HomeMy Public PortalAbout09) 7F Second Amendment to Agreement with ECS Imaging for Citys Electronic Content Management SoftwareDATE:
TO:
FROM:
MANAGEMENT SERVICES DEPARTMENT
March 6 , 2018
The Honorable City Council
Bryan Cook , City Manager
By: Peggy Kuo , City Clerk
MEMORANDUM
AGENDA
ITEM 7.F.
SUBJECT: SECOND AMENDMENT TO THE CONSULTANT SERVICES
AGREEMENT WITH ECS IMAGING, INC. (ECS) TO PROVIDE
MAINTENANCE AND RELATED SERVICES FOR CITY'S ELECTRONIC
CONTENT MANAGEMENT SOFTWARE
RECOMMENDATION:
The City Council is requested to :
1. Approve a Second Amendment to the Consultant Services Agreement with ECS
Imaging , Inc. (ECS) (Attachment "A "), for annual maintenance and re lated services
for the City's electronic content management software (ECMS ); and
2 . Authorize the City Manager to sign the Second Amendment.
BACKGROUND:
1. On April 1, 2014, City Council awarded a Consultant Services Agreement to ECS
for the purchase of ECMS (i.e., Laserfiche), two full user licenses , and a web
porta l with five concurrent web user licenses . City Council a lso app roved an
agreement with ECS Imaging , Inc. to install Laserfiche , provide annua l service
maintenance and related services (Attachment "B").
2 . On April 21, 2015, City Council approved the First Amendment to the Consultant
Services Agreement with ECS (Attachment "B") renewing the annual maintenance
and related services for Laserfiche with an option to extend the agree ment for an
additional period of three years and approved the purchase of add itional user
licenses for the web portal.
3. On February 15, 2018 , staff received a quote from ECS to renew the annual
maintenance and related services for the next three years (Attachment "C").
City Council
March 6 , 2018
Page 2 of 3
ANALYSIS:
In li ne with City Strategic goal to promote Citizen Education /Communication and Good
Governance , City Council approved purchase of Laserfiche and approved a Consultant
Services Agreement with ECS to provide maintenance and related services for the
software . Since the implementatio n of Laserfiche in 2014 , staff has focused on making
public records such as City Council and City Commission meeting minutes , resolutions ,
ordinances , C ity Council staff reports , agreements , and building permits ava ilab le to the
public on the internet (web portal ). Staff has also relied on ECS to prov ide document
scanning service , building and customization of the City 's publ ic records web portal ,
and prov ided software maintenance and support .
The City thus far has only utilized Laserfiche to store public records and make them
available to the public through the web portal , however, staff would now like to focus on
the software 's other useful features that could assist staff in managing and filing the
scanned documents with more efficiency (i.e ., automate fi li ng of scanned documents
once in software , tag documents for retention and purging pu rpo ses , etc ... ).
ECS has provided reliable services to the City and is responsive to staff. Having
established a good working relati onship and trust with the ECS team (c onsu ltant and IT)
makes facil itating our needs much more swiftly. Approval of the contract will al low staff
to conti nue moving forward with City 's electronic record management without delay or
interruption in service . Staff is recommending that City Council approve the second
amendment to the Consultant Services Agreement with ECS , for annual maintenance
of the software and related services , for the next three fiscal years. ECS 's scope of
services will remain the same and there will be no increase i n compens ation .
CITY STRATEGIC GOALS:
City Council 's approval of a Second Amendment to the Consultant Services Agreement
with ECS will promote City Strategic Goals of Citizen Education/Commun ication and
Good Governance .
FISCAL IMPACT:
Approval of this item will not have a fiscal impact on the FY 2017-18 City Budget.
Appropriate funds will be requested in the proposed FY 2018-19 and FY 19-20 City
Budget.
City Council
March 6 , 2018
Page 3 of 3
ATTACHMENTS:
A. Second Amendment to the Consultant Services Agreement with ECS to renew the
maintenance and support services
B. Consultant Services Agreement with ECS including the First Amendment
C. Quote from ECS Imaging , Inc.
ATTACHMENT A
SECOND AMENDMENT TO
CONSULTANT SERVICES AGREEMENT
by and between
the
CITY OF TEMPLE CITY
and
ECS IMAGING, INC.
D ate d March 6, 2 018
SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT
This Second Amendment to Co n sult ant Serv ices Agreement ("Seco nd Amendment"),
w hi c h is d ated March 6, 2 018, is h ereby e nter ed into by and between the C ITY OF TEMPLE
C ITY, a Cal ifornia charter city ("City"), and EC Imaging, I nc., an incorporation ("Serv ice
Provider "), as follows:
RECITALS
A. City and Service Provider ente re d into a Consultant Services Agreement ("Agreement")
for staff s up port and maintenance ser vi ces to the C ity's e lectronic content management
software, Laser fiche , on April 1, 2014. The Agreement provides that the Service
Provider w ill perform fo r C ity tho se services specified in the Scope of Serv ices for a term
of one year .
B . A F irst Amendment to the Agreement was entered into on May 1, 20 15 ("First
Amendment"). The First Amendment renewed the C i ty's agreement with Cons ultant for
services for three years (May 1, 20 15 t o May 1, 20 18 ) and amended the total
compensation to not exceed FI FTEE THOUSAND THREE HUNDRED FIFTY
EI GHT DOLLARS AND SIXTY FIVE CE TS ($15 , 358.65), $5,119.55 paid each year
for three years.
C. This Second Amendment ren ews the City's agreement with Consultant for services for an
additional three years (May 1, 2018 to May 1, 202 1) with a total compensation to not
exceed FIFTEEN THOUSAND T WO HUNDRED SEVENTY E IGHT DOLLARS AND
SIXTY FIVE CENTS ($15 ,2 78.65). Payment will be made each year at re newal time at
th e rate of $5,237.55 for the fir st year (i .e., May 1, 2 018 -May 1, 20 19), $5,020.55 for
the second year (i.e ., May 1, 20 19 -May I , 2020), and $5 ,020.55 for the third year (i.e.,
May 1, 2020 -May 1, 2021).
