limited to, alterations, additions, deviations, and omissions from or to the scope
of work. Contractor shall provide County with a written assessment within a reasonable time
identifying the price and schedule impact of implementing the change. Neither party shall be
obligated to commence work on the requested change until they have agreed in writing to an
equitable adjustment. If a change to the contract pricing occurs pursuant to this paragraph,
Contractor will provide the County with a written change order identifying the pricing impact.
6.29
APPLICABLE TAXES:
6.29.1
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to
any installation labor on items that are not attached to real property performed by
Contractor under the terms of this Contract, the installation labor cost and the
gross receipts for materials provided shall be listed separately on the Contractor’s
invoices.
6.29.2
State and Local Transaction Privilege Taxes: To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this Contract it is
the responsibility of the seller to collect and remit all applicable taxes to the proper
taxing jurisdiction of authority.
6.29.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state,
and local taxes applicable to its operation and any persons employed by the
Contractor. Contractor shall require all subcontractors to hold Maricopa County
harmless from any responsibility for taxes, damages and interest, if applicable,
contributions required under Federal, and/or state and local laws and regulations
and any other costs including transaction privilege taxes, unemployment
compensation insurance, Social Security and Worker’s Compensation.
6.30
TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the
Contractor to determine any and all applicable taxes and include the cost in the proposal
price.
6.31
TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. Sales/use tax will be determined by
County. Tax will not be used in determining low price.
SERIAL 14060-CI
6.32
NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09 including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends
Executive order 75-5 and may be viewed and downloaded at the Arizona State Library
Research
website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance
of this Contract, Contractor shall not discriminate against any employee, client or any other
individual in any way because of that person’s age, race, creed, color, religion, sex, disability
or national origin.
6.33
UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract, the Contractor agrees to comply with all applicable
provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS,
COST
PRINCIPLES,
AND
AUDIT
REQUIREMENTS
FOR
FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
6.34
INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.34.1
Exhibit A, Pricing;
6.34.2
Exhibit B, Document Imaging Services and Products;
6.34.3
Exhibit C, ECM Software Maintenance, Support, and Billing Services
6.34.4
Exhibit D, Office of Procurement Services Contractor Travel and Per Diem Policy.
SERIAL 14060-RFP
SERIAL 14060-CI
SERIAL 14060-CI
SERIAL 14060-CI
EXHIBIT A
PRICING
COMMODITY CODE: 20446
CONTRACTOR NAME:
DataBank IMX LLC
VENDOR NUMBER:
2011004853 VC0000002417
STREET ADDRESS:
3520 N. 16th Street
2912 MOMENTUM PL
620 Freedom Business Center, Suite 120
King of Prussia, PA 19406
Phoenix, AZ 85016 Chicago, IL 60689
P.O. ADDRESS:
TELEPHONE NUMBER:
602-263-9432 602/845-1610
FACSIMILE NUMBER:
WEB SITE:
www.databankimx.com
REPRESENTATIVE:
Katie Goodwin Tracy Flores
REPRSENTATIVES E-MAIL ADDRESS:
kgoodwin@databankimx.com
tflores@databankimx.com
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM
THIS CONTRACT.
[x ] YES [ ] NO
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT
[ ] YES [x ] NO
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCUREMENT
CARD (Payment shall be made within 48 hours of utilizing the Purchasing Card)
[ ] YES [x ] NO ____%
PROMPT PAYMENT TERMS ARE NET 30 DAYS.
NOTE: PRICING IS BASED ON DETAIL PROVIDED IN EXHIBIT C.
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EXHIBIT B
DOCUMENT IMAGING SERVICES AND PRODUCTS
1.
Services/Products: This EXHIBIT to which signed statements of work (“Statements of
Work”) may be attached by the parties from time to time. DataBank shall provide the services
(“Services”) and/or products (“Products”) as set forth in such Statement(s) of Work, each of
which shall be attached hereto as Exhibit(s) 1, 2, 3, and so on. Each Statement of Work will be
effective as of the date it is signed by an authorized representative of each party. If any term of a
Statement of Work conflicts with the terms of this EXHIBIT, the terms of the Statement of Work
will control. DataBank will commence Services or delivery of Products in accordance with a
Statement of Work.
