HomeMy Public PortalAboutAgreement_2022-05-01 to 2025-05-01_ECS Imaging, Inc_Electronic Content Management System_SERVICE PROVIDER SERVICES AGREEMENT
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
ECS Imaging, Inc.
May 1, 2022
AGREEMENT FOR SERVICE PROVIDER SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
ECS Imaging, Inc.
This Agreement for Service Provider Services ("Agreement") is entered into as of this 1st
day of May, 2022, by and between the City of TEMPLE CITY, a municipal corporation ("City")
and ECS Imaging, Inc., a corporation ("Service Provider"). City and Service Provider are
sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to
as the "Parties."
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a proposal or bid for the performance
of the services defined and described particularly in Section 2 of this Agreement, was selected by
the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Service Provider Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for performance
of those services defined and described particularly in Section 2 of this Agreement and desire
that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the term of this Agreement is for three years commencing on May 1, 2022 and shall cease to
provide those services May 1, 2025. Upon mutual consent of the parties, this Agreement may be
extended by written amendment for two additional one-year term.
SECTION 2. SCOPE OF SERVICES.
Service Provider agrees to perform the services set forth in Exhibit "A" "Scope of
Services" and made a part of this Agreement. Should the scope of services not be completed
pursuant to that schedule, the Service Provider shall be deemed to be in Default of this
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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 Service
Provider to continue performing the scope of services until such services are complete.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any services rendered in connection with
its performance of this Agreement which are in addition to or outside of those set forth in this
Agreement or listed in Exhibit "A" "Scope of Services," unless such additional services are
authorized in advance and in writing by the City Council or City Manager of City. Service
Provider shall be compensated for any such additional services in the amounts and in the manner
agreed to by the City Council or City Manager.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Service
Provider the amounts specified in Exhibit "B" "Compensation" and made a part of this
Agreement. The total compensation, including reimbursement for actual expenses, shall not
exceed Two Thousand Eight Hundred and Ten Dollars ($2,810) for the 1st year of service with
term of May 1, 2022 to May 1, 2023; Three Thousand One Hundred Thirty Five Dollars ($3,135)
for the 2nd year of service with term from May 1, 2023 to May 1, 2024, and Three Thousand
One Hundred Thirty Five Dollars ($3,135) for the 3rd year of service with term from May 1,
2024 to May 1, 2025, unless additional compensation is approved in writing by the City Council
or City Manager.
(b) Service Provider shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month. The invoice shall detail charges by the
following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -
Service Provider contracts. Sub -Service Provider charges shall be detailed by the following
categories: labor, travel, materials, equipment and supplies. City shall independently review
each invoice submitted by the Service Provider to determine whether the work performed and
expenses incurred are in compliance with the provisions of this Agreement. In the event that no
charges or expenses are disputed, the invoice shall be approved and paid according to the terms
set forth in subsection (c). In the event any charges or expenses are disputed by City, the
original invoice shall be returned by City to Service Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Service
Provider which are disputed by City, City will use its best efforts to cause Service Provider to be
paid within forty-five (45) days of receipt of Service Provider's correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement shall
not be deemed to waive any defects in work performed by Service Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally accept
Service Provider's work within sixty (60) days after submitted to City. City shall reject work by
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a timely written explanation, otherwise Service Provider's work shall be deemed to have been
accepted. City's acceptance shall be conclusive as to such work except with respect to latent
defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Service
Provider's work by City shall not constitute a waiver of any of the provisions of this Agreement
including, but not limited to, sections 16 and 17, pertaining to indemnification and insurance,
respectively.
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports,
data, notes, computer files, files and other documents prepared, developed or discovered by
Service Provider in the course of providing any services pursuant to this Agreement shall
become the sole property of City and may be used, reused or otherwise disposed of by City
without the permission of the Service Provider. Upon completion, expiration or termination of
this Agreement, Service Provider shall turn over to City all such original maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other
documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Service Provider in the
course of providing any services pursuant to this Agreement, Service Provider's guarantees and
warrants related to Standard of Performance and found in Section 9 of this Agreement shall not
extend to such use of the maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files or other documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records demonstrating
or relating to Service Provider's performance of services pursuant to this Agreement. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers, canceled
checks, or other documents or records evidencing or relating to work, services, expenditures and
disbursements charged to City pursuant to this Agreement. Any and all such documents or
records shall be maintained in accordance with generally accepted accounting principles and
shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services
provided by Service Provider pursuant to this Agreement. Any and all such documents or
records shall be maintained for three years from the date of execution of this Agreement and to
the extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such documents
or records shall be provided directly to the City for inspection, audit and copying when it is
practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Service Provider's address indicated for receipt of notices in
this Agreement.
