HomeMy Public PortalAbout06_7D_ECS_Attachment A_4th amendment to agreement_ annual software support and related servicesMANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
D ATE: March 2, 2021
TO: The Honorable City Council
FROM: Bryan Cook, City Manager
By: Peggy Kuo, City Clerk
Susan Paragas, Administrative Services Director
SUBJECT: FOURTH AMENDMENT TO THE CONSULTANT SERVICES
AGREEMENT WITH ECS IMAGING, INC. FOR CITY’S ELECTRONIC
CONTENT MANAGEMENT SOFTWARE AND ANNUAL MAINTENANCE
AND RELATED SERVICES
RECOMMENDATION:
The City Council is requested to:
1.Approve the fourth amendment to the Consultant Services Agreement with ECS
Imaging, Inc. (Fourth Amendment) (Attachment “A”), for City’s electronic content
management software (i.e., Laserfiche) and annual maintenance and related
services; and
2.Authorize the City Manager to sign the Fourth Amendment.
BACKGROUND:
1.On April 1, 2014, City Council awarded a Consultant Services Agreement to ECS
Imaging, Inc. (ECS) for the purchase of ECMS (i.e., Laserfiche), two full user
licenses, and a web portal with five concurrent web user licenses. City Council also
approved an agreement with ECS to install Laserfiche, provide annual service
maintenance and related services.
2.On April 21, 2015, City Council approved the First Amendment to the Consultant
Services Agreement with ECS, renewing the annual maintenance and related
services for Laserfiche with an option to extend the agreement for an additional
period of three years and approved the purchase of additional user licenses for the
web portal.
3. On March 6, 2018, City Council approved the Second Amendment to the Consultant
Services Agreement with ECS, renewing the annual maintenance and related
AGENDA
ITEM 7.D.
City Council
March 2, 2021
Page 2 of 3
services for the next three years until May 1, 2021.
4. On April 7, 2020, City Council approved a Third Amendment to the Consultant
Services Agreement with ECS to transition City’s electronic management content
software from on premise server to the cloud and for the annual maintenance and
related services.
5. On February 22, 2021, staff received a quote from ECS Imaging for the annual
maintenance and related services.
ANALYSIS :
Since the purchase of Laserfiche, an electronic content management software, in 2014,
staff has made public records such as City Council and City Commission meeting
minutes, resolutions, ordinances, City Council staff reports, agreements, and building
permits available to the public through a web portal. ECS continues to provide
document scanning service, building and customization of the City’s public records web
portal, and software maintenance and support.
ECS has provided reliable services to the City and is responsive to staff. Having
established a good working relationship and trust with the ECS team makes facilitating
City’s needs much more swiftly. The City Council is requested to approve the Fourth
Amendment to the Consultant Services Agreement with ECS to renew the maintenance
of the software and related services (Attachment “A”) for one year.
City Council’s approval of the Fourth Amendment to the Consultant Services
Agreement with ECS will allow staff to continue providing public access to City’s public
records online.
CITY STRATEGIC GOALS:
City Council’s approval of the Fourth Amendment to the Consultant Services
Agreement with ECS will promote City Strategic Goals of Citizen
Education/Communication and Good Governance.
FISCAL IMPACT :
Approval of this item will not have a fiscal impact on the Fiscal Year (FY) 2020-21 City
Budget. The cost for the annual maintenance of Laserfiche is included in the FY2020-
2021 City Budget.
City Council
March 2, 2021
Page 3 of 3
ATTACHMENTS:
A. Fourth Amendment to the Consultant Services Agreement with ECS
B. Quote from ECS Imaging, Inc.
FOURTH AMENDMENT TO
CONSULTANT SERVICES AGREEMENT
by and between
the
CITY OF TEMPLE CITY
and
ECS IMAGING, INC.