2.
Pricing/Schedule of Charges: The prices End User agrees to pay DataBank for Services and
Products shall be set forth in the applicable Statement of Work.
3.
Payment Terms for Products and Services: Other than when payment terms are specifically
delineated within any attached Statement of Work, End User agrees to pay for all Services and
Products within thirty (30) days of receipt of an invoice from DataBank. End User further agrees
that amounts outstanding over forty five (45) days shall incur a service charge from the due date
of 1 ½% per month (18% per year) (or if lower, the highest rate permitted under applicable law
per ARIZONA REVISED STATUTES §35-342).
4.
Taxes: End User shall be responsible for all sales taxes, use taxes and any other similar taxes and
charges of any kind imposed by any federal, state or local government entity on the transactions
contemplated by this EXHIBIT, excluding only taxes based solely upon DataBank’s income.
When DataBank has the legal obligation to pay or collect such taxes, the appropriate amount will
be invoiced to and paid by End User unless End User provided DataBank with a valid tax
exemption certificate authorized by the appropriate taxing authority. Databank will cooperate
with End User in addressing the applicability of any tax with the Arizona Department of
Revenue.
5.
Intellectual Property Infringement. DataBank will indemnify, defend and hold harmless End
User, its affiliates, and their respective officers, directors, employees and agents against any and
all liabilities loss, damage or expenses (including reasonable attorney’s fees), to the extent such
liabilities, loss, damage, or expenses are based upon a claim that Services or Products infringe
upon the rights of third parties, including any trademark, copyright, or patent right.
6.
Limits of Liability: DataBank shall have no liability for the loss, damage or destruction of
documents or data received from CUSTOMER, except to the extent caused by the gross
negligence of, intentional misconduct of, or breach of this EXHIBIT by DataBank. IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE,
LOSS OF PROFITS, BUSINESS INTERRUPTION, COST OF COVER OR INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
ARISING UNDER THIS EXHIBIT. Each party’s liability hereunder shall be limited to its direct
damages up to the amount of the fees paid by End User to DataBank hereunder.
7.
Confidentiality: Each party (the “Recipient”) acknowledges that it has or may be exposed to
confidential and proprietary information of the other party (the “Disclosing Party”). For
purposes of this EXHIBIT, “Confidential Information” shall mean any confidential or
proprietary information of a Disclosing Party that is marked or otherwise designated in writing as
confidential. Confidential Information may include, without limitation, trade secrets, technical
information, business and product information, and information regarding, third-party suppliers
and End User. Confidential Information shall not include (i) information already known or
SERIAL 14060-CI
independently developed by the Recipient without reference to the Disclosing Party’s
Confidential Information; (ii) information in the public domain through no wrongful act of the
Recipient; (iii) information received by the Recipient from a third party who was free to disclose
it without obligation to the Disclosing Party or any third party; or (iv) information disclosed by
the Recipient as required by law, provided that the Recipient provides the Disclosing Party with
prior notice in sufficient time before disclosure, so that a reasonable protective order may be
sought. Except as expressly authorized by the Disclosing Party, the Recipient shall not disclose
the Disclosing Party Confidential Information to any person or entity, except to the Recipient’s
employees or agents having a “need to know”, and shall not use the Disclosing Party’s
Confidential Information for purposes other than performing this EXHIBIT. The Recipient and
its personnel shall use at least the same degree of care in safeguarding the Disclosing Party’s
Confidential Information as the Recipient uses in safeguarding its own confidential information,
but in no event less than a reasonable degree of care. The provisions of this Section shall survive
the termination or expiration of this EXHIBIT.
8.
