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HomeMy WebLinkAboutAgreement A-16-676-1 with BMI Systems Inc..PDF Agreement No. 16-676-1 1 FIRST AMENDMENT TO AGREEMENT 2 THIS FIRST AMENDMENT to Agreement No. 16-676 ( "Amendment I") is made and 3 entered into this 9th day of October , 2018 ("Effective Date"), by and between the 4 County of Fresno, a political subdivision of the State of California ("COUNTY"), and BMI Imaging 5 Systems, Inc., a California corporation, whose corporate address is 1115 E. Arques Avenue, 6 Sunnyvale, CA 94085, ("CONTRACTOR"), 7 WITNESSETH: 8 WHEREAS, COUNTY and CONTRACTOR entered into Agreement No. 16-676, dated 9 December 6, 2016 ("Agreement') pursuant to which CONTRACTOR agreed to issue software 10 licenses for its online Hosting Service known as DIGITAL REEL TM; and 11 WHEREAS, COUNTY AND CONTRACTOR now desire to amend the Agreement to 12 upgrade the DIGITAL REEL system and to further increase the maximum compensation 13 payable hereunder. 14 NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of 15 which is hereby acknowledged, COUNTY and CONTRACTOR agree to amend the Agreement as 16 follows: 17 1. Section 6. COMPENSATION/INVOICING is deleted in its entirety and replaced with 18 the following: 19 "A. License and Hosting 20 For each year of the possible five (5) years of this Agreement, COUNTY agrees to pay 21 CONTRACTOR and CONTRACTOR agrees to receive compensation for annual 22 hosting, licensing for 10 kiosk users and 15 named users, support and maintenance as 23 follows: 24 December 2016— November 2017 $20,100 25 December 2017— November 2018 $20.100 26 December 2018— November 2019 $26,400 27 December 2019— November 2020 $26,400 28 December 2020 — November 2021 $26,400 -1- 1 Total $119,400 1 2 COUNTY agrees to pay CONTRACTOR compensation for the professional services for 3 the DIGITAL REEL upgrade in the amounts set forth in the Project Summary attached 4 as Exhibit "A" and incorporated by this reference. 5 PROFESSIONAL SERVICE FEES 6 1. Digital Reel Conversion from Microfilm (Rescan) $14,000 7 2. Conversion of Vital Records to current system $7,500 8 3. Archive Write 5-year History to 16mm film $180,000 9 4. Upload of images/Indices from Tyler $30,000 10 5. Project Management Fee & Technical Services $10,000 11 6. Transportation of Material $1,000 12 7. External HD for tiff images $500 13 Taxes $19,379 14 Total $262,379 A. Additional License Fees 15 16 COUNTY may purchase additional named user licenses at the following price/volume 17 combination: five (5) users for$3,000.00. In no event shall costs for additional licenses exceed $6,000.00. 18 B. Extra Professional Service Fees 19 Extra Professional Service Fees shall only be paid to CONTRACTOR if any 20 Professional Services are performed by CONTRACTOR upon COUNTY'S written 21 request in an amount exceeding the Professional Services included in this Agreement 22 and described in Exhibit A. In no event shall payment for Extra Professional Service 23 Fees exceed $50,000 for the entire potential five (5) year term of the Agreement. 24 C. Maximum Compensation 25 In no event shall compensation for services performed under this Agreement for the 26 entire possible five (5) year term exceed $437,779.00. It is understood that all expenses 27 incidental to CONTRACTOR'S performance of services under this Agreement shall be 28 borne by CONTRACTOR. -2- 1 CONTRACTOR shall submit annual invoices for hosting fees and monthly invoices for 2 One-Time Fees as tasks are completed (referencing the provided contract number), 3 either electronically or via mail to the Fresno County Recorder, 2281 Tulare Street 4 Room 302, Fresno, CA 93721. COUNTY will pay CONTRACTOR within forty-five (45) 5 days of receipt of an approved invoice, by mail addressed to CONTRACTOR'S 6 remittance address at 1115 E. Arques Avenue, Sunnyvale, CA 94085." 7 2. Add "Section E. CYBER LIABILITY" at page 16, between lines 3 and 4: 8 "CONTRACTOR shall obtain cyber liability insurance with limits of not less than Two 9 Million Dollars ($2,000,000) per occurrence. Coverage shall include, but not be limited 10 to, claims involving Cyber Risks. The cyber liability policy shall be endorsed to cover the 11 full replacement value of damage to, alteration of, loss of, or destruction of intangible 12 property (including but not limited to information or data) that is in the care, custody, or 13 control of the CONTRACTOR. 