Dated March 2, 2021
ATTACHMENT A
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FOURTH AMENDMENT TO CONSULTANT SERVICES AGREEMENT
This Fourth Amendment to Consultant Services Agreement (“Fourth Amendment”), which is dated March 2, 2021, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city (“City”), and ECS Imaging, Inc., an incorporation (“Service Provider”), as follows:
RECITALS
A. City and Service Provider entered into a Consultant Services Agreement (“Agreement”)
for staff support and maintenance services to the City’s electronic content management
software, Laserfiche, on April 1, 2014. The Agreement provides that the Service
Provider will perform for City those services specified in the Scope of Services for a term
of one year.
B. A First Amendment to the Agreement was entered into on May 1, 2015 (“First
Amendment”). The First Amendment renewed the City’s agreement with Consultant for
services for three years (May 1, 2015 to May 1, 2018) and amended the total
compensation to not exceed FIFTEEN THOUSAND THREE HUNDRED FIFTY
EIGHT DOLLARS AND SIXTY FIVE CENTS ($15, 358.65), $5,119.55 paid each year
for three years.
C. A Second Amendment to the Agreement was entered into on May 1, 2018 (“Second
Amendment”). The Second Amendment renews the City’s agreement with Consultant
for services for an additional three years (May 1, 2018 to May 1, 2021) with a total
compensation to not exceed FIFTEEN THOUSAND TWO HUNDRED SEVENTY
EIGHT DOLLARS AND SIXTY FIVE CENTS ($15,278.65). Payment will be made
each year at renewal time at the rate of $5,237.55 for the first year (i.e., May 1, 2018 –
May 1, 2019), $5,020.55 for the second year (i.e., May 1, 2019 – May 1, 2020), and
$5,020.55 for the third year (i.e., May 1, 2020 – May 1, 2021).
D. A Third Amendment to the Agreement was entered into on April 7, 2020 amending the
scope of service of the Second Amendment to add installation, configuration and
consulting services for migrating the City’s electronic content management software (i.e.,
Laserfiche) from the on premise server to the cloud for a one-time fee of $3,600 and raise
the annual maintenance and licensing cost from $5,020.55 to $5061.00 until May 1, 2021.
E. This Fourth Amendment renews the City’s agreement with Consultant for services for an
additional one year (May 1, 2021 to May 1, 2022) with a total compensation to not
exceed FOUR THOUSAND EIGHT HUNDRED AND TWENTY ONE DOLLARS
($4,821.00).
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OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this Fourth Amendment which modifies and amends the Agreement
as follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Section 1. Section 1 is hereby amended to read as follows: “The term of
this Agreement shall be for one (1) years from May 1, 2021 to May 1,
2022, subject to the provision provided herein. Subject to the provisions
of Section 20 "Termination of Agreement" of this Agreement, the scope of
services set forth in Exhibit “A” “Scope of Services” shall be completed
pursuant to the schedule specified in Exhibit “A.” Should the scope of
services not be completed pursuant to that schedule, the Consultant shall
be deemed to be in Default of this Agreement pursuant to Section 21 of
this Agreement. The City, in its sole discretion, may choose not to enforce
the Default provisions of this Agreement and may instead allow
Consultant to continue performing the scope of services until such services
are complete.”
1.2 Section 4. Section 4 of the Agreement is hereby amended as follows: The
third sentence of Section 4, subparagraph (a) of the agreement is amended
to read as follows: FOUR THOURSAND EIGHT HUNDRED AND
TWENTY ONE DOLLARS ($4,821.00). Payment Amount not to change
unless additional compensation is approved in writing by the City Council
or City Manager.”
1.3 Indemnification. Section 16 of the Agreement is hereby amended to read
as follows:
(a) Indemnification for Professional Liability. Where the law
establishes a professional standard of care for Service Provider’s services,
to the fullest extent permitted by law, Service Provider shall indemnify,
protect, defend and hold harmless City and any and all of its officials,
employees and agents (“Indemnified Parties”) from and against any and
all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened,
including attorneys’ fees and costs, court costs, interest, defense costs, and
expert witness fees) arise out of, are a consequence of, or are in any way
attributable to, in whole or in part, any negligent or wrongful act, error or
omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers,
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agents, employees or sub-Service Providers of Service Provider, in the
performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than
in the performance of professional services and to the full extent permitted
by law, Service Provider shall indemnify, protect, defend and hold
harmless City, and any and all of its employees, officials and agents from
and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged
or threatened, including attorneys’ fees and costs, court costs, interest,
defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the
performance of this Agreement by Service Provider or by any individual
or entity for which Service Provider is legally liable, including but not
limited to officers, agents, employees or sub-Service Providers of Service
Provider.
