HomeMy WebLinkAbout2013-117 Library - Crowley Micrographics - for Books $1441.50 [Departmental Use Only]
TITLE Adult and Teen Services
FY 1213
ORANGE COUNTY
CONTRACT UNDER$10,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 15th day of April, 2013, ("Effective Date") by
and between Orange County, North Carolina, a body politic and corporate organized under the laws of the
State of North Carolina, (the "County"), party of the first part; and The Crowley Company (the "Provider"),
party of the second part;
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby
contracts for the services of the Provider, and the Provider agrees to provide the following services to the
County in accordance with the terms of this Agreement,time being of the essence:
The services and/or materials (hereinafter referred to collectively as "Services") to be furnished
under this Agreement are as follows: Aproximately 1560 newspaper pages converted into 300dpi grayscale
JPG images via DVD(s)and 2-3 rolls of 35mm microfilm created from digital images
The term of this agreement rendered shall be from date of submittal to date of completion.
Provider represents and agrees that Provider is qualified to perform and fully capable of performing and
providing the services required or necessary under this Agreement in a fully competent, professional and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies,
ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or
responsibility granted or required by this Agreement,without the prior written approval of the County.
SPECIFIC TERMS
1. Payment: The County agrees to pay at the rates specified for Services satisfactorily
performed in accord with this Agreement. The amount to be paid by the County shall not exceed fourteen
hundred forty one dollars and 50 cents, ($1441.50). Payment shall be made within thirty (30) days of an
invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this
Agreement, County may, without fault or penalty, withhold any payment associated with the work to be
performed until such time as said work is completed.
2. Non—waiver: Failure by County at any time to require the performance by Provider of any
of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor
shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of
this Non-Waiver Clause.
3. Independent Contractor: The Provider shall operate as an independent Provider, and the
County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal,nor state, nor payroll tax of
any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
4. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately
insure itself during the performance of these services as required by the County's Risk Management Policy.
Revised July 2010 I
5. Indemni : The Provider agrees to defend, indemnify, and hold harmless Orange County
from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
part of the Provider.
6. Termination: This Agreement may be terminated at any time by mutual written agreement of
the parties or by the County upon written notice to the Provider.
7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its
terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between
the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced
by telefacsimile signature.
8. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this
Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in
Orange County,North Carolina.
9. Non Appropriation: Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the authority of its statutory
mandate. In the event that public funds are unavailable and not appropriated for the performance of County's
obligations under this Agreement, then this Agreement shall automatically expire without penalty to County
immediately upon written notice to Provider of the unavailability and non-appropriation of public funds.
IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,effective
as of the day first written above.
ORANG C PROVID
By: By:
Cou Manage Title:
200 S. ameron St. The Crowley Company
P.O. Box 8181 5111 Pegasus Court, Suite M
Hillsborough,NC 27278 Frederick,MD 21704
Th' in n 77proved as to technical content.
7
Lu nda Munger epartment ector
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
Office of the Finance Director
70rs been approved as to form and legal sufficiency.
Offi of the unty Attorney
Revised July 2010 2
February 20,2013
Document Conversion Proposal
Prepared for
Orange County Public Library Contact: Anne Pusey
137 W. Margaret Lane Phone: (919)-245-2534
Fax:
Hillsborough,NC 27278 e-mail: apusey @orangecountync.gov
Proposal#: 1569_3781 From: Meghan Wyatt Terms:Net 30
Statement of Work
Specifications for document conversion from newspapers; approximately 1560 pages
1)Deliverables:
300dpi grayscale JPG images via DVD(s)
2-3 rolls of 35mm microfilm created from digital images
2) Client Supplied:
Newspapers for scanning
3) Contractor Tasks:
Scan papers to 300dpi grayscale JPG images(gf80)
Deliver images in directories by date: mmddyyyy with images numbered sequentially within: 0001.jpg,0002.jpg
etc
Deliver-images to client via DVD(s)
Write images to 35mm silver negative microfilm(2-3 rolls approximately)
Return papers,images and film to client when project is completed.
***PLease note,Crowley will remove client data from network 30 days after image delivery. Any issues must be
reported within this timeframe.***
4)Period of Performance:
A. Approximately 30 business days from receipt of Client Supplied items
5)Security:
A. All materials will be treated as confidential whether marked so or not
6)Shipping and Handling:
A. Client shall be invoiced for return shipping.
7)Pricing:
A. All pricing is an estimate based on a survey of the document collection
and discussions regarding
requirements
B. Invoice will reflect actual page and document numbers processed
Line Items
Quantity Item Description Unit Price Total Price
Scanning
1,560 images 300dpi grayscale: newspapers $0.500 $780.00
Archive Writing
1,560 images Archive Writing to 35mm microfilm $0.200 $312.00
CD/DVD-Mastering
2 DVDs DVD delivery of images $25.000 $50.00
Misc/Other
1 One Time Charge Job setup fee $250.000 $250.00
3 rolls Roll charge: 35mm silver negative $16.500 $49.50
Subtotal: $1,441.50
Estimate Total: $1,441.50
1569_3781 Proprietary and Confidential Page 2 of 5
The Crowley Company
Standard Conversion Conditions
Unless otherwise stated in the Statement of Work
Prep&Reconstruction
• Documents will be delivered to the Crowley Company ready to scan.All types of bindings,staples,clips and fasteners will be removed.