14 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security 15 Breaches, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of the CONTRACTOR's obligations under Section 2 of 16 this Agreement; (iii) infringement of intellectual property including, but not limited to 17 infringement of copyright, trademark, and trade dress; (iv) invasion of privacy, including 18 release of private information; (v) information theft; (vi) damage to or destruction or 19 alteration of electronic information; (vii) extortion related to the CONTRACTOR's 20 obligations under this agreement regarding electronic information, including Personal 21 Information; (viii) network security; (ix) data breach response costs, including Security 22 Breach response costs; (x) regulatory fines and penalties related to the 23 CONTRACTOR's obligations under this agreement regarding electronic information, 24 including Personal Information; and (xi) credit monitoring expenses." 25 3. Section 11, "Hold Harmless" is deleted in its entirety and replaced with the following: 26 "CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, 27 defend the COUNTY, its officers, agents, and employees from any and all costs and 28 expenses (including attorney's fees and costs), damages, liabilities, claims, and losses, -3- 1 and any and all claims, damages, costs, fees, regulatory fines and penalties, and forms 2 of legal action involving Cyber Risks, occurring or resulting to COUNTY in connection 3 with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or 4 employees under this Agreement, and from any and all costs and expenses (including 5 attorney's fees and costs), damages, liabilities, claims, and losses, and any and all 6 claims, damages, costs, fees, regulatory fines and penalties, and forms of legal action 7 involving Cyber Risks, occurring or resulting to any person, firm, or corporation who 8 may be injured or damaged by the performance, or failure to perform, of 9 CONTRACTOR, its officers, agents, or employees under this Agreement. 10 COUNTY agrees to indemnify, save, hold harmless, and at CONTRACTOR'S 11 request, defend the CONTRACTOR, its officers, agents, and employees from any and 12 all costs and expenses (including attorney's fees and costs), damages, liabilities, 13 claims, and losses occurring or resulting to CONTRACTOR in connection with the 14 performance, or failure to perform, by COUNTY, its officers, agents, or employees 15 under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any 16 person, firm, or corporation who may be injured or damaged by the performance, or 17 failure to perform, of COUNTY, its officers, agents, or employees under this Agreement. 18 In the event of a claim of alleged infringement of patent rights, copyright, trade 19 secret rights, or intellectual property rights, to the fullest extent permitted by law, 20 CONTRACTOR agrees to and shall indemnify, save, hold harmless, and at COUNTY's 21 request, defend COUNTY, including its officers, officials, agents, and employees from 22 any and all demands, costs and expenses, penalties, attorney's fees and court costs, 23 damages of any nature whatsoever (including, without limitation, injury or damage to or 24 loss or destruction of property), judgments (including, without limitation, amounts paid in 25 settlement and amounts paid to discharge judgments), liabilities, claims and losses, 26 suits, actions or proceedings of every name, kind and description occurring or resulting 27 to COUNTY, out of or in connection with any claim that is based on the infringement (or 28 assertions of infringement) of any of patent rights, copyright, trade secret rights, or -4- 1 intellectual property rights with respect to services, software, or any Equipment 2 provided by CONTRACTOR as part of this Agreement, including, but not limited to, 3 their materials, designs, techniques, processes and information supplied or used by 4 CONTRACTOR or any of CONTRACTOR's subcontractor of any tier in performing or 5 providing any portion of CONTRACTOR's obligations as outlined in this Agreement. If, 6 in any suit, action, proceeding or claim