OPERATIVE PROVISIONS
OW, THEREFORE, in considerati on of the promi ses made and recited herein, the
parties d o hereby e nter into thi s Second Amendment whic h modifies and amends the Agreement
as fo ll ows:
1. AMENDMENT. The Agreement is here by m o dified and amended as fo ll ows:
1.1 Section 1. Section 1 i s hereby amended to read a s follows: "The te rm of
this Agreement shall be for three (3) years fro m May 1, 20 18 to May 1,
20 2 1, subj ect to th e provision provided herei n. Subject to the provisions
of Section 20 "Termination of Agreement" of this Agreement, the scope of
services set forth in Exhibit "A" ··scope of Serv ices" sh all be completed
purs uant to the s c hedule spec ified in Ex ~ibit "A." Should the scope of
services n ot be completed purs uant to that sch edule, the Consultant shall
be deemed to be in D efault of this Agreement pursuant to Section 2 1 of
thi s Agreement. T h e City, in its sole d iscretion, may choose not to enforce
the Default provisions of thi s Agreement and may instead allow
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Co n sultant to continue performing the scope of serv ices until s uch services
are complete ."
1.2 Section 4. Secti on 4 of the Agreement i s here by amended as follow s : T he
third se ntenc e of Secti on 4 , s ubparagraph (a) of the agreement i s amended
to read as fo ll ows: F IFTEE THOUSAND TWO HUNDRED
SEVE TY EIGHT DOLLARS AND SIXTY FIVE CE TS ($15,2 78.65).
Paym ent of $5 ,2 37.55 for the fir st year; payment of $5 ,020.55 for the
second year; and payme nt of $5 ,020.55 for th e third year, pa id at each
re newa l time. Amount not to change unl ess add itional compensation is
ap p ro ved in writ in g by the City Council or City Manager."
1.3 Indemnification. Section 16 of the Agr eement is her e by amended to r ead
as follows:
(a) Indemnificati on for Pro fess ional Liability. Where the law
establishes a profess ion al standard of care fo r Service Provider's se rvices ,
to the ful lest extent permitted by law, Service Provider shall indemnify ,
protect, defend and hold harmless City and any and all of its officials,
employees and agents ("Inde mnified Parties") from and against any and
all liability (i nclud in g liability for claim s, suits, action s , arbitration
procee din gs, administrative procee dings, r eg ul atory proceedings, losses,
expenses or costs of an y kind , whether actua l, alleged or threatened ,
inclu din g attorneys ' f ees and costs, court co sts, inte re st, defense costs, and
exp ert witness fees) arise out of, are a consequ ence of, or are in any way
attribut able to , in whole or in part, any ne gl igent or wrongfu l act, error or
omi ss ion of Serv ice Pro v id e r, or by any indi vid ua l or entity for whi c h
Service Provid e r is legall y li a bl e, includ ing but not li mited to officers,
agents, employees or sub -Service Provi d ers of Service Pro vi der, in the
performance of professi onal services under thi s Agreement.
(b) Indemnification for Other than Profess ional Liabili ty. Other than
in the performance of profe ss ional servi ces and to the fu ll extent permitted
by law , S ervice Prov ider s hall indemni fy, protect, defend and ho l d
h armle ss City , and an y and all of its empl oyees, officia ls and agents fro m
and against any li abil ity (includin g li abi lity for clai ms, s uits, acti on s,
arbitration proceedings, administrative proceedin gs, r egulatory
proceedin gs, lo sses, expenses or c os ts of any kind , whe th er a ctual , alleged
or threatened , including attorneys ' fees and costs, court cos ts, interest,
d efen se cos ts , and expert witness fees), wh er e th e same arise out of, are a
consequence of, or are in an y way attri butab le to , in w hol e or in part, th e
performance of thi s Agreement by Serv ic e Provid er or b y any indi vidual
o r e nti ty fo r which Servi ce Provider i s l egall y lia ble, including but not
limite d to officers, agents, emp loyees or sub-Service Pro viders of Service
Pro vid er.
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(c) Ind emnification from Sub-Service Providers . Service Provider
agrees to obtain executed indemnity agreements with provi s ions id e ntical
to th ose set forth in thi s section from each and every Sub-Service Provider
or any other per son or entity invo lved by, for, wit h or on behalf of Service
Provide r in the performance of thi s Agreem ent naming th e Indemnified
Parties as additional ind emnit ees. In th e event Service Provid er fails to
obtain such indemnity o bi igations from others as r eq uire d he rein , Service
Pro vider agrees to be f ull y resp on si bl e according to the terms of this
sectio n. Fai lure of City to monitor compliance wi th these requirements
imposes no add itional obligation s o n City and will in no way act as a
waiver of any rights hereunder. Thi s obli gati on to indemnify and defend
City as set forth herein i s binding on th e suc cessors , assigns or heirs of
Service Provid er a nd s ha ll s urv ive the terminatio n of thi s Agreement o r
th is secti on.
(d) Limitation of Indemnification. Notwith standing any provision of
this section to the contrary, desig n professionals are requ ired t o defend and
ind e mni fy the C ity onl y t o the extent pe rmitted by Civil Code Section
2 78 2.8, which limits the liability of a design professional to claims, s uit s,
acti ons, arbitration pr oceedings, admini s trative proceedings, regulator y
proceed ings, lo sses, expenses or costs that arise out of, p ertain to, or relate
to th e negl igence, reck lessness, o r willful misconduct of the design
profess ional. The term "design profess ional ," as d efined in Section
2 78 2 .8 , is limited to licensed ar c hitects, li ce nsed landscape architects,
r egiste red professi onal engineers, profess ional land surveyors, and the
bus in ess entities that offer such services in accordance with the appli ca bl e
provi si ons of the Ca l iforni a Business and Professio ns Co de.
(e) Citv's egli gence. The provisi ons of this sectio n do not apply to
claims occurring as a r es ult of City's sol e n egli gence. The prov isions of
thi s secti on sha ll n ot rel ease City from l iabi li ty arisin g from gross
negli gence or will fu l acts or omission s of C ity or any and all of i ts
officials, e mployees and agents.
1.3 Insurance . Secti on 17 of the Agreement is hereby amended as follows :
Service P rovider agrees to obtain and maintain in full force and effect
d uring the term of thi s Agreement the in s urance pol ic ies set fo rth in
Exhibit "C" "Insurance" and made a part of thi s Agreement. All ins uran ce
pol icies shall b e subject to approval by City as to form and content. These
requ ireme nt s are subj ect to amendment or waiver if so approved in wri ting
by the C ity Manager. Service Provi der agrees to provide City wi th copies
of required poli c ies upon request.