All page repairs,cutting,unfolding,cleaning and remounting of post-it notes will be performed prior to delivery.
• Document Reconstruction will not be performed.Documents may be rubber banded together or placed back in the original folder or
binder.
• Replacing bindings,staples,clips and fasteners or placing documents back on to folder or binder posts will not be performed.
Scanning(Books,Paper,Large Format)
• Scanned using the following methods:
• DPI:300 for any OCR type output.
• DPI:200 for any image only type output.
• All pages will be scanned in Bitonal(black and white)mode.
• Deskew:Automatic mode only--depending on the source material all pages may not be deskewed correctly.
• Black Border Removal:Automatic mode only--depending on the source material all pages borders may not be removed correctly.
• Blank Page Removal:Automatic mode only--depending on the source material all blank pages may not be removed correctly.
Scanning(Microfilm,Microfiche,Aperture Card)
• Scanned using the following methods:
• DPI:300 for any OCR type output.
• DPI:200 for any image only type output.
• All pages will be scanned in Bitonal(black and white)mode.
• Deskew:Automatic mode only--depending on the source material all pages may not be deskewed correctly to Microform frame edge.
• Black Border Removal:Automatic mode only--depending on the source material all pages borders may not be removed correctly.To
Microform frame edge.
• Blank Page Removal:Automatic mode only--depending on the source material all blank pages may not be removed correctly.
Scanning(Photographs,Negatives,Slides)
• Scanned using the following methods:
o DPI:300
• All images will be scanned in Color mode 24 bit JPEG output.
• Deskew:Automatic mode only--depending on the source material all pages may not be deskewed correctly.
• Black Border Removal:Automatic mode only--depending on the source material all pages borders may not be removed correctly.
Default Output File Format
• Binary Images:TIFF Multi-page Format
• Grayscale or Color:JPEG
File Naming
• Sequential numeric 8.3 format
Quality Control
• 10%Post process review of all output data and files
Delivery Media or Method
• To Be Determined,but usually CD-ROM,DVD,Removable Drive or via FTP
Shipping
• The client is responsible for delivery of material to and from The Crowley Company.If the client requests delivery and pickup to be
managed by The Crowley Company we will charge the client the actual shipping cost plus handling.
Retention of Material
• Materials must stay at The Crowley Company through completion of the QA process as it may be required for corrections.
Back-up Copies of Deliverables
• The Crowley Company will maintain a backup copy of the delivered product for a period of time no longer than 30 days.
1569 3781 Proprietary and Confidential
The Crowley Company Page 3 of 5
Rights and Restrictions
This document contains confidential information of The Crowley Company,which is provided for the sole purpose of permitting the recipient to evaluate the
proposal submitted herewith.Inconsideration of receipt of this document,the recipient agrees to maintain such information in confidence and not reproduce or
otherwise disclose this information to any person outside the group directly responsible for evaluation of its contents.There is no obligation to maintain the
confidentiality of any information which was known to the recipient prior to receipt of such information from The Crowley Company,or become publicly known
through no fault of recipient,or is received without obligation of confidentiality to The Crowley Company.All conditions in this proposal are valid for a period not to
exceed(thirty)30-days unless extended in writing.
This proposal has been prepared in accordance with accepted techniques for content conversion and The Crowley Company's understanding of the clients
requirements based on the information provided to us.All values,charts,designs,and related information contained in this proposal reflect The Crowley Company's
best estimates based on this information.However,actual operating environment(including,among other aspects,speeds,configuration,personnel,and costs)may
vary from the information furnished due to variation in volume,environment,personnel,and other factors and,therefore,The Crowley Company,cannot warrant the
accuracy of such estimates without actual detail analysis of the application requirements.
Standard Proposal Conditions
1. A purchase order(PO)or signed proposal and deposit(when required)must be received prior to the commencement of work.
2. Quoted prices remain in effect for a 30-day period from the date of the proposal.
3. Invoicing will occur with each deliverable or milestone.
4. Document conversion pricing contained in this proposal is based upon volume estimates supplied by the client.If actual volume is more than 10%lower than
the supplied estimates,the price per unit may be subject to increase.
5. Samples provided by the client for the purpose of preparing the related proposal must be representative of the document structures for the complete data set.