(c) Indemnification from Sub-Service Providers. Service Provider
agrees to obtain executed indemnity agreements with provisions identical
to those set forth in this section from each and every Sub-Service Provider
or any other person or entity involved by, for, with or on behalf of Service
Provider in the performance of this Agreement naming the Indemnified
Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service
Provider agrees to be fully responsible according to the terms of this
section. Failure of City to monitor compliance with these requirements
imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors, assigns or heirs of
Service Provider and shall survive the termination of this Agreement or
this section.
(d) Limitation of Indemnification. Notwithstanding any provision of
this section to the contrary, design professionals are required to defend and
indemnify the City only to the extent permitted by Civil Code Section
2782.8, which limits the liability of a design professional to claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the design
professional. The term “design professional,” as defined in Section
2782.8, is limited to licensed architects, licensed landscape architects,
registered professional engineers, professional land surveyors, and the
business entities that offer such services in accordance with the applicable
provisions of the California Business and Professions Code.
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(e) City’s Negligence. The provisions of this section do not apply to
claims occurring as a result of City’s sole negligence. The provisions of
this section shall not release City from liability arising from gross
negligence or willful acts or omissions of City or any and all of its
officials, employees and agents.
1.3 Insurance. Section 17 of the Agreement is hereby amended as follows:
Service Provider agrees to obtain and maintain in full force and effect
during the term of this Agreement the insurance policies set forth in
Exhibit “C” “Insurance” and made a part of this Agreement. All insurance
policies shall be subject to approval by City as to form and content. These
requirements are subject to amendment or waiver if so approved in writing
by the City Manager. Service Provider agrees to provide City with copies
of required policies upon request.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this Fourth Amendment, the Agreement remains in full force and effect and binding upon the
parties.
2.2 Integration. This Fourth Amendment consists of pages 1 through 11
inclusive, which constitute the entire understanding and agreement of the parties and supersedes
all negotiations or previous agreements between the parties with respect to all or any part of the
transaction discussed in this Fourth Amendment.
2.3 Effective Date. This Fourth Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Fourth Amendment.
2.5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utilized in this Fourth Amendment have the same
meaning as provided in the Agreement, unless expressly stated to the contrary in this Fourth
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to
the Agreement on the date and year first written above.
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CITY: THE CITY OF TEMPLE CITY By: Bryan Cook, City Manager ATTEST: APPROVED AS TO FORM:
Peggy Kuo, City Clerk Greg Murphy, City Attorney
SERVICE PROVIDER: By: Name: Title:
(2nd signature required if Corporation, Incorporation or Limited Liability Corporation) By: Name: Title: NOTE: SERVICE PROVIDER’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER’S BUSINESS ENTITY.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On ____________________, 20__ ,
before me, ,
Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”)
personally appeared , Name of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On ____________________, 20__ ,
before me, ,
Date Name And Title Of Officer (e.g. “Jane Doe, Notary Public”)
personally appeared , Name of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Date Of Document
Signer(s) Other Than Named Above
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain insurance,
acceptable to the City, in full force and effect throughout the term of this Agreement, against claims
for injuries to persons or damages to property which may arise from or in connection with the
performance of the Services by Service Provider, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating is an assigned policyholders’
Rating of A (or higher) and Financial Size Category Class VII (or larger).
Only the following “marked” requirements are applicable and Service Provider shall provide the
following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
__x__ Commercial General Liability. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
__x__ Automobile Liability. Service Provider shall maintain automobile insurance at least as board as
Insurance Services Office form CA 00 01 covering bodily injury and property damage for all
activities of the Service Provider arising out of or in connection with work to be performed
under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles.