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2. GENERAL PROVISIO NS.
2.1 R e ma i nd er Uncha n ged . Except as s pecificall y mod ified and amended i n
thi s Second Amendment, the Agreem e nt re m a in s in fu ll fo rce and effect and binding up o n the
p art ies .
2.2 Integra ti o n . T hi s S e co nd Ame ndme nt cons ist s of p ages 1 thro u gh 11
inc lus ive, w hi c h constitu te the e ntire unders ta nding an d agreement of th e parties and s upe rsed es
a ll nego ti atio n s or previo u s agreem e nts be tween th e parti es w ith resp ect to a ll o r any part of the
tran sacti o n d i scu ssed in t hi s S econd Ame ndm e nt.
2.3 Effective D ate. T hi s Seco nd Amendme nt s ha ll not becom e effective u ntil
the d ate it has been form a ll y approved by th e C ity Council and executed by th e a ppro pri a te
a uthoriti es of th e C ity and S er v ice Provid e r.
2 .4 A pplica bl e Law . The laws of the Sta te of Californi a s ha ll govern the
inte rpreta ti o n and e nfo rceme nt of thi s Sec o nd A m e ndme n t.
2.5 R efere n ces . A ll re fe re nces t o th e Agree m e nt include a ll t he ir respect ive
te rms and provis io ns . A ll de fine d terms ut ilized in thi s Second Amendme nt have th e same
m ean ing as provided in the Agreement, u n less expressly s tated to th e co ntrar y in th js Second
A m endme nt.
IN W ITNESS WHEREO F , the pa rti es he re to have execute d thi s Second A m end m e nt to
th e Agreeme nt o n the d ate and year fi rs t writte n a bove.
APPROVED A S T O F ORM
Eric S. Va il , C ity A tto rney
C ITY:
T H E C ITY 0 F T EMP LE C ITY
B y: __________ _
Bryan Cook, C ity M an ager
ATTEST:
P eggy K uo, City Cl erk
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SERVICE PROVID ER:
By : ________________________ ___
arne: ____________________ ___
Title:-------------------
(2"d signature required if C orporation, I n corporation or Lim ited Liabili ty Corporation)
By: ____________ _
Name: ___________ __
T i tle:-----------------------
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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A notary publi c or other officer compl etin g thi s ce rt ificate verifies onl y the id enti ty o f the individ ua l who s igned
the document to which th is certificate is attac hed , and not th e truthfulness , accurac , or validit of that doc ument.
ALL-PURPOSE ACKNOWLED GMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORN IA )
COUNTY OF LOS ANGELES )
On 20
before me , ____________________________________________ ~~~~~~~~~~~·
Date Name And T>tle Of Officer (e g •Jane Doe Notary Publ•c·)
personally appeared --------------------,---,----:-::---,-.,-----------
Na me of S1gner(s)
who proved to me on the basis of satisfactory evidence to
be the person (s) whose name(s) is /are subscri bed to the
within instrum e nt and acknowledged to me that he /she/they
executed the same in his/her/their authorized capacity(ies ),
and that by his /her/their signatu re(s) on the instru ment the
person (s), or the entity up on behalf of wh ich th e pe rson (s)
acted , executed the instrument.
I ce rtify under PENALTY OF PERJURY under the laws of
the State of Cal ifornia t hat the fo regoing parag raph is true
and corre ct.
W ITNE SS my hand and official seal.
Signatu re of Nota ry Public
OPTIONAL
Though this section is optional, completing this informat ion can deter alternation of the document or fraudulent
re attachmen t of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Ind ividual
0 Co rpo rate Officer
Title(s)
0 Partner(s)
0 Attorn ey -! n-Fact
0 Trustee(s)
0 Guardia n/Conserva tor
0 Other:
Signe r is re prese nting :
Name Of Person (s) Or Entity (i es)
0 Li mited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
Title o r Type of Do cument
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
~------------~·----
A notary pub lic or othe r officer comp let ing thi s certificate verifies on ly th e identity of the indiv idu a l who s ig ned
the docum ent to whi ch thi s certificate is attac hed, and not th e truthfulness, accu rac , or val idi of th at do cument.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFOR NI A
COUNTY OF LOS ANGELES
On ________________ --~2=0~-------------------------------------------
before me ,-----------------------------------' Date Name And Title Of Officer (e g ·Jane Doe . Notary Public")
personal ly appeared --------------------------------------------------------
Name of Signer(s)
who proved to me on the bas is of satisfactory evidence to
be the person (s) whose name (s) is/are subscribed to the
within instrument and acknowledged to me tha t he/she/they
executed th e same in hi s/her/their authorized ca pa city (ies),
and that by hi s/her/the ir signature(s) on the instrument the
perso n(s), or the entity upon beha lf of whi ch the person(s)
acted , executed the instrument.
I cert ify un der PENALTY OF PERJURY under the laws of
the State of California th at th e foregoing paragraph is true
and correct.
W ITNESS my hand and official seal.
S ignature of Notary P ublic
OPTIONAL
Though thi s section is optional , co mp leting this information can deter alternation of the docume nt or fraudul ent
reatta chme nt of th is form to an unintended document.
CAPAClT(IES) CLAIMED BY SIGNER(S)
Signer's Name:
0 Individua l
0 Corporate Officer
Title (s )
0 Partner(s)
0 Attorney-In -Fact
0 Trustee (s)
0 Guardian/Conservator
0 Other:
Sign er is representing :
Name Of Person (s) Or Entity(ies)
0 Lim ited
0 General
DESCRIPTION OF ATTACHED DOCUMENT
T itle or Type of Document
Number Of Pages
Da te Of Document
Signer(s ) Other Than Named Above
ECS Imagin g, In c.
5905 Brockton Ave . Su ite C
Ri ve rside , CA 92506 -2416
(95 1 )-787 -8768
(951)-78 7-08 31 fa x
Name/Address
City of Temple City
Admi.nistrat ive Services Departmen t
970 1 Las Tunas Drive
Temple City, CA 91780
Due Date P .O . No .
