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HomeMy WebLinkAboutMicrofilm processing and delivery - IMAwrr�re RESOLUTION 2015-419 ADOPTED DOC ID: 10791 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-419 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 5,2015: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Agreement between the Town of Southold and Imaging & Microfilm Access, 150 Knickerbocker Avenue, Bohemia, New York, regarding processing and delivering the Town's microfilm at a cost of $14.00/roll, plus shipping and handling costs, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: James Dinizio Jr, Councilman SECONDER: Jill Doherty, Councilwoman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell ORIGINAL AGREEMENT AGREEMENT dated as of April 1, 2015 between THE TOWN OF SOUTHOLD, with offices at 53095 Main Road, Southold, NY 11971-4642 ("Southold"), and IMAGING & MICROFILM ACCESS ("IMA") with offices 150 Knickerbocker Avenue, Bohemia, New York 11716 ("IMA"). WITNESSETH WHEREAS,, Southold desires to retain IMA to process rolls of 16mm microfilm and IMA desires to provide such service. NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained, the parties Hereto agree, as follows: 1. Services. IMA shall process and deliver back rolls of 16mm microfilm sent to IMA by Southold, as more fully described in Exhibit A attached hereto (the "Services"). 2. Term of Agreement. This Agreement shall commence on the date hereof and shall continue for a period of one year. Thereafter, this Agreement may be renewed upon written agreement between the parties. I Compensation. The Town shall pay to IMA, for* Services actually performed, based upon the rates as set forth in Exhibit A (the "Contract Fees"). The Contract Fees shall be payable within thirty, (30) days of receipt of an itemized invoice from IMA. 4. Independent Contractor. IMA shall furnish the Services as an independent contractor and not as an employee of the Town.. IMA shall be responsible for all compensation, taxes, contributions and other benefits to' the staff performing the services, including, without limitation, salary, federal/state/local income or payroll taxes, and health, accident and workers' compensation benefits. 5. Proprietary Information. IMA acknowledges that any and -all information and other materials of the Town received or reviewed by IMA or IMA's employees or agents in furtherance of INLVs: obligations under this Agreement, concerning the personal, financialor other, -affairs 'of the Town, is confidential and proprietary information (the "Proprietary Information"). IMA shall not permit the duplication; use or disclosure of any Proprietary Information to any person (other than IMA's staff) unless the duplication, use or disclosure is authorized in writing by the Town. In furtherance, of this obligation, IMA shall implement procedures to prohibit the disclosure of the Proprietary Information,which procedures: shall be not less protective than procedures used by IMA to protect its own confidential and proprietary information. Any information that at the time of disclosure is generally known by the public will not be treated as Proprietary Information under this Agreement. 6.-- Insurance and Indemnity.' (a) IMA shall: maintain, at its sole expense, satisfactory insurance .that will cover liabilities assumed under this Agreement, including, without limitation, the specific- insurance coverage required as set forth below.. _ IMA, shall provide to the Town; upon the execution of this Agreement, ,certificates of insurance indicating that the required coverages are and .will be in effect throughout the term of ihis-Agreement. IMA shalt maintain, at its sole expense, the'following-coverages: (i) General Liability. Insurance covering IMA's general and contractual liability, which shall provide an annual limit and annual aggregate commensurate with the liabilities assumed by IMA- under this Agreement or. otherwise'and shall be provided on an "occurrence" form; and (ii) Worker's Compensation and Employer's Liability. Worker's Compensation and Employer's Liability coverage in the amounts and otherwise as required by applicable law. (b) Notwithstanding any of the insurance requirements or limits set forth above, IMA agrees that it shall indemnify and keep harmless the Town and each of the Town's trustees, directors, officers, agents, employees, counsel and other professionals, consultants, subconsultants, licensees, invitees, successors and assigns (collectively',.' the "Indemnitees") against' any and all liability, judgments, costs, damages and expenses (including, without limitation, all counsel fees and expenses), incurred by them, directly or indirectly, in whole or in part, as a result of any misrepresentation by IMA hereunder, or any act or omission by IMA, its agents, or employees. (c) No personal liability arising out of this Agreement shall accrue against any individual trustee, officer, director, shareholder, representative, fiduciary, employee or attorney of the Town or IMA. 7. Termination. Either party may terminate this Agreement upon thirty (30) days notice by registered or certified mail, return receipt requested, addressed to the other party. If this Agreement is terminated, the Town shall only be liable for payment of that portion of the Contract Fee earned as a result of work actually performed prior to the effective date .of the termination. 8: Entire Agreement and Modification.. This Agreement represents the entire, integrated Agreement between the Town and IMA, and supersedes any prior negotiations, representations or agreement. This Agreement may only be modified by a written instrument signed by both parties. 9. Governing Law. This Agreement is subject to and shall be interpreted in accordance with the laws of the State of New York. 10.'- Notices; Communications. All notices. and communications required or permitted hereunder shall be delivered in writing either personally to the respective representatives. of. the Town and IMA as set forth below or by registered or certified mail, postage'prepaid, return receipt requested to the following addresses: jo If to the Town: The Town of Southold 53095 Main Road PO Box 1179 Southold, NY 11971-4642 Attention: Elizabeth Neville If to IMA: Imaging & Microfilm Access 150 Knickerbocker Avenue Bohemia, New York 11716 Attention: Mitchell Davis IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above. IMAGING & MICROFILM ACCESS By: President THE TOWN OF SOUTHOLD EXHIBIT A March 14, 2015 Elizabeth Neville Town Clerk Town of Southold 53095 Main Road PO Box 1179 Southold, NY 11971 RE: Proposal for microfilm processing services for the Town of Southold Dear Betty, Thank you for your interest in processing your town's microfilm with IMA. As promised, I have provided pricing, below, for processing a minimum of 4 rolls per delivery. After processing is complete, we will forward 1 out of every 4 rolls to Bill Hulik at Filmtek to obtain NYS third party inspection. Since you will be filming large format documents on 16mm film, it is likely that Mr. Hulik will note that, although your film falls within NYS specifications for density and resolution, the documents that exceed 11"x17" should be filmed on 35mm film for archival purposes. We recommend that you place an additional leading target stating that the original paper records are being retained in addition to the 16mm images. We can work with you on the language. Processing will be performed and each roll will be placed on it's original spool and in it's original corresponding box. Each roll will be inspected by IMA for compliance with resolution and density standards and 1 of every 4 rolls will be shipped to Filmtek for third party inspection. Pricing: Processing of 100' 16mm rolls (4 roll minimum) _ $14.00/roll Shipping/Handling to third party inspector and final delivery to Southold will .vary according to the number of rolls per shipment. UPS,Ground service will be utilized unless otherwise instructed. Betty, we appreciate the trust that you will be placing with us for the processing of this important information. We look forward to working with you and your staff on this. Sincerely, Mitch Davis President