relating to the foregoing, a temporary restraining 7 order or preliminary injunction is granted, CONTRACTOR shall make every reasonable 8 effort to secure the suspension of the injunction or restraining order. If, in any such suit, 9 action, proceeding or claim, the services, software or any Equipment provided by 10 CONTRACTOR or any part, combination or process thereof, is held to constitute an 11 infringement and its use is enjoined, CONTRACTOR shall immediately (a) pay the 12 reasonable direct out-of-pocket costs and expenses to secure a license to use such 13 infringing work, replace the infringing work or modify the same so that it becomes non- 14 infringing, and (b) make every reasonable effort to secure for the COUNTY a license, at 15 no cost to COUNTY, authorizing COUNTY's continued use of the infringing work. If CONTRACTOR is unable to secure such license within a reasonable time, 16 CONTRACTOR, at its own expense and without impairing performance requirements 17 of the services, software, or any Equipment provided by CONTRACTOR as part of this 18 Agreement, shall either replace the affected services, software, or any Equipment 19 provided by CONTRACTOR as part of this Agreement, combination or process thereof, 20 with non-infringing services, software, or other equipment, or modify the same so that 21 they become non-infringing." 22 COUNTY and CONTRACTOR agree that this Amendment I is sufficient to 23 amend the Agreement and that upon execution of this Amendment I, Amendment 1 24 and the Agreement shall together constitute the complete Agreement between the 25 parties. 26 The Agreement, as hereby amended, is ratified and continued. All provisions, 27 terms, covenants, conditions and promises contained in the Agreement and not 28 amended herein shall remain in full force and effect. -5- 1 EXECUTED AND EFFECTIVE as of the date first above set forth. 2 CO TRACTOR CO:;NTY OF FRES":O 3 c 4 SIA William Whitney, Pres' and CEO SqT Q m ro, hairperson of the Board of 5 Date: / S is the County of Fresno S d— / �� 6 ATTEST: 7 --� n Bernice E. Seidel Janice Harrison, Controller/Treasurer Clerk of the Board of Supervisors 8 ^� '�l 1� County of Fresno, State of California Date: `� 1 9 By: � 10 Deputy 1115 East Arques Ave 11 Sunnyvale, CA 94085 12 FOR ACCOUNTING USE ONLY: 13 Fund No.: 0035 14 Subclass No.: 17058 Org No.: 10480000 15 Account No.: 7295 16 17 18 19 20 21 22 23 24 25 26 27 28 -6- EXHIBIT "A" imaging systems BMI Imaging Systems, Inc. 749 W. Stadium Lane Sacramento, CA 95834 Michael D. Aufranc maufranc@bmiimaging.com 800.488.3456 x405 FRESNO Digital ReeL System Upgrade September 13, 2018 Prepared for: Assessor-Recorder County of Fresno ITAL imaging systems September 13, 2018 Ms. Gina Luna Ms.Joann Ebisuda Assessor-Recorder County of Fresno 2281 Tulare Street, Room 201 Fresno, CA 93721 Dear Gina and Joann, Thank you for taking the time to meet with me. BMI appreciates the opportunity to provide the Fresno County Assessor-Recorder with information regarding the system upgrade to Digital ReeL. Included with this proposal are the following items: ➢ About BMI ➢ Project Goals ➢ Work Plan ➢ Schedule of Fees BMI looks forward to working with the Fresno County Assessor-Recorder in making this another successful project. If you have any questions or need any additional information, please contact me at(916) 924-6666 x405. Sincerely, O*u "s Michael D. Aufranc 11 About BMI BMI Imaging Systems was incorporated in 1958 with the primary business plan to film County records and is an acknowledged leader in the image conversion services marketplace. Since 1958 BMI has implemented hundreds of solutions throughout the United States and provides a full range of image and data management services and product solutions. We also design and implement custom high-performance image and data solutions and support installed systems through web, phone and on-site support. Building upon a track record of quality and dependability, we were able to expand our services to include preservation-related microfilming of some of California's leading newspapers, as well as some of the world's rarest books and manuscripts.This success spawned a reputation for service, precision, reliability and innovation. We have been scanning microfilm