Ship To
City ofTemple City
Peggy Kuo
Terms
511012 0 18 Annu al Renewal Net 30
Description
18-19 Annua l
LF Avante Server for SQL Express wi th Workflow LSAP
LF Av ant e Named Fu ll Use r wit h Snapsho t and Email LSAP
LF Avant e Web Acce ss LSAP
LF Starter Publ ic Port a l LSAP (I 0 Retri eval Use rs)
Fujitsu fi-7260 3 Year Warranty (SIN: a3rd000558) Coverage:
0 4/12/20 18-04 /11 /202 1
Fujits u fi -7260 Warranty (SIN : a3rd000558) Coverage:
04/12/202 1-06/11 /202 1 *Prorated 2 month s @ $199/3 years•
ECS Priority Support consists of I 0 hours of on-line o r on-si te
support time, un limited phone s upp ort, and a 4 hour respo nse time ,
beginning 05 /11 /20 18 through 05 /10/20 19. Additiona l on-lin e o r
on-site support wi ll be billed at yo ur c urrent hourly support rate .
Minimum on-site ti me is calcu lated at 2 hours . Support hours are
7:3 0am-5:00pm, Monday-Frida y. ECS may all ow planned after
ho urs support in rare ci rcums tan ces. In these c ircumstances Priority
Support wi ll be billed at double the hourly rate.
5% Loya lty Di scount
**Your organ izat ion LSAP's expire on 05 /10/20 18-Laserfic he
imposes a 10% reinstatement fe e for each month of an ex pired
LSAP -support may be effected if yo ur payment is not received in
ou r office at least 7 da ys prior to the ex pirat ion date••
19-20 Annual
LF Avan te Serve r fo r SQL Ex'Press wi th Workflow LSAP
LF Avan te Named Full User wit h Snapshot and Email LSAP
LF Avante Web Access LSAP
Qty
I
2
2
I
I
f
I
2
2
LSAP= Lase rFich e Software As surance Plan includes product updates and enhanceme nts for
12 month s.
Page 1
EXHIBIT A & B
Date
4/10/2018
Rep
Lo ri
Rate
30 0.00
100.00
20.00
3,000.00
Subtotal
199.00
18.00
1,750 .00
-269.45
0.00
300.00
100.00
20.00
Estimate #
1108 7
County
Los Angeles
Total
300.00
200 .00
40 .00
3,000.00
199.00
18.00
1,7 50.00
-269.45
0.00
300.00
200.00
40.00
Sales Tax (8.75%)
Total
ECS Imagin g, In c.
5905 Brockton Ave. Suite C
Riverside, CA 92506 -2416
(951 )-787-8768
(95 1 )-787 -08 3 1 fax
Name/Address
City of Temple City
Administrati ve Services Departme nt
9701 Las Tunas Drive
Temple City, CA 91780
Due Date P.O . No .
Ship To
City ofTcmple City
Peggy Kuo
Terms
5/10/20 18 Annual Renewal Net 30
Description
LF Starter Public Portal LSAP (10 Retrie val Users )
ECS Priorit y Support consists of I 0 hours of on-line or on-si te
support time, un limited phone support, and a 4 hour response time ,
beginning 05/11 /2 0 19 through 05 /10/2020. Additional on-lin e or
on-s ite s upport wi ll be billed at yo ur c urrent hourly s upport rate.
Minimum o n-site time is calculated at 2 hours. Suppo rt hours are
7 :30am-5:00pm. Monday-Friday. ECS may allow planned after
hours support in rare circumstances. In these circumstances Priority
Support wi ll be billed at double the hourly rate.
5% Loya lt y Di scount
20-21 Annual
LF A\'ante Server for SQL Express with Workflow LSAP
LF Avante Named Full User with Snapshot and Email LSAP
LF Avante Web Access LSAP
LF Starter Public Portal LSAP (I 0 Retrieval Users)
ECS Priority Support consists of I 0 hours of on-line or on-site
support time, unlimited phone support, and a 4 hour response time,
beginning 05/1 1/2020 through 05/10/2021. Additional on-line o r
on-site support will be billed at your c urrent hourly support rate .
Minimum on-site time is calculated at 2 hours. Support hours are
7:30am-5:00pm, Monday-Friday. ECS may allow planned afte r
hours s upport in rare circumstances. In these circumstances Priority
Support will be billed at double the hourly rat e.
5% Loya lty Discount
All Software, Licenses and Updates w ill be downloaded from th e
Laserliche website.
Qty
LSAP= LaserFichc Software Assurance Plan includes product updates and enhancements for
12 months .
Page 2
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2
2
I
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Date Estimate #
4110/2018 11087
Rep County
Lori Lo s Angele s
Rate
3,000.00
1,75 0.00
-269.45
300.00
100.00
20.00
3,000.00
1,75 0.00
-269.45
0.00
Subtotal
Sales Tax (8.75%)
Total
Total
3,000.00
1,75 0.00
-269.45
300.00
200.00
40.00
3.000.00
1,750.00
-269.45
0.00
$15,278.65
$0.00
$15,278 .65
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 o r damages to property which may arise from or in connection with the
performance of the Services by Service Provider, its agents , representatives or emp loyees .
Insurance is to be p laced wi th insurers with a curre nt A.M. Best's rating is an ass igned policyholders '
Rat ing of A (or higher) and Finan cial Size Category Class VII (or larger).
Only the foll owing "marked " requ i rements are applicable and Service Provider shall provide the
following scope and limits of insura nce :
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 a ll
activities of the Service Prov ider arising out of or in connection with work to be performed
under this Agreeme nt, in cluding coverage for any owned, hired , non-owned or rented vehicles .
_x_ Workers ' Compensation . Workers' Compensation Ins urance (Statutory Lim its ) and Emp loyer's
Liab il ity Insurance as required by the Labor Code of State of California covering all persons
providing Services on beha lf of the Service Provider and all risks to such persons under t his
Agreement.
Professional (Errors and Omissions) Liabilitv. Professional liabi li ty insurance appropriate to
th e Service Provider's profession . This coverage may be written on a "claims made" basis ,
and must include coverage for con tractual liability . The insurance must be maintained for at
least thre e (3) consecutive years following th e completio n of Service Provider's services or the
termination of this Agreement. During this additional three (3) year period , Service Provider
sha ll annually and upon request of the City subm it written evidence of this conti nuous
coverage.