__x__ Workers’ Compensation. Workers' Compensation Insurance (Statutory Limits) and Employer’s
Liability Insurance as required by the Labor Code of State of California covering all persons
providing Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
____ Professional (Errors and Omissions) Liability. Professional liability insurance appropriate to
the Service Provider’s profession. This coverage may be written on a “claims made” basis,
and must include coverage for contractual liability. The insurance must be maintained for at
least three (3) consecutive years following the completion of Service Provider’s services or the
termination of this Agreement. During this additional three (3) year period, Service Provider
shall annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy inception date, continuity date, or
retroactive date must be before the effective date of this agreement and Service Provider
agrees to maintain continuous coverage through a period of no less than three years after
completion of the services required by this agreement.
1. Minimum Limits of Insurance. Service Provider shall maintain limits of insurance
no less than:
(1) Commercial General Liability. $1,000,000 per occurrence, $2,000,000
general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1,000,000 combined single limit for
each accident.
(3) Workers' Compensation. Workers' Compensation as required by the
Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer’s
Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall contain the
following provisions:
1. All Policies. Each insurance policy required by this Agreement shall be endorsed
and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail,
return receipt requested, has been given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers, officials, and
employees and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Service Provider performs; products and completed operations of Service Provider;
premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or
borrowed by Service Provider. The coverage shall contain no special limitations on the scope of
protection afforded to City, and their respective elected and appointed officers, officials, or
employees.
(2) Service Provider’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(3) Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any
coverage normally provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Service
Provider maintains higher limits than the minimums shown above, the Agency requires and shall be
entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
the Agency.
(4) Coverage provided by the Service Provider shall be primary and any
insurance or self-insurance or maintained by Agency shall not be required to contribute to it. The
limits of insurance required herein may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit
of Agency before the Agency’s own insurance or self-insurance shall be called upon to protect is as a
named insured.
(5) Any failure to comply with the reporting or other provisions of the
insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of subrogation against City, and its respective
elected and appointed officers, officials, employees and agents for losses arising from work
performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or before the
effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by this Exhibit “C”. The
certificates and endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. City reserves the right to inspect complete, certified copies of all required
insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each
Subservice Provider identical to those Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Provider’s liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.
Estimate
Date
4/4/2021
Estimate #
11618
Name/Address
City of Temple City
Administrative Services Department
9701 Las Tunas Drive
Temple City, CA 91780
Ship To
City of Temple City
Peggy Kuo
PKuo@templecity.us
ECS Imaging, Inc.
5905 Brockton Ave. Suite C
Riverside, CA 92506-2416
(951)-787-8768
(951)-787-0831 fax
P.O. No.
Annual Renewal
Terms
Net 30
Due Date
5/4/2021
Rep
Anjy
Phone
951-787-8768
Standard Processing Fee Added to all Credit Card Payments*
Total
Subtotal
Sales Tax (8.75%)
Description Qty Rate Total
Laserfiche Cloud User (0-49) (Annually)2 648.00 1,296.00
LF Cloud Public Portal (100 Viewl/Mo.)1 600.00 600.00
Laserfiche Cloud Additional Storage - 10GB (Annually)10 30.00 300.00
ECS Gold Priority Support consists of 15 hours of on-line or on-site
support time, unlimited phone support, and a 4 hour response time
for most services offered by ECS including Laserfiche tech support,
installations, configurations of workflow and forms, and integration
services. Support beginning 06/05/2021 and expiring 06/04/2022.
Additional on-line or on-site support will be billed at your current
hourly support rate. Minimum on-site time is calculated at 4 hours.
ECS may allow planned after hours support in rare circumstances.
In these circumstances Priority Support will be billed at double the
hourly rate.
1 2,625.00 2,625.00
**Your organization LSAP's expire on 06/04/2021 - Laserfiche
imposes a 10% reinstatement fee for each month of an expired
LSAP - support may be effected if your payment is not received in
our office at least 7 days prior to the expiration date**
0.00 0.00
All Software, Licenses and Updates will be downloaded from the
Laserfiche website.
LSAP= LaserFiche Software Assurance Plan includes product
updates and enhancements for 12 months.
0.00 0.00
$4,821.00
$4,821.00
$0.00
ATTACHMENT B