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(c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or termination
of Service Provider's business, City may, by written request, require that custody of such
documents or records be given to the City and that such documents and records be maintained by
the requesting party. Access to such documents and records shall be granted to City, as well as
to its successors -in -interest and authorized representatives.
SECTION 8. STATUS OF SERVICE PROVIDER.
(a) Service Provider is and shall at all times remain a wholly independent contractor
and not an officer, employee or agent of City. Service Provider shall have no authority to bind
City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or
against City, whether by contract or otherwise, unless such authority is expressly conferred
under this AGREEMENT or is otherwise expressly conferred in writing by City.
(b) The personnel performing the services under this Agreement on behalf of Service
Provider shall at all times be under Service Provider's exclusive direction and control. Neither
City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall
have control over the conduct of Service Provider or any of Service Provider's officers,
employees, or agents except as set forth in this Agreement. Service Provider shall not at any
time or in any manner represent that Service Provider or any of Service Provider's officers,
employees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Service Provider expressly waives any claim Service
Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications, experience and
facilities necessary to properly perform the services required under this Agreement in a
thorough, competent and professional manner. Service Provider shall at all times faithfully,
competently and to the best of its ability, experience and talent, perform all services described
herein. In meeting its obligations under this Agreement, Service Provider shall employ, at a
minimum, generally accepted standards and practices utilized by persons engaged in providing
services similar to those required of Service Provider under this Agreement.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Service Provider in the
course of providing any services pursuant to this Agreement, Service Provider's guarantees and
warranties related to Standard of Performance shall not extend to such use of the maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or
other documents.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
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Service Provider shall keep itself informed of and comply with all applicable federal,
state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of
this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations
necessary to perform the services set forth in this Agreement. Neither City, nor any elected or
appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in
equity, as a result of any failure of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage laws
do not apply to this Agreement because the Agreement does not involve any of the following
services subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: Construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid for in
whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstruction phases of construction including, but not limited to,
inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the basis of
race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical
condition or marital status in connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should Service
Provider so employ such unauthorized aliens for the performance of work and/or services
covered by this Agreement, and should the any liability or sanctions be imposed against City for
such use of unauthorized aliens, Service Provider hereby agrees to and shall reimburse City for
the cost of all such liabilities or sanctions imposed, together with any and all costs, including
attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its firm,
has or shall acquire any interest, directly or indirectly, which would conflict in any manner with
the interests of City or which would in any way hinder Service Provider's performance of
services under this Agreement. Service Provider further covenants that in the performance of
this Agreement, no person having any such interest shall be employed by it as an officer,
employee, agent or subcontractor without the express written consent of the City Manager.
Service Provider agrees to at all times avoid conflicts of interest or the appearance of any
conflicts of interest with the interests of City in the performance of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the date of
execution of this Agreement, independently involved in the performance of non -related services
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for other governmental agencies and private parties. Service Provider is unaware of any stated
position of City relative to such projects. Any future position of City on such projects shall not
be considered a conflict of interest for purposes of this section.
(c) City understands and acknowledges that Service Provider will, perform non -
related services for other governmental agencies and private parties following the completion of
the scope of work under this Agreement. Any such future service shall not be considered a
conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Service Provider. Service Provider shall not release or
disclose any such information or work product to persons or entities other than City without
prior written authorization from the City Manager, except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the City Manager or unless requested by the City
Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Service Provider gives City notice of such court order or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of Service
Provider, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Service Provider for any damages,
costs and fees, including attorneys fees, caused by or incurred as a result of Service Provider's
conduct.
(d) Service Provider shall promptly notify City should Service Provider , its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Service Provider
or be present at any deposition, hearing or similar proceeding. Service Provider agrees to
cooperate fully with City and to provide City with the opportunity to review any response to
discovery requests provided by Service Provider. However, this right to review any such
response does not imply or mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(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
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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, agents,
employees or sub -contractors 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 -contractors of
Service Provider.
(c) Indemnification from Subcontractors. Service Provider agrees to obtain executed
indemnity agreements with provisions identical to those set forth in this section from each and
every subcontractor 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.
(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.
SECTION 17. INSURANCE.
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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.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for this
Agreement. City has an interest in the qualifications of and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Service Provider under this Agreement.