Service Provider s hal l ma i ntain professional liability insurance that covers the Services to be
perfo rmed in co nnection with this Agreement. Any po l icy in ception da te , continui ty date, or
retroactive date must be before the effective date of this agreement and Service Provider
agrees to maintain continuous cove rage through a period of no less than three years after
comp letion of the services required by this ag reement.
1. Minimum Limits of Insurance . Service Provider shall maintain lim its of insurance
no less than :
(1) Commercial General Liab ility. $1 ,000 ,000 per occurrence , $2 ,000 ,000
general aggregate for bodily injury, persona l injury and property damage.
(2)
each accident.
Automobile Liabi lity. No less than $1 ,000 ,000 combined single limit for
r ----·-----
(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 limi t s of at least $1 ,000 ,000 .
(4) Professional Lia bi lity . $1 ,000 ,000 per cla i m and in the aggregate .
B . Oth e r Prov is io ns. Ins ura nce poli cies req uire d by t his Agreement shall conta i n the
f ollowi ng p rovisio ns :
1. All Po licie s. Each insu ra nce policy req u ired by this Agreement shall be endorsed
a nd state th e cove rage shall not be s us pe nded , voided , cance ll ed by the i nsurer or either Pa rt y to t h is
A g reemen t , reduced in cove rag e or in limi t s except after 30 days' prior writte n notice by certified ma i l,
return rece ipt req uested , ha s bee n given to C it y.
2 . Com m e rcial General Lia bil ity and Autom obile Liabi l ity Cove rages .
(1) City, and its res pect ive e lected and appo inted officers , officials , and
employees and volunteers are t o be covered as additional ins ureds as respects : liab ility arising out of
activities Service Provi de r performs ; prod uct s and completed operations of Servi c e Provider;
premises owned , occupied o r used by Se rv ice P rovider ; o r automob iles owned , leased , hired or
bo rrowed by Serv ice Pro vid er. T he covera ge sha ll contai n no special limitations on the sco pe of
pro te cti o n affo rd ed to Ci ty , a nd thei r res pect ive elect ed a nd appointed officers , offici a ls , or
em ployees .
(2) Se rvi ce Prov id e r's in s ura nce s hal l app ly separately t o each i ns u red
ag a inst wh om clai m is mad e or suit is b rou g ht, except wi th respect t o t he lim its of t he in s urer's
liabi lity.
(3) Requirements of specific coverage features or limits conta ined in th is
Section are not intended as a limitation on coverage , li mits or other requirements , or a waiver of any
cove rage normally provided by any insurance. Specific reference to a given coverage feature is for
pu rposes of c larificati o n o nly as it pertai ns t o a g iven issue an d is not intended by any party or in sured
to be all inc lu s ive , or t o the excl usio n of oth e r co ve rage, or a waiver of a ny t ype . If the Se rv ice
P rov ider ma intains h ig he r lim it s th an th e min im ums shown abo ve , the Agency requires and s ha ll be
e ntitl ed t o coverage for th e high e r limit s ma i nt a i ned by th e Service Provider. A ny avai lable insu ra nce
proceeds in excess of th e s pecified min im um lim it s of insu ra nce and coverage sha ll be availa b le to
th e Agency.
(4) Coverage p rov id ed by th e Service P rovider shall be primary and a ny
ins u ra nce o r se lf-insu ra nce o r maintained by Agency sha ll not be required to contribute to it. T he
lim its of in surance req uired herein may be sa t isf ied by a co m bination of p rimary and umb rella or
excess in s ura nce . Any umbre ll a o r excess in su ra nce s ha ll contain or be endorsed to conta in a
provisio n th at such covera ge sha ll also app ly on a primary a nd non-contribut ory basis for t he benef it
of Agency before the Agency's own insura nce or self-insurance shall be called upon to protect is as a
named insu red .
(5) A ny fai lure to comp ly with the reporti ng or other prov1s1ons of the
insurance pol icies , includin g breaches of warranties , s hal l not affect coverage provided to C ity , an d its
respective e lected an d ap pointe d officers , offi c ia ls , emp loyees o r volunteers .
3. Worke rs ' Co m pe nsa t ion Cove rag e . Un less th e Ci t y Manage r otherwise ag rees in
writi ng , th e i ns ure r s ha ll ag ree t o waive a ll ri g hts of s ubrogati on against Ci t y , and its respect ive
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". Th e
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 Provide r shall furnish certificates and endorsements from each
Subservice Provider identical to those Service Provider provides .
2 . Any deductibles or self-insured retent ions must be declared to and approved by
City. At the option of City, either the insurer shall redu ce 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
investigation s , claim administration , defense expenses and claims .
3. The procuring of such required pol icy or policies of ins uran ce shall not be
construed to limit Service Provider's liabi lity hereunder nor to fulfill the indemnifi cat ion provisions and
requirements of this Agreement.
I. •••
...
CONSULTANT SERVICES AGREEMENT
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
ECS Imaging, Inc.
Aprill, 2014
ATTACHMENT B
A GREElVlENT F OR CONSULT ANT SER VICES
.B ETWEEN
THE GTY O F TEMPLE CI TY, CALIFO RNIA
AND
ECS lmagin g, Inc.
This Agreement for Consultant Servi ces ("Agreement") is entered into as of this 1st day
of April, 2014 by and between the City of TEMPLE CITY, a municipal corporation ("City'') and
ECS Imaging, Inc., a corporation ("Con sultant"). City and Consultant are sometimes hereinafter
individually referred t o as "Party" and her einafter collectively referred :o as the "Parties."
RECITALS
A. City has sou ght, by issua nce of a Request for Proposals or Invitation for Bids, the
performance of the services defmed and described particularly in Section 2 of th.is Agreement.
B. Consu ltant, f ollowing submiss ion of a proposal or bid for the performance of the
services defined and d escribed particuJ arly in Section 2 of this Agreement, was selected by the
City to perfmm those services.
C. Pursuant to the City of Temple City's Municipal Code, City has a ut hority to enter
into this Consultant Services Agreement and the City Manager has authori ty to execute this
Agreement.
D. The Parties desire to forma lize the selection of Consultant for performance of
those services defined and described particularly in Section 2 of this Agreement and desire that
the terms ofthat performance be as particularly defined and described herein.