No Waiver: All rights and remedies conferred under this EXHIBIT or by any other instrument or
law shall be cumulative, and may be exercised singularly or concurrently. Failure by either party
to enforce any provision of this EXHIBIT shall not be deemed a waiver of future enforcement of
that or any other provision of this EXHIBIT.
9.
Parties Relationship: Nothing in this EXHIBIT shall be construed as creating any joint venture,
partnership or agency relationship between the parties for any purpose whatsoever or as
constituting either party as the legal representative, employee or agent of the other.
10. Successors and Assigns: This EXHIBIT shall be binding on and inure to the benefit of the
parties, their successors, and permitted assigns.
11. Counterparts: This EXHIBIT may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
12. Change in Scope. End User hereby acknowledges that the rates and charges for the Services
within a Statement of Work are based upon, among other factors, the Assumptions set forth on
such Statement of Work. DataBank, therefore, reserves the right to change its rates and charges
to End User under any given Statement of Work if the Assumptions are materially different than
the circumstances presented by End User. In the event End User requests any change in the
Services after execution of any given Statement of Work, the parties may agree to modify the
Statement of Work to reflect such changes. If the changes impact labor, materials, time or other
direct or indirect costs, then new prices will be mutually determined by DataBank and End User.
The parties agree that DataBank shall not be required to perform any additional or modified
Services until such time as the parties shall have executed and delivered to the other written
amendments to the Statement of Work (including its pricing schedule and payment terms) to
reflect such additional or modified Services.
13. Warranties:
DataBank warrants to End User that: (i) all Services provided hereunder shall be
performed in a competent, timely and workmanlike manner and consistent with generally
accepted industry standards, and each of DataBank’s employees, independent contractors or
agents assigned to perform the Services shall have the training, background and skills reasonably
commensurate with the level of performance required under this EXHIBIT; and (ii) all Products
provided by DataBank hereunder will be free from material defects and perform substantially in
accordance with their documentation, and DataBank shall promptly correct any Product errors or
malfunctions at no charge to End User, and if DataBank is unable to correct such errors or
malfunctions, then it shall reimburse End User the amounts paid for such Product. Except for the
foregoing, DataBank makes no warranties, including warranties of fitness or merchantability
SERIAL 14060-CI
14. Survival: The terms and provisions of this EXHIBIT that, are intended to survive the
completion or termination of this EXHIBIT shall so survive the completion of performance and
termination of this EXHIBIT.
15. Publicity: Neither party shall publish any advertising, marketing, sales promotion nor other
publicity matter relating to products furnished or services performed or contemplated by this
EXHIBIT wherein the other party, its affiliates, or the names of their respective End Users or
personnel, are mentioned, without such other party’s prior written approval.
SERIAL 14060-CI
EXHIBIT C
PROJECT TITLE: ECM SOFTWARE MAINTENANCE, SUPPORT, AND BILLING
SERVICES
This Exhibit is attached to and subject to the terms and conditions of the Agreement. All capitalized terms used
herein but not otherwise defined shall have the respective meanings ascribed to them in the Agreement.
I.
Overview
Customer has entered into an End User License Agreement with Hyland Software, Inc. (“Hyland”)
pursuant to which, Hyland shall grant and Customer shall acquire a license to use the software listed in
Appendix A (“Software”), upon payment of licensing fees set forth herein to Vendor, as Hyland’s
authorized solution provider, as authorized and provided for in the final paragraph of Exhibit A to the
License Agreement. As such, Vendor shall provide pursuant to this Exhibit, the following:
1. Annual software maintenance as set forth in Section III ("Software Maintenance")
2. Support services set forth in Section IV (“Support Services”)
3. Invoicing and payment processing services set forth in Section VII ("Billing Services")
Vendor will obtain software code from Hyland necessary for Vendor to support and maintain the Software
pursuant to the terms herein. In addition, Vendor, will access Hyland for any support it needs in order to
deliver the Software Maintenance committed to under this Exhibit.