In recognition of that interest, Service Provider shall not assign or transfer this Agreement or
any portion of this Agreement or the performance of any of Service Provider's duties or
obligations under this Agreement without the prior written consent of the City Council. Any
attempted assignment shall be ineffective, null and void, and shall constitute a material breach of
this Agreement entitling City to any and all remedies at law or in equity, including summary
termination of this Agreement. City acknowledges, however, that Service Provider, in the
performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the services
required under this Agreement. Service Provider shall notify City of any changes in Service
Provider's staff and subcontractors, if any, assigned to perform the services required under this
Agreement, prior to and during any such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Service Provider. In the event such notice is
given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon thirty
(30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under
this Agreement, then, in addition to any other remedies, either Service Provider, or City may
terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed and
expenses incurred by Service Provider, prepared as set forth in Section 4 of this Agreement.
This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 of this
Agreement.
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SECTION 21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement, the
City shall not have any obligation or duty to continue compensating Service Provider for any
work performed after the date of default. Instead, the City may give notice to Service Provider
of the default and the reasons for the default. The notice shall include the timeframe in which
Service Provider may cure the default. This timeframe is presumptively thirty (30) days, but
may be extended, though not reduced, if circumstances warrant. During the period of time that
Service Provider is in default, the City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, the City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during the period of default. If
Service Provider does not cure the default, the City may take necessary steps to terminate this
Agreement under Section 20. Any failure on the part of the City to give notice of the Service
Provider's default shall not be deemed to result in a waiver of the City's legal rights or any rights
arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if any,
caused by delay in performance or failure to perform due to causes beyond the control of Service
Provider. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts
of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes,
embargoes, and unusually severe weather. The term and price of this Agreement shall be
equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the work as outlined in the
Exhibit "A" "Scope of Services," shall be furnished to Service Provider in every reasonable way
to facilitate, without undue delay, the work to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To City:
City of Temple City
Attn: City Clerk
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: ECS Imaging, Inc.
Attn: Debbi Bodewin, Senior Vice President
5905 Brockton Avenue, Ste. C
Riverside, CA 92506
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Notice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider represents
and warrants that he/she/they has/have the authority to so execute this Agreement and to bind
Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative, following approval of this Agreement by the City Council. The City
Manager shall have the authority to issue interpretations and to make minor amendments to this
Agreement on behalf of the City so long as such actions do not materially change the Agreement
or make a commitment of additional funds of the City. All other changes, modifications, and
amendments shall require the prior approval of the City Council.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors
and assigns of the parties.
SECTION 28. MODIFICATION OF AGREEMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City Council. The parties agree that
this requirement for written modifications cannot be waived and that any attempted waiver shall
be void.
SECTION 29. WAIVER.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision nor a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Service Provider shall not constitute
a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the parties, venue in state trial courts shall
lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
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SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision
of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to
an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete,
final and exclusive expression of the parties with respect to the matters addressed therein and
supersedes all other Agreements or understandings, whether oral or written, or entered into
between Service Provider and City prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any party which are not
embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and
binding unless in writing duly executed by the parties or their authorized representatives.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any
court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement shall not be affected thereby and the Agreement shall be read and construed
without the invalid, void or unenforceable provision(s).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first -above written.
CITY OF TEMPLE CITY
ATTEST:
Peggy Ku lerk
Bryan Cook, City Manager
APPROVED AS TO FORM:
reg F rphy, City Attorney
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CONTRACTOR:
By: (Authorized Officer) By: (Authorized Officer)
Name:
Title:
Name: (2 ///t .,n /'6/60
Title: G r�
(2"d signature required if Corporation, Incorporation or Limited Liability Corporation)
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.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
\v -ex x s'; d�
On � o ,(1� before men 2-111 , `I V personally appeared bi " "- eu3n
❑ personally known to me - OR proved to me on the basis of satisfactory evidence to be the person(s) whose
names(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.
a s .. M a a J- ••s..10. L,"L
SHERI M. MORRIS
Notary Public - California :
Riverside County 2.
Commission # 2265215
y Comm. Expires Oct 30, 2022
WITNESS my hand and official seal.