OPE RAT IVE PRO VISI ONS
NOW, TH EREFORE, 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
h ereby acknowledged, th e parties agree as follows:
SEC T ION 1. TERM O F A G REE MENT.
Subject to th e provisions of Section 20 "Termination of Agreement11 of this Agreement,
the scope of services set forth in Exhibi l "A" "Scope of Services" shal l be completed p ursuant to
the schedule specified in Exhibit "A." Should the scope of services not be completed p ursuant to
that schedule, the Consultant shall be dee med to be io Default of this Agree me nt pursuant to
Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the
Defaul t provisions of this Agreement an d m ay instead allow Consultant to continue performing
the scope of servi ces until such services ru·e complete.
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SECTION2. SCOPE OF SERVICES.
Consultant agrees to perform the services set forth in Exhibit "A" "Scope of Services"
and made a part of this Agreement.
SECTION 3. ADDITIO ~AL SERVICES.
Consultant shall not be compensated for any ser vices rendered in connection with its
p erforman ce of this Agreement which arc i n addition to or outside of th ose set forth in this
Ag reement or listed in Exhibit "A" "Scope of Services," unl ess such additional services are
authorized in advance and in writing by the City Council or City Manager of C ity . Consultant
shall be compensated fo r any suc h additio na l services in the amounts and in the manner agreed to
by the City Co uncil or City Manager.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any li mitations set forth in thi s Agreement, City agrees to pay
Co n sultant the amounts s pecified in E xhibit "B " "Compensat ion " and made a part o f this
Agreement. The tota l co mpensation, including reimbursem ent fo r actual expenses, sball not
exceed Six Thousand Eight Hundred and Ninety ($6,890), un less addi t ional compensation is
app roved in writi ng by the City Council or City Manager.
(b) Consultant shall furni sh to City an original invoice for all wo rk perf ormed and
expenses inctmed duri ng the preceding mo nth. The invo ice shall detai l charges by th e following
categories: labor (by sub-category), travel , materials, equipme nt, su ppli es, and sub -consultant
contracts. Sub-consultant charges shall be detailed by the following categories: labor, trave l,
materials, equipment and supplies. City shal l ind ependently review each invoice s ubmitted by
the Consultant to determine whether the work performed and expen ses in curr ed are in
compliance with the provisions of this Agr ee ment. In the event that no charges or ex penses are
disputed, the invoice shall be a pproved and paid accordi ng to th e terms set forth in subsection
(c). In the event any charges or expenses are di sput ed by City, the original invoice shall be
returned by C ity to Consultan t for correction a nd resub mi ssion.
(c) Except as to any charges for work perfonned o r expenses incurred by Consultant
which are dispu ted by City, City will use its best efforts to cause Consu ltan t to be paid within
forty-fi v e (45) day s of receipt of Cons ul tan t's correct and undisp uted invoice.
(d) Payment to Consultant for work performed pursuant to this Agreement shall not
be deemed to waive any defects in work perfo rmed by Con sultant.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
Ci ty may inspect and accept or r eject any of Co nsultant's work und er tlti s Agreement,
either during per formance or wh en co mpleted. City shall rejec t or fina lly accept Consultant 's
work within sixty (60) days after subm itted to City. City shall reject work by a timely written
explanation, otherwise Consultant's work shall be deemed to have been accepted. City's
ac c eptance shall be conclusive as to such work except with respect to latent defects , fraud an d
such gros s mistakes as amoun t to fra ud. Acceptance of any of Consultant's work by City shall
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not constitute a waiver of any of th e provisions of thi s Agreement including, b ut not limited to,
sections 16 an d 17, pe1taining to indemnification and insurance, r especti vely.
SECTION 6. Owm:RSIIJP OF DOCUMENTS .
All or iginal m ap s, m odels, designs, drawings, photograph s, studies, surveys, reports, data,
notes, computer files, fi les and other documents prepared, d eveloped o r discovered by Consultant
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 b y City wi thom the penuission of the
Consultant. Up on completion, expiration or termination of this Agreement, Consultant sh all tum
over to City a ll s uc h original map s, models, des igns, drawings, p h otograph s, studies, surveys,
rep orts, data, n o tes, compu ter files, files and other documents.
If an d to the extent that City utilizes fo r any purpose not related to this Agreement any
maps, models, designs, dr awings, photograp hs, studies, su rveys, reports, data, notes, computer
files, ft.l es or other documents prepared, developed or discovered by Cons ul tant in the co urse of
providing any services pursuant to this A greement, Cons ultant's guarantees and wanants related
to Standard of Performance and found in Section 9 of this Agreement shal l no t extend to such
use of the m aps, models, designs, drawings, photographs, studies, surveys, repor ts, data, notes,
computer files, files or other documents.
SECTION 7. CONSULTANT'S BOOKS AND RECORDS.
(a) Consultant shall maintai n any and all doc uments and records demonstrating or
relating to Consultant's p erformance of ser vices pursuant t o this Agreeme nt. Consultant shall
m aintain any an d all ledgers, books of account, invoices, vouchers, canceled checks, or other
d ocuments or record s evidencing or rel ating to work, services, expenditures and disbursements
charged to City p ursuant 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 evaluatio n of the servi ces provid ed by
Consultant pursuant to thi s Agree ment. Any and all such documents or records shall be
maintaine d fo r three years from the date of execution of this Agreemen t and to the extent
required by Jaws relating to audits of p ublic agenci es and their expenditures.
(b) Any and all records or documents r equired to be maintained pursuant to this
section shall be made available for inspection, au dit an d copying, at any tim e during regular
business hours, upon request by City or its designated representative. Copies of such documents
or rec-ords shall be p rovided directly to the City for inspection, aud it and copyi ng when it is
p ractical to do so; o therwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Co nsul tant 's address indicated fo r receipt of notices in this
A greement.
(c) Where City has reason to believe that any of the documents or records required to
b e maintained pursuant to this section m ay b e lost or discard ed du e to di ssolution or termination
of Consultartt' s b usiness, City m ay, hy written req uest, require tha t c usto dy of such documents or
record s be given to the City and that such do c uments and records be maintained by the requesting
party. Access to such documen ts and re cords s hall be g ranted to City, as well as to its
successors-in-interest and authorized representatives.
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SECTIONS. STATU S OF CONSUL TANT.