Vendor will obtain all software code and documentation ordered by Customer from Hyland at prices agreed
to by Vendor and Customer, and invoice Customer. As set forth in further detail in Section VI, Customer
shall make all payments of licensing fees for the Software and fees for Maintenance Services and Support
Services to Vendor, as Hyland’s authorized solution provider.
II.
Scope and Objectives
This Exhibit has two major objectives that are both ongoing and long term. They are:
1. Customer to receive Software Maintenance and Support Services from Vendor sufficient for
Customer to use the Software to manage, route and store images of scanned documents as part of
its automation of document workflow. Software Maintenance and Support Services shall include
both phone support for up to two Customer-certified ECM administrators and code updates for the
Software listed in Appendix A.
2. Customer to receive Billing Services that are accurate and timely such that Customer receives
correct invoices that conform with the requirements set forth in this Exhibit.
III.
Software Maintenance
A.
Software Maintenance
1.
As long as Customer is current on payments set forth herein, Vendor shall provide to Customer,
upon commercial release, software maintenance, which shall include copies of the Software
revised to reflect any and all enhancements to the Software made by Hyland (and any related
documentation), including any and all modifications to the Software which increase the speed,
efficiency, or ease of operation of the Software, or add additional capabilities to or otherwise
improve the functions of the Software. Software Maintenance shall also include updates and
enhancements to the Software, including any and all product upgrades, bug fixes, patches,
modifications, error corrections, updates and enhancements to the Software as well as new
releases of the Software which incorporate substantially more function and features than previous
SERIAL 14060-CI
versions (in each case, including any related documentation), whether or not signified by an
increment to a version number suffix or prefix and any successor product or products which
incorporates the functionality of the Software, with or without the inclusion of more functions or
features, even though it may be offered under a new software name or names.
2.
Software Maintenance shall not include correction of errors caused by modifications made to the
Software by Customer, or at the direction of Customer, to which Vendor or Hyland has not
consented.
3.
Vendor shall provide to Customer, without additional charge, all reasonably necessary telephone
or written consultation requested by Customer in connection with software problems and its use of
the Software relating to Software Maintenance.
4.
All efforts will be made remotely to correct any software issues. At which time all efforts have
been made and customer has complied with all supplier request and the issue is still unresolved
employees of Vendor will commence onsite.
B.
Renewal of Software Maintenance
1.
Vendor shall provide Software Maintenance during the Initial Maintenance Term (as defined
below) at the fees set forth in Section VI (Fees). Thereafter, Software Maintenance shall renew for
additional, successive one-year periods on the terms herein (each a "Renewal Term"), unless
terminated by Customer upon thirty (30) days’ written notice prior to the expiration of the Initial
Maintenance Term or the then current Renewal Term. The fee for each Renewal Term shall be as
specified in Appendix A. Any rate increase shall occur a maximum of once per calendar year and
shall in no event be more than the published price for the Software Maintenance. Upon thirty (30)
days’ written notice prior to the expiration of the Initial Maintenance Term or the then current
Renewal Term, Customer shall have the right to cancel Software Maintenance with respect to any
software product listed in Appendix A and the fees payable shall be adjusted accordingly.
2.
The Initial Maintenance Term shall begin upon acceptance by Customer of the Deliverables set
forth in the Agreement (“Acceptance Date”), which date shall be confirmed in writing by the
parties, and continue for one (1) year following the Acceptance Date (“Initial Maintenance
Term”).
3.
In the event that during the Initial Maintenance Term or any Renewal Term thereafter, Vendor
discontinues Software Maintenance for any Software licensed hereunder or replaces the Software
(“Current Version”) with another software program or programs with substantially similar
functionality (“New Version”), Vendor shall either: (i) continue to provide Software Maintenance
for such discontinued features or functionality; (ii) provide Customer with a license to the New
Version, in accordance with this Agreement, at no additional charge, and provide Software
Maintenance with respect to the New Version (iii) or provide the source code to Customer so it
can support and maintain the Software.
4.