based records for nearly 20 years and have performed many successful projects in CA including the Fresno County Recorder along with the Fresno County Board of Supervisors. Our Digital ReeL technology is currently in use by over 35 Counties in California. BMI maintains two comprehensive production facilities located in Sunnyvale, CA and Sacramento, CA. Both production facilities are free-standing, alarmed, and equipped with automatic sprinkler systems throughout. The Sunnyvale Facility is equipped with an internal storage vault used for the safe-keeping and protection of client material and data. This area is constructed with concrete floor, walls and roof and is secured with a vault door to control access. This storage area is fully climate controlled and has internal fire-suppression equipment. This project will be performed at our Sunnyvale, CA facility. We currently employee approximately 60 team members. The Sunnyvale corporate headquarters facility is in the center of Silicon Valley @ 1115 E.Arques Avenue Sunnyvale, CA 94086 Phone:408-736-7444 Our state-of-the-art Sacramento office is located close to downtown @ 749 West Stadium Lane Sacramento, CA 95834 Phone: 916-924-6666 Security/Insurance: BMI's production facilities are protected by an electronic security system. Electronic identification fobs are required for all entrances. This system is monitored 24 hours a day, seven days a week. Both of our production centers are protected by a heat activated sprinkler systems that notify the fire department when activated. Customer microfilm records that are not actively being processed are stored within a locked 7000 cubic foot walk-in vault with a two-hour fire rating. All customer film stored in our facility is covered by an Inland Marine valuable papers insurance policy with a limit of $2,000,000. Client film shipped from our facility is also covered by an Inland Marine policy to a limit of$200,000 per shipment. At the time of their hiring, all of our employees are given an employee handbook that is 21 based on a framework from the California Chamber of Commerce. This handbook details BMI's employment policies and workplace regulations. As a requirement of employment, each employee is required to sign a non-disclosure agreement that prohibits discussion or distribution of information that originates with or belongs to a client of BMI. All production employees are HIPAA trained and many are DOJ certified to work on Law Enforcement and Confidential documents. BMI currently employs 60 staff members between our two facilities. Our client base includes approximately 3,000 governmental agencies and private industry interests. Confidentiality: BMI has security policy documents in place as we process a high volume of confidential material on a daily basis including HIPAA documentation. These security documents can be provided to the County management upon request prior to contract award. All scanning will take place at our Sunnyvale, CA facility which has recently been certified to be in compliance with the National Institute of Standards and Technology Special Publication (NIST SP) 800-53 guidelines. Below is additional information regarding our security and facility: PudicAaea Arse RezmdeE Area H.9*Resbiged Aroa. aN art.' ama anc. are aa.. arw aura Amsaa comr« o­ aas aca t aer a.naauay e.ww..m ��'^ ans Hren s.sar+r • 1 Rw Ralee Ralaay vsm oo« ueo'au. _ an �, a comro� Aae..cacai sbrau. x.ed.nuan De'"L° .coa pp Dada ocean cocoa 31 Project Goals BMI currently hosts historical land records for the Assessor-Recorder for the time period of 1979— 1853. Listed below are the goals of this Digital ReeL system upgrade: ➢ Achieve best standards compliance for microfilm creation of Official Records. Create archival quality standard rolls from previously recorded documents. The documents written to 16mm microfilm x 215' @ 40x and will include un-redacted Official Records. ➢ Provide a portal for County to upload newly recorded documents to keep current with archive and back up needs. The County will upload both redacted and un-redacted Official Records. ➢ Acquire a copy of recorded images and indices from 1980 to current which will be added to the existing hosted site (redacted and un-redacted) estimated at 22,000,000 images. ➢ Provide a complete disaster recovery system by replicating the entire history of the County in two geographically different data centers. ➢ Provide back-up images for the current recording system. ➢ Convert older on premise Vital Records system to hosted Digital ReeL version. ➢ Replacing poor quality images in the current Digital ReeL systems from better quality microfilm rolls (rescanning of rolls). Work Plan BMI will be shipping an external HD (encrypted)that can be utilized to copy the Official Records from Tyler as described above along with the Digital ReeL Vital Records images and indices. This data will be processed and converted to the current version of Digital ReeL. BMI will provide a secure FTP for the submission of the backlog documents that need to written to microfilm. This will be a one time project. For more current recorded documents, BMI will provide a portal for daily submission of recorded images and data (MDA or Microfilm Digital Archive). The final result of these projects is the County will have access to the complete history of Fresno County land records in Digital ReeL format located in two geographically different data centers for disaster recovery purposes. Additionally,we will achieve best standards compliance by creating archival microfilm rolls for recorded images. Lastly, BMI will provide pick up and delivery services for the 400 rolls that need to re-scanned. Protect Management: BMI believes that a process driven, repeatable and predictable program is one that yields expected results. The following describes our normal process for project startup and monitoring as the project progresses. ➢ Project Kickoff Meetings and Workshops ■ The BMI Account Executive and BMI assigned Project Manager meet with the Counties Project Management Team (via phone, web conference, or in 41 person) to clarify the expectations of the project deliverable, reporting requirements and completion dates. ➢ Project Status Measurement, Monitoring, Meetings, and Reporting ■ All material is entered into BMI's production tracking system, JobTraQ. There is a project level status report that shows all the processes for that project and how all material is distributed across those processes. Each project is broken in milestones that will require communication between both parties (via phone, web conference, or in person) to approve milestone deliverables and resolve issues. Reports can be generated as agreed to by both parties during the Kickoff Meeting. ➢ Project Productivity and Budget Measurement and Monitoring ■ A project schedule is determined during the Kickoff Meeting. Milestones are created and completed throughout the project in accordance with the project schedule. Project budgets are tracked with the completion of each milestone to provide a clear picture of funds available/used at a given time during the project. ➢ Source and Deliverable Data Transmittals ■ Deliveries or shipments from BMI for original material and/or physical product deliverable will contain a Customer Copy and BMI Copy transmittal sheet that requires a client signature upon receipt. Electronic product deliverables will be followed up with an email requesting client approval and receipt. ➢ Confirmation of Requirements and Specifications ■ The purpose of the Kickoff meeting is to confirm the project specifications and deliverable requirements. If during the course of the project the project specifications and deliverable requirements need to be changed, the project will be put on hold and written documentation will be generated and agreed to by both parties. BMI development and project management staff then put in place procedures through which all project work is directed. While some of these procedures are manual (prep and scanning) most image management and data merging processes are automated. (See example of BMI HUB screenshot indicating management process tracking. All processes are tracked and monitored. 