(a) Co nsultant is and sh all at a ll time s re m ai n a wholly independent contractor and
not an o ffi cer , em ployee or agent of Ci ty. Con sul tant shall have no authority to bind City in any
manner, nor to incur any o bligation, debt or liabili ty of any kind on b ehalf of o r against City,
whether by contract o r otherwise, unl ess such authority is expressly con fe rred u nder thi s
AGREEMENT or is otherwise expressly conferred in wri ting by City.
(b) The p ersonnel performing the services under this Agreem ent o n behalf of
C onsu ltant sh all at all ti mes be u nder Consultant 's exclusive direction and contro l. Neither City,
n or any elected or appointed boards, offic ers, offi cials, employees or a gents of C ity, shall h ave
contro l over the con duct of Con sult an t or any of Consultant's offi cers, employees, or agents
except as set fo rth in this Agreement. Consultant sha ll n ot at any ti me or in any m anner repr esent
that Consultant or an y of Consult ant's office rs, e mployees, or a gents are in any manner officials,
officers, empl oyees o r agents of City.
(c) Neithe r Consultant , no r any o f Consultant's offi cers, e mployees or agents, shall
obtain any r ights t o r e tirement. health care or any other ben efits which may otherwise accrue to
City's employees. Consultant expressly waives any cla im Consultant may have to any suc h
r ights.
SEC'fl0N9. ST ANDARD OF PERFORMANCE.
CoJJ sultant represents and warr ants that it has the q ualificati o ns, experien ce and facilities
necessary to p rop erly perform the services r equired under this Agreement in a thor ough,
competent and professjonal manner. Con su ltant shall at all tim es faithfu ll y, competently and t o
the best of its ability, experience and tal en t, perform all servic es d escribed h ere in. In meeting i ts
o bligations under this Agreement, Cons ultant sh all employ, a t a minimum, generally accepted
standards and practices utilized by p ersons en gaged in providing services similar t o those
r e quire d of Consultant under this Agreemen t.
If and to th e extent that City utili zes f or any purpose not rela ted t o thi s A greement any
m aps, model s, desi gns, drawings, ph otographs, studies, s urveys, rep orts, data, no tes, computer
file s, files or o ther documen ts prepare d, d evelop ed or discovered by Con sultant in the course of
providing any services pursuant to thi s Agreem ent, Consultant's guarantees and warranties
r elated to Standard of Performance shall not ext end to such use of the m a ps, mo de ls, designs,
drawings, photograph s, studies, surveys, reports, data, n otes, computer fli es, fi les or other
documents.
SECTION 10. COMPLIANCE WITH ArPL ICABLE LAWS; P E RMITS AND
LICENSE S .
Consultant shall keep itself informe d of and comply w ith all appli cabl e feder al, state and
l ocal l aws, statutes, co des, or di nances, regulations and rules in effect during th e term of this
Agreement Consu ltant shall obtain any and all licenses, pe1mits and authorizations necessary to
p erform the services set forth in this Agreement. Neither City, nor any elected or appointed
b oards, officer s, officia ls, employees or agents of City, shall be liable, at law or in equity, as a
resul t of any failure of Consultant to co m ply with this section.
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SE CTION 11. PREVAILING WAGE LAWS
lt is the u nder standing of City and Consultant that California prevailing wage laws do not
a pply to this Agreem ent because the Agreement does not invo lve any of the following services
subject to prevail ing wage rates pursuant to the California Labor Code or regulations
promulgated the reunder: Construction , alte ration, demo lit ion , install ation, or repair work
performed on publ ic bwldings, facil it ies, streets or sewers d one under contract and paid for in
whole or in part out of public funds. In this context, "construction" incl udes work performed
during the d esign and preconstruction phases o f construction incl uding, but not limited to,
inspection and land surv eying work.
SEC TIO N 12 . N O NDIS CRI MINATIO N.
Consultant shall not discrinlinate, in any way, against any person on the basis of race,
color, religio us creed , national origin, ancestry, sex, age, physical handicap, medical condition or
marit al status in connection with or relat ed t o th e performance of thi s Agreement.
SEC T ION 13. UNAUTHORIZE D A LIENS .
Consultant her eby promises and agrees to comply with all of the pr ovisio ns of the Federal
Inunigration and Nationality Act, 8 U.S .C.A. §§ 11 0 1, et g_g., as amended, and in connection
ther ewith, shall not employ unauthorize d al iens as defmed th ere in. Should Cons ultant so employ
such unauthorized aliens for the performance of wo rk and!o r services covered by this Agreement,
and should the any liability or sanctions be imposed against Ci ty for such use of unauthorized
al iens, Consultant here by agrees to and shall reimburse City for the cost o f all such l iabilities or
sanctions impose d , to gether with any and all costs, incl uding attorn eys' fees, incurred by City.
SECTION 14. CONFLICT S OF I NTEREST.
(a) Consul tant covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any int eres t, directly or indi rectly, which wo uld confl ict in any manner with the
inter ests of City or which would in any way binder Consultant's performan ce of services under
thi s Agreement. Consultant further covenants that in the performance of this Agreement, no
p erson having any s uch interest sha ll be employed by it as an officer, employee, agent or
subcon tractor witho ut the express written consent of the City Manager. Consultant agrees to at all
times avo id conflicts of interest or the appearance of any conflicts of inte res t with the interests of
City in the perfo rm ance of this Agreement.
(b) Ci ty understand s an d acknowledges that Cons ultant is, as of the d ate of execution
of th is Agreement, inde pen dently involved in the performance of non-rel ated services for other
governm ental age ncies and private partie s. Consultant is unaware of any stated positi on of City
rel ative to s uch proj ects. Any future position of City on such projects shall not be considered a
conflict of inter est for purposes of this section.
(c) City understands and acknowledges that Consul tant wi ll , pelfom1 non-r elated
services fo r other governmental agencies and private parties following the completion of t he
scope of work under thi s Agreement. Any such fu t ure service shall no t be consid ered a conflict
of interest for pur poses of this sec ti on .
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SECTION 15. C ONFIDENTIAl , INFORMATI O N; RELE AS E OF INFORMATION.
(a) Al l inform ation gained or work pro duct pr oduced by Cons ultant in performance of
this Agreement shal l be considered confidential, unless such information is in th e public domain
or already known to Consultant. Consultant shall not release or di sclose any such information or
wor k pro d uct to persons or entities other than City without prior written authorization from lhe
City Manager, except as may be r equired by law.