In the event that Customer elects not to renew the Software Maintenance, Customer shall not be
precluded from use of the Software subject to the terms and conditions of the Agreement and the
License Agreement.
IV.
Support Services
1.
Vendor shall provide to Customer, at the fees specified Section VI, all reasonably necessary
telephone or written consultation requested by Customer in connection with software problems
covered under Software Maintenance, its use of the Software or any problems therewith in
accordance with the service levels listed out in Appendix B (Support Service: Service Levels).
2.
In addition to the requirements set forth in Appendix B (Support Service: Service Levels), upon
request of Customer, Vendor shall provide, at the fees specified in Section VI, support within
twenty four (24) hours or within a mutually agreed timeframe between the parties, not to exceed
five (5) days, where telephone support or written consultation fails to remedy the inability of the
Software to meet the specifications of Customer.
V.
Staffing
Vendor will provide staffing necessary to provide the Software Maintenance and Support Services.
SERIAL 14060-CI
VI.
Fees
A.
Fees
1.
As authorized in the final paragraph of Appendix A to the License Agreement, Customer shall pay
the Vendor the license fees set forth in Appendix A hereto as consideration for the license to use
Software set forth in the License Agreement, and Vendor shall deliver such Software to Customer
pursuant to the terms of the Agreement. The license fees will be reduced 20% from MSRP for all
Hyland software modules. Negotiations may be open to discuss any enterprise type transaction on
one off basis.
2.
As authorized in Section 7 (Maintenance) of the License Agreement, Customer shall pay the
Vendor the maintenance fees set forth in Appendix A hereto for Software Maintenance during the
Initial Maintenance Term and for each Renewal Term, if any, on an annual basis, pursuant to the
terms set forth herein. Maintenance fees will be calculated at 20% of the purchase price of
software licensed at end users location.
3.
Customer shall have the option of purchasing, from time to time, upon request, Support Services
pursuant to the fee arrangements set forth on Appendix C (Support Services Fees).
The fees listed below are agreed to by Vendor and Customer and will be honored by Vendor for a
period of Twelve (12) months from the execution of this Schedule.
VII.
Billing Services
Vendor will invoice Customer as set forth in Section VI for the Software listed in Appendix A, the
Software Maintenance and the Support Services to be provided by Vendor pursuant to this Exhibit. Any
modules added by customer will be added to the annual maintenance billing.
Vendor will, as an authorized solution provider for Hyland, provide billing services, including invoicing for
future purchases of software licenses that Customer makes under the terms of the License Agreement. No
fees shall be payable for such billing services.
Vendor will bill customer annual for all software maintenance fees. Initial purchase of the software will
include 12 months software maintenance. Vendor will prorate the second year to coincide with a January 1
renewal date and subsequently bill all maintenance fees annually.
VIII.
Payment Terms
Payment terms shall be as set forth herein and in the Agreement.
Invoices for Services performed more than one hundred eighty (180) days prior to the date of current date
will not be invoiced.
