To: Board of Supervisors
From: Kristin Connelly, Clerk-Recorder
Report Title: Purchase Order with Image Access Corp for High-speed Scanner Service Maintenance
Recommendation: Recommendation of the County Administrator
RECOMMENDATIONS:
APPROVE and AUTHORIZE the Purchasing Agent, on behalf of the Clerk-Recorder, to execute a purchase order with Image Access Corp, subject to the vendor Terms and Conditions, in an amount not to exceed $5,789 to supply the high-speed scanners with maintenance for the period October 2, 2026, through October 1, 2027.
FISCAL IMPACT:
The total purchase of $5,789 will not have any impact on the General Fund as it will be funded 100% by the Department’s Recorder Micrographics/Modernization Fund.
Regular maintenance and service will help extend the useful life of the scanners and delay the need for equipment replacement.
BACKGROUND:
The Clerk-Recorder’s Office utilizes high-speed document scanners to scan and digitize a large volume of official records. These scanners are essential to the Office’s ongoing records management, preservation, indexing and public access operations. To maintain the reliability and performance of this equipment, the scanners require ongoing preventive maintenance and service.
Image Access Corp. is a reseller of service contracts to end-user customers and will provide the Clerk-Recorder’s Office with a service contract for maintenance of the existing high-speed scanners. PAI is the service provider responsible for performing the maintenance services. The maintenance services will support the continued operation of the scanners and help minimize interruptions to the Office’s records scanning and digitization operations.
The vendor’s Terms and Conditions contain a Limitation of Liability provision. The provision generally excludes PAI and its service providers from liability for certain incidental, special, indirect, or consequential damages, third-party claims, loss of profits or data, and loss of use of the product or equipment. It further limits PAI’s liability, subject to the terms and exceptions of the provision, to the lesser of $5,000 or the total amount of PAI’s maintenance service fees paid pursuant to the agreement. The provision includes an exception for claims involving injury to persons caused by the sole negligence of PAI or persons under its direction or control and requires claims to be brought within twelve (12) months after the occurrence of the alleged act or omission giving rise to the damage.
The vendor’s Terms and Conditions also contain an Arbitration provision. The provision requires that, with the exception of disputes concerning unpaid fees, charges, and other amounts due, disputes arising in connection with the purchase order be resolved through binding arbitration in Santa Clara County, California, before a single arbitrator under the American Arbitration Association’s Commercial Arbitration Rules.
The vendor was unable to remove the arbitration provision from its Terms and Conditions. County Counsel has advised that the County does not typically accept mandatory arbitration provisions; however, the Department may accept such a provision. The Department Head determined that accepting the arbitration provision presents an acceptable level of risk given the limited scope and dollar value of the maintenance services.
CONSEQUENCE OF NEGATIVE ACTION:
If this purchase is not approved, the Clerk-Recorder’s Office will not be able to proceed with the proposed maintenance services for its high-speed document scanners. Without ongoing maintenance and service support, the scanners may experience increased downtime or reduced performance, which could affect the quality and timeliness of scanning, indexing, preservation, and electronic access of official records. The Department may also need to identify an alternative maintenance arrangement or incur additional costs to maintain the equipment.