\XXY uut*'-m 0
(SIGNATURE OF NOTARY)
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE(S)
PARTNER(S) ❑ LIMITED
❑ GENERAL
ATTORNEY -IN -FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE
MV #4838-6958-3880 vl
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OFT tvie-'( j' at -
On Lv ,(Q before meh'% Mtki (;_y,ersonally appeared - W` , , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(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: - I-X-C?a'l'-1 U V --)C
SHERI M. MORRIS
Notary Public • California
Riverside County
Commission W 2265215
y Comm. Expires Oct 30, 2022
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) ❑ LIMITED
❑ GENERAL
ATTORNEY -IN -FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE
RIV #4838-6958-3880 vi
EXHIBIT "A"
SCOPE OF SERVICES
1. Training for use of ECMS
2. Annual Software, Maintenance, and Support
EXHIBIT "B"
COMPENSATION
410
WORLD -CLASS SOLUTION PROVIDER
ECS IMAGING, INC.
877-790-1600
5905 Brockton Ave. Ste. C
Riverside, CA 92506
www.ECSlmaging. corn
Quote
Cloud Professional
t)UUlat ion For
Name:
Title:
Company:
Address:
Phone:
E-mail:
( (tote Into
Date:
Quote Number:
Valid Through
Terms:
Account Manager:
Phone:
E-mail:
?, 1/
Peggy Kuo
City Clerk
City of Temple City
9701 Las Tunas Dr. Temple City, CA 91780
626-285-2171
pkuo@templecity.us
Description of Product and Services
Total Storage
4/12/2022
91701
6/30/2022
net 30
Anjy Divine
951-787-8768 x1112
aelyfflecsimaoino.com
200.00 GB
Software -as -a -Service
Laserfiche Cloud Professional Document Management and 100 GB storage per user for 5.49 users.
Laserfiche Cloud Professional Tler includes: Direct Share, Data Encryption at Rest, Autoscaling, Automated & Encrypted Backups, Intrusion Detection, Automated Feature &
Security Updates, Automated Text Extraction, Import Agent with Email Archive, Starter Audit Trail+, Workflow & Forms Process Automation, Connector, Surveys, 1 Workflow
Bot, 10 Quick Fields Complete w/Agent. Integrations with MS Office, SharePoint, Teams, MS Dynamics 365 & Redtail. 50,000 RESTfuI web API calls/month.
SKU
Description
Unit Price Quantity Line Total
CLENF2
CLPALP
ECSGOLD
Laserfiche PF Cloud Professional Users (5-49) $
Laserfiche PF Cloud Weblink Public Portal (Up to 1,000 Views/month) $
ECS GOLD Priority Support $
830.00
600.00
175.00
2
1
5
1,660.00
600.00
875.00
1st Year Discount
Annual Maintenance
$ (325.00)
Cloud Professional Subtotal $
2,810.00
SKU
Description
Unit Price Quantity Line Total
Annual Subtotal $
Hardware
SKU
Description
Unit Price Quantity Line Total
Subtotal $
Professional Services (One-time)
SKU
Description
Unit Price Quantity Line Total
Subtotal $
Special Terms
Since the City was on the Legacy Cloud with 2 Full Users, Laserfiche has grandfathered in the same quantity for the Professional Tier.
ECS' Gold support package includes one update up to 5 hours per year starting in 2022.
Tax Rate Software Only (Download Only)
0.00% Tax $
Shipping $
(First Year) Total Upfront Cost $ 2,810.00
(Second Year Onwards) Total Cost Paid Annually $ 3,135.00
Billion Terms:
'Software & Maintenance billed .100% at project start. 'Services billed 50% up front minimally WI remaining Services as incurred. `Standard Processing fee added to credit cord payments
Gold Annual Priority Remote or Onsite Support Contract Includes
o Maximum 4 Hour Response Time - Upgraded from 24 hours with traditional LSAP support
o Live Hours of support are 7:30am - 5:00pm PST IM -F
o Unlimited Phone and E-mail Support
o On -site time is calculated to the nearest half hour and minimum onsite calculation is
between 2-8 hours depending on the location
o On -site time can be used for remedial training, installing updates, and consulting, in addition
to support
o Two free admissions to the ECS Annual Customer Conference along with Free Admission to Quarterly
User Groups a
Monthly E -Newsletter
o On-site/remote support hours included as quoted. On -site within next business day as needed.
Additional hours of support purchased at a discounted hourly rate. Customers not under this plan can
purchase on -site hours at $250/hour with a 1 hour minimum for remote support, and an 8 hour
minimum onsite charge in addition to travel expenses.
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).
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.
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 Vendor maintains higher limits than the minimums shown above, the
Agency requires and shall be entitled to coverage for the higher limits maintained by the Vendor.
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 CONTRACTOR 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
subcontractor 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.