Appendix A – Software & Maintenance
Licensing fees for the Software and fees for the Software Maintenance are as set forth below:
OnBase Software (Estimate):
Quantity:
Description:
Unit Price (Per):
Total
1
Multi User License
$ 4,000.00
$ 4,000.00
1
Enterprise Application Enabler
$ 40,000.00
$ 40,000.00
4
Desktop Document Imaging (15 ppm max)
$ 400.00
$ 1,600.00
1
Desktop document Imaging (Unlimited)
$ 1,200.00
$ 1,200.00
1
Production Document Imaging (ISIS) - first
$ 4,000.00
$ 4,000.00
14
Production Document Imaging (ISIS)
$ 1,600.00
$ 22,400.00
1
Business Activity Monitoring
$ 8,000.00
$ 8,000.00
1
Bar Code Recognition Server
$ 4,000.00
$ 4,000.00
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1
COLD/ERM
$ 8,000.00
$ 8,000.00
100
Concurrent Client (Qty 1-100)
$ 640.00
$ 64,000.00
100
Concurrent Client (Qty 101-200)
$ 640.00
$ 64,000.00
52
Concurrent Client (Qty 201+)
$ 640.00
$ 33,280.00
100
Named User Client (Qty 1-100)
$ 320.00
$ 32,000.00
100
Named User Client (Qty 101-200)
$ 320.00
$ 32,000.00
40
Named User Client (Qty 201+)
$ 320.00
$ 12,800.00
1
Document Composition for Microsoft Word
$ 16,000.00
$ 16,000.00
2
Production Document Imaging (Kofax or TWAIN)
$ 1,600.00
$ 3,200.00
1
EDM Services
$ 4,000.00
$ 4,000.00
1
Document Import Processor
$ 4,000.00
$ 4,000.00
1
Distributed Disk Services
$ 4,000.00
$ 4,000.00
1
Encrypted Diskgroups
$ 8,000.00
$ 8,000.00
1
E-Forms
$ 8,000.00
$ 8,000.00
51
Full-Text Indexing Concurrent Client for Autonomy
IDOL
$ 240.00
$ 12,240.00
1
Full-Text Indexing Server for Autonomy IDOL
$ 8,000.00
$ 8,000.00
4
Batch OCR
$ 1,200.00
$ 4,800.00
1
Integration for OCR for AnyDoc
$ 2,800.00
$ 2,800.00
1
Integration for Microsoft Outlook 2010
$ 4,000.00
$ 4,000.00
1
Virtual Print Driver
$ 4,000.00
$ 4,000.00
1
Records Management
$ 16,000.00
$ 16,000.00
1
Report Services
$ 4,000.00
$ 4,000.00
2
Production Document Imaging (TWAIN)
$ 1,600.00
$ 3,200.00
1
Unity Integration Toolkit
$ 8,000.00
$ 8,000.00
1
Unity Client Server
$ 8,000.00
$ 8,000.00
193
Workflow Concurrent Client
$ 960.00
$ 185,280.00
7
Departmental Workflow Server
$ 8,000.00
$ 56,000.00
240
Workflow Named User Client
$ 480.00
$ 115,200.00
1
Web Services Toolkit
$ 8,000.00
$ 8,000.00
6
Web Server
$ 8,000.00
$ 48,000.00
OnBase Total
$ 866,000.00
OnBase Maintenance (Estimate):
Description:
Total:
Annual Maintenance Fee (20%)
Quoted Annually
* The Software is provided with online help. The fees for this are included in the License Fees listed above. There
shall be no other fees for the Documentation.
Appendix B - Support Services and Service Levels
Support Services include Vendor's provision of technical assistance with respect to the Software, and any
upgrades and enhancements including (i) clarification of functions and features; (ii) clarification of
documentation; (iii) technical support and guidance in the operation of the Software (communicated only to
contacts assigned by Customer); and (iv) Software error analysis and correction. In accomplishing error analysis
and correction, Vendor shall provide a correction or workaround to restore the Software to operative condition
as soon as reasonably possible, but in any case; Vendor shall immediately commence resolution and shall
correct or remedy the error according to the severity and escalation provisions herein in Sections IV and V of
this Appendix B, including without limitation the Priority Condition Escalation Table.
1.
Engineering Contacts -Customer will designate no more than 2 individuals who will be responsible for
communicating and escalating support issues between the companies.
2.
Reporting Issues - Customer will report support requests via email or phone as convenient. Customer
agrees to provide Vendor with all information requested by Vendor and required to resolve the
reported issue.
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3.
Support Center coverage - Vendor's Support Center is staffed Monday through Friday from 8:00 a.m.
to 8:00 p.m. Eastern Standard Time.
I.
Issue and Severity Definition and Priority Condition Escalation Table -
Critical
Down -
Production or Development System
Complete failure of the system to perform correctly. This includes severe slowdowns of
productivity or throughput. DataBank should acknowledge receipt of the problem reported
immediately. DataBank will assign the appropriate resources within approximately one (1)
hour. If Customer agrees, the response time may be later, but in no event later than twenty-
four (24) hours.