Should The Crowley Company encounter hard copy or electronic material that is significantly different than the samples provided or described,The Crowley
Company reserves the right to terminate the contract or re-negotiate the pricing structure.
6. The client must provide a signed release for any and all copyright material that is provided to The Crowley Company to be scanned or converted electronically.
7. Unless otherwise directed by the client,The Crowley Company assumes that all books,journals,magazines or bound documents supplied for conversion may
be cut or have the bindings removed to facilitate the scanning process.The Crowley Company will retain all source materials for 90 days following the
completion of work,after which The Crowley Company will return the material at the client's expense.
8. The client and The Crowley Company will agree to a start date and schedule of production upon contract award.In the event of client deviations from the
schedule,The Crowley Company will be notified at least 5(five)days prior to the change.New setup charges may apply.
9. The client shall,upon the receipt of contract deliverables,have 10(ten)working days to provide The Crowley Company,in writing,a list of any changes that
are required to the material in order to meet the proposed Statement of Work.
10. Prior to,and during the implementation process,the client will make available a Subject Matter Expert(SME)who processes adequate decision-making
authority for consultation on all structural issues that may arise.To avoid delivery delays,the SME will respond within 2(two)business days to any questions
raised by The Crowley Company.
11. The cost of delivering and returning hard copy or electronic media and materials shall be home by the client and are in addition to the prices quoted in this
proposal.All shipping charges will be billed at published rated.
12. On all conversion projects over 1000 pages,a sample of the material will be converted to validate the conversion process and the automated filters.This sample
deliverable will be reviewed by the client and must be signed off before full production may proceed.Delays in approval will impact upon the delivery
schedule.Any process or filter changes requested by the client once production has begun must be submitted in writing and will be undertaken at the rate of
$60.00 per hour.
13. Any client-approved purchases from third parties will be charged to the client at cost plus 15%.
14. The client will ensure that any electronic material provided to The Crowley Company will be scanned for viruses.The client assumes responsibility for delays
in delivery resulting from client-introduced viruses.
15. To the extent that there is any inconsistency between the Standard Conditions,the Statement of Work and a Contract,PO or Proposal,then the Statement of
Work and these Standard Conditions shall govern.To the extent that there is any inconsistency between the Statement of Work and these Standard Conditions,
the Statement of Work shall govern.
16. If any provision of these conditions is held to be unenforceable,the parties shall substitute for the affected provision an enforceable provision that approximates
the intent and economic impact of the effected provision.The failure or delay of The Crowley Company to enforce any of these conditions shall not be
construed as a waiver of the same.
17. This agreement shall be governed by,subject to and interpreted in all respects in accordance with the laws of the United States of America and the State of North Carolina
1%77fMM.In the event of a dispute,both parties agree to mediation before litigation.In the event of litigation initiated by either party,the unsuccessful litigant
shall be responsible for all legal or other fees associated with such litigation.
1569_3781 Proprietary and Confidential Page 4 of 5
The Crowley Company g
How the logistics and conversion will be managed
The Crowley Company will manage the project.A project manager will have overall responsibility for the project.The project manager will act as the primary point
of contact between The Crowley Company,and the client.The project manager has full authority and responsibility of all aspects of the project.This will insure any
issues are addressed in the most responsible,consistent method available.
Issues regarding notification or information transfer will be defined and implemented to insure the"lines of communication"are always open and available.
How disputes will be resolved
The assigned conversion project manager and The Crowley Company point of contact will be the final decision points of a dispute.Both parties will address all
issues of the conversion and the joint agreement of the two will be final.The Crowley Company manager will make every attempt to resolve all issues of quality
within The Crowley Company control.In some cases,the equipment/technology cannot resolve a quality issue.In this case,The Crowley Company manager will
demonstrate the issues of concern and a joint decision will be agreed upon.At any point in the conversion,a condition/decision may effect the scope of the
conversion.Both parties have the right to present a"change of scope"amendment to the contact.Both parties must agree to the'change of scope".
Change of Scope
Additional information that may be required or decisions about project variables that may be needed to continue will be submitted in writing.Prompt answers will
help in retaining the project time estimates.If there will be any delays,the client will be notified immediately.
If project variables change,including,but not limited to,capacities,volumes,quality,output requirements,and/or delivery schedule,pricing will be modified to meet
the mutually agreed upon change of scope.The Crowley Company.will be notified immediately if such change of scope occurs during the course of a formal project
implementation.
Any change in the scope of work,including but not limited to,image resolution,indexing methods,delivery schedules,document preparation,issue resolution,may
resulting a delay in product delivery,If there will be delays,the client will be notified immediately.
Pick-up&Delivery Schedule
The Crowley Company,will work with the client to develop a pick-up and delivery schedule that is mutually beneficial.
Signature Date
Title
Proprietary and Confidential Page 5 of 5
1569_3781 The Crowley Company