51 D MHO — n0 ES J•ea 25% ©112 347 0 262 PROJECT MANAGERS saMRE JOB �LIMLF JOF 1 ■1 ■1 v,I .,a a Prpl•a M nap., soma .mp,.as _ I�r,�nr Tam Ngo m � t c su [inn y 0 T�rrtu� Nna rave icw.a�wr BMI HUB — a 8 Daseeoara NIBS ROLLS J,S, JOB:DR SMPLE navancea a ROLLS r Uaen r Process �an_n Slamrg 95 entres neo s 0.dl Name Group Sbere ErTor Last Upaarea N4Uorr5 320293 CLERK DOCUMENTS aDape P[ccaspr DpE 201dJIS29T1543:OB Hoary Deere 320 7 CLERK DOCUMENTS enage N¢asor REVIEW EDa 201d-05-24115 G325 MO D.. ,-Ew project Ble. Teesy— Z-S Nep- specmea Lre.0 fi01615 CLERK DOCUMENTS Pont Rd Laetl Barak DOZE 201dJIS29T1543:15 Mowry Daete W1d46 CLERK DOCUMENTS Pnm Rd tapes Barcoae Dp1E 201d-05-2pT15 d3.15 Mowry D— 35? CLERK DOCUMENTS pnM Rdl taOEV Bartafe CORE 201dJ15- 154315 Moat' Deere mn2 CLERK DOCUMENTS NM Rd WWS Bar— FNL Users 2012-0201T010p.10 Mowry Derete me Heel ale ra P. MM57 CLERK DOCUMENTS PNM Rd repel E-- FNL User states 2012-041T010M01 Mowry D.. .pm ale nd IxYN 352256 CLERK DOCUMENTS POM Rd Laetl Barcoae FNL User stela 21112—T0100:50 Maury Deere tee MOH aM 'pr.a 60— CLERK DOCUMENTS N.B.W.B-- Y55M[G 201d NT15d3.30 Mowry D— Stax 1000.able pet Page Fast Prenous�•rs �a.. 6 ➢ Data Problem Resolution and Issues Management ■ Any problems or issues with a project are to be discussed with the BMI Project Manager and BMI Account Executive (as needed) to resolve the problems or issues. Written documentation will be sent from the party identifying the problem/issue to the other party. An action plan to resolve the problem/issue will be determined and agreed to in writing by both parties. ➢ Change Control ■ During the Project Kickoff meeting,the scope of the project will be defined to reduce scope creep. If during the project a change is determined and agreed to by both parties, the project will be put on hold, any previous deliverables may be reworked to meet the new requirements, client approval will be requested, and upon client approval receipt the project will continue. ➢ Customer Satisfaction Measurement and Monitoring ■ Milestone approval requests will be sent throughout the project requiring the client to verify they are satisfied with the milestone deliverable. At the completion of the project, a follow up is conducted to inquire on the satisfaction of the deliverable and experience. Proposed Timeline: Weeks 1 2 4 6 8 12 18 24 Tasks Acquire Images/Materials Inventory Prepare Materials Provide Milestone 1 Complete Project Transportation of Materials: ➢ The County will designate a point of contact that will be responsible for communicating with BMI during the project. ➢ The Counties point of contact will work with BMI to allow access of BMI personnel to the material for transport to the BMI document conversion facility. ➢ BMI employs its own drivers and trucks to provide transport of documents to our facilities. ➢ Upon arrival at BMI, each shipment is logged into the BMI job control and tracking system. This includes assignment of a Job Number and box labeling, affixing bar coded document control numbers to boxes for tracking and accountability. The Job Number and box numbers are used throughout the conversion process. ➢ During production the microfilm will be stored in our secure vault following scanning. 71 ➢ BMI intends to utilize our off-shore partners for the following services described herein: Framing of images (these images are out of focus and cannot be read). This allows for efficient printing/saving of images as this eliminates the black border around the frame or copyboard. See samples below: Roll film view: i� g Schedule of Fees Hosting: Item Estimated Volume Unit Price Total Price Dec 2016—Nov 2017 1 $20,100 $20,100 Dec 2017—Nov 2018 1 $20,100 $20,100 Dec 2018—Dec 2019 1 $26,400 $26,400 Dec 2019—Dec 2020 1 $26,400 $26,400 Dec 2020—Nov 2021 1 $26,400 $26,400 Project Total $119,400 Service Fees: Item Estimated Volume Unit Price Total Price Digital Reel-Conversion from Microfilm Rolls(Rescan) 400 Microfilm Rolls $35/roll $14,000 Conversion of Vital Records to current system 1 $7,500/each $7,500 Archive Write 5 Year History to 16mm film x 215' @ 40x 4,000,000 images $.045/image* $180,000 Upload of Images/Indices from Tyler 18,000,000 images $30,000 $30,000 Project Management Fee& Technical Services 1 $10,000 $10,000 Transportation of Material 2 $500 $1,000 External HD for tiff images 1 $500 $500 Sub Total $243,000 Taxable Items(7.975%) $19,379 Project Total $262,379 *Includes upload of images to Digital Reel-format. This same fee will be applicable for the daily upload of images/data for archive writing through the MDA portal.