High - Major feature failure
Serious failure of software/hardware component, which does not result in complete system
failure, but does impact productivity and/or throughput. DataBank shall provide one (1) hour
telephone response. DataBank will assign the appropriate resources within twenty-four (24)
hours.
Medium- Recurring problem which affects productivity
Recurrent problem, which affects productivity or the throughput of the system. DATABANK
agrees to respond by telephone within four (4) hours. Research toward issue resolution should
be started within forty-eight (48) hours.
Low - Cosmetic error not impacting production
Cosmetic error not impacting production. DataBank agrees to respond by telephone within
eight (8) hours.
II.
Priority Condition Escalation Table – Vendor will adhere to the above timeframes for internal
escalation of Customer’s support requests in order to ensure maximum service responsiveness. Vendor
will not be held liable for any items reasonably outside of their control. Vendor will take all reasonable
steps to meet these response and resolution times but will not be financially penalized should these
timeframes not be met.
III.
End-of-Life Product Support - Vendor agrees to support the then current version of the software and, at
a minimum, the preceding two releases, in accordance with the provisions herein.
IV.
Vendor will provide, on a monthly basis, an electronic summary of services via email at no additional
cost.
Appendix C - Support Services Fees
Support Services may be purchased from Vendor pursuant to the fee arrangements listed below:
SERIAL 14060-CI
I.
Instance Based Support
The Instance Based Support program provided by Vendor is based on the number of actual issues rather
than the amount of time spent on resolution. The Instance Based Support Program will prevent Customer
from having to estimate the amount of time needed to resolve future support issues. Instead, Customer can
simply estimate how many calls they would like to have available for issue resolution. If a Customer calls
with an issue, then they will be charged for one issue, regardless of the amount of time it takes to resolve
the call. In an effort to ensure that Customer has the knowledge and resources they need to troubleshoot and
report issues, Vendor includes one Administrator Training course as part of each program level. This will
allow Customer to ensure that staff is adequately trained and will also allow cross training for other
employees without negatively impacting their training budget. For each training class provided by
DataBank or Hyland Software, Documentation will be furnished with the class. This Documentation is
included in the cost for the class.
Support issues can be defined as technical problems experienced by Customer. Issues can be defined as a
broad term covering the range from downed systems to unexpected solution behaviors to general questions
posed by Customer requiring the engagement of Vendors technical resources. Issues will include basic
support calls including: can’t find a document, issues with permissions, etc. Issues do not refer to work
done as part of a project, but an issue may make up an instance.
Unused instances expire one year following the submission of a purchase order for such instances, or if no
such purchase order exists, the date of the invoice for such instances. Under the Instance Based Support
program, Vendor charges travel time to all on-site service calls. Additional Certified Administrator
Training courses (both classroom and virtual classes) are available at a cost of $2,800.00 to Customer.
Vendor will provide, on a monthly basis, an electronic summary of Instance usage to Customer. Any
service requested outside of normal business hours by Customer that are not scheduled at least seventy-two
(72) hours in advance will be billed by Vendor at time and a half. The fees above are exclusive of travel
and other direct, out-of-pocket expenses incurred in connection with the provision of Support pursuant to
this Exhibit (“Expenses”), and Customer shall reimburse Vendor for all reasonable, documented Expenses,
provided that Vendor has complied with Section III (Expenses) below.
II.
Block Time Based Support
Block time will allow Customer to estimate the amount of support needed and then purchase enough time
for Vendor technical resources to provide this support. Customer will prepay a number of hours to be
subsequently used. Customer will be charged in fifteen minute increments by Vendor for any time used.
Block time can be used by Customer for various support and training related services including technical
problems (e.g. - downed system, unexpected system behavior, general questions, additional training, etc).
Level 1 (Bronze)
• $13,500 per year
• 24 instances per year
1 Offered Course – From DataBank course catalogue
Level 2 (Silver)
• $19,000 per year
• 36 instances per year
• 1 Offered Course – From DataBank course catalogue
Level 3 (Gold)
• $25,000 per year
• 48 instances per year
• 2 Offered Course – From DataBank course catalogue
Level 4 (Platinum)
• Negotiated
• Unlimited instances per year
• 2 Offered Course – From DataBank course catalogue
SERIAL 14060-CI
Customer can purchase block time in any increments necessary for $195.00 per hour. Block time does not
expire and all unused block time purchased by Customer will carry over year to year. Vendor will provide,
on a monthly basis, an electronic summary of block time usage to Customer. Under the block times
support program, Vendor charges travel time to all on-site service calls. Any service requested outside of
normal business hours by Customer that are not scheduled at least seventy-two (72) hours in advance will
be billed by Vendor at time and a half. The per hour rate above is exclusive of Expenses, and Customer
shall reimburse Vendor for all reasonable, documented Expenses, provided that Vendor has complied with
Section III (Expenses) below.
Customer can approve discovery and implementation services on a time and materials basis at a rate of
$205.00 per working hour or $195 per hour for pre-paid block time. Customer will be invoiced based on
the amount of time actually required to complete the project. Time and materials will be billed monthly for
services performed.
III.
Expenses
Expenses will be invoiced monthly in arrears at actual cost and will not be paid off of estimates.
A detailed itemization of all Expenses incurred by Vendor must be provided upon Customer’s request.
Expenses submitted for reimbursement will be itemized to reflect actual expenses and be presented in a
format that will detail the Expenses on a daily basis.
As needed, expenses can be approved in advance (e-mail permitted) by the Customer project manager.
Subject to compliance reimbursable Expenses include: mileage expense, airline tickets, parking/tolls,
cab/limo, rental car, hotel room, individual meals (breakfast, lunch, and dinner), hotel telephone,
cellular phone charges, tips, transfers, etc.
Non-reimbursable Expenses include, but are not limited to, the following: office supplies, delivery
charges, group meals charges, copying, postage, administrative fees, report production, corporate
allocation charges.
All expenses shall be subject to Exhibit D.
SERIAL 14060-CI
EXHIBIT D
CONTRACTOR TRAVEL AND PER DIEM POLICY
1.
All contract-related travel shall be prior-approved by County.
2.
Travel, lodging and per diem expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates:
http://www.gsa.gov/Portal/gsa/ep/contentView.do?contentId=17943&contentType=GSA_BASIC
3.
Commercial air travel shall be scheduled at the lowest available and/or most direct flight airfare rate at the
time of any approved contract-related travel. A fare other than the lowest rate may be used only when seats
are not available at the lowest fare or air travel at a higher rate will result in an overall cost savings to the
County. Business class airfare is allowed only when there is no lower fare available to meet County needs.
4.
Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler.
4.1
Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse contractor if the contractor chooses to purchase these
coverages.
4.2
Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle
is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain
written approval from County prior to rental of a larger vehicle.)
4.3
County will reimburse for parking expenses if free, public parking is not available within a
reasonable distance of the place of County business.
4.4
County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking
will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from
the airport.
5.
Contractor is responsible for any other miscellaneous personal expenses, as they are included in
contractor’s lodging and per diem expenses.
6.
The County will reimburse any allowable and allocable business expense, excluding health club fees and
business class air fares, except as indicated in paragraph 3, above.
7.
Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in
individual contracts.
SERIAL 14060-CI
DATABANK IMX LLC, 620 FREEDOM BUSINESS CENTER DR STE 120, KING OF PRUSSIA, PA 19406
2912 MOMENTUM PL, CHICAGO, IL 60689
3520 N 16TH ST, PHOENIX, AZ 85016
PRICING SHEET: NIGP CODE 20446
PAYMENT TERMS:
NET 30
Vendor Number:
2011004853 0 VC0000002417
Certificates of Insurance
Required
Contract Period:
To cover the period ending July 31, 2019 2020 2024.