(b) Cons ul tant, its officers, empl oyees, agents or subcontractors, shall not, witho ut
p ri o r written authorization from the City M anager or unless req uested by the City Attorney of
City, voluntarily pro vid e declarations, letters of support, testimony at d epositi ons, response to
interrogatories o r other in formation concerning the work perfo nned unde r this Agreement.
R espon se to a s ubp oen a or court order shall not be co nside red "voluntary" provided Consultant
gives City no tice o f such court order or s ubpoena.
(c) If Consultant, or any officer, empl oyee, agent or subcontractor of Consultant,
pr ovides any information or work pro duc t in violation of this Agreement, then City shall have the
right to reimbursement and indemnity from Consultant for any damages, costs and fees,
incl udi ng attorneys fees, caused by or in curred as a result of Consultant's conduct.
(d) Consultant shall pro mptl y notify City shou ld Consultant, its officers, em ployees,
ag ents o r s ub contractors be served with any summons, complaint, sub poena, no ti ce of depos ition,
r equest for doc uments, in terrogatori es, requ est for adrrUssions or other discovery request, court
ord er or subpoena from any party regarding this Agreement and the work performed thereunder.
City retains the right , but has no ob li gation, to represent Consultant or be pre ent at any
depositi on , hearing or similar pr oceeding. Consultant agrees to cooperate fully with City and to
provide C ity with the opportunity to review any response to d iscovery requests provided by
Consultant However , this right to review any s uch response does not imply or mean the right by
C ity to control, d irect, or rewrite sai d response.
SECTION 16. INDEMNIFICATION.
(a) Indemni fication f o r P rofessional L iability. Where the law establishes a
professional standard of care fo r Consultant's Services , to th e fullest extent pe rmitted by law,
Consultant shall inde mnify, protect, defend and bold harmless City and any and all of its
o:fricials, em pl oyee s and agents (''Ind em nifi ed P arties") from and against any and al l losses,
liabilities, damages, costs and expenses, including attorney's fees and costs to th e extent same are
c aused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its
offi cers, agents, empl oyees or sub-consul tants (or any en tity or individual that Consultant shall
bear the legal liabili ty the reof) in the perfo rmance of professional services unde r this Agreement.
(b) Indemnificati on for Oth er th an P rofessional Liability. Other than in the
performance of pro fessional services and to the fuU extent permitted by law, Consultant 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, admini strative proceedings , regulatory proceedings , lo sses, expenses or costs of any
kind, whether actual , alleged or threatened, incl uding attorneys fees and costs, court costs,
inte rest, defense costs, and expert witness fees), where the same ari se out of, are a consequence
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of, or are in any way attributable to, in whole or in part, the performance of this Agreement by
Consultant or by any individual or entity for whic h Consultant is legally liable, including but not
limited to officers, a gents, employees or sub-contractors of Consultant.
(c) General In demnific ation Provisions. Consultant agrees to obtain execut ed
indemnity Agreements with provisions id entical t o those set forth here in this section from each
and every sub-co ntractor or an y other p erson or entity involve d by, fo r, vvitb or on behalf of
Consultant in th e performance of this Agreement. In the event Consultant fails to obtain such
indemnity obligati on s fro m others as required here, Consultant agrees to be fully responsible
according to the terms o f this section. Failure of City to m on itor compliance with these
requirem ents imposes n o 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 here is binding on the
successors, assigns or heirs of Consultant and shall survive the termination of this Agreement o r
thi s section.
(d) Limitation oflndemnificati on. Notwithstanding any provision of thi s Section 16
[Indemnification] to t he contrary, design professi onal s are required to defend and indemnify the
City onl y to the extent pe rmitted by Civil Co de Section 2782.8, w hich limits the liability of a
design p rofessional t o claims, suits, action s, arbitration proceed in gs, administrative proceedings,
re gulatory proceedings, losses, expenses or costs that arise ou t of, pertain to, or rel ate to the
n egligen ce, recklessness, o r willful misconduct o f the design professional. The term "des ign
p ro fess ional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape
architects, registe red pr ofessional engineers, professional land surveyors, and the b usiness
enti ties that offer such services in acco rdance wi th the applicable provisions of the California
Business an d P rofession s Code.
(e) The provisi ons of this section do not apply to claims occurring as a result of City's
sole negligence. The provi sions of this section shall not rel ease C ity from liability arising from
gross negligence or will fu l acts or omissions of City or any and al l of its officials, employees and
a gents.
SECTION17. INSURANCE.
Consultant agrees to ob""ain and maintain in fuJI fo rce and effect during the term of this
Agreement the insurance policies set forth in Exhibit "C" "Insu rance" and made a part of this
Agreement. All insurance policies shall be s ubj ect to a pproval by City as to form and content.
These requirements are subject to amendment or waiver if so a pproved in writing by the C ity
Manager. Consultant agrees to pro vide City with copies of requir ed policies upon request.
SECTION 18 . ASSIGNMENT.
The expertise and experience of Consultant are mater ial considerations fo r this
Agreement. City has an interest in the qual ifications of and capability of the persons and entities
w ho will fulfill the dutie s and obligations imposed upon Consultant under this Agreement. In
recognition of that interest, Cons ultant shall n ot assign or transfer thi s Agreement or any portion
of this Agreement ·or th e performance of any of Con sultant 's duties or obligations under this
Agreement wi thout t he prior wri tt e n consent of the City Council. Any attempted assignment
shall be ineffecti ve, null and void, and shall constitute a material breach of this Agreement
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entitling City to any and al l remed ies at l aw or in equity, incl uding summary termination of this
Agreement. City acknowledges, however, that Consultant, in the performance of its duties
pursuant to this Agreement, may u tilize subcontractors.
SECTION 19. CONTINilliY O F PERSONNEL.
Consu ltan t shall make every reasonable effort. to mai n tain the stability and continuity of
C on sultant's s taff and s ubcontractors, if any, assigned to perform t he services required under this
Agreement. Consultant shall notify City of any changes in Consul tant's staff and subcontractors,
if any, assigned to perf01m the servi ces required under this Agreement, prior to and during any
such performance.
SECfi ON20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreeme nt, w it h or without cause, at any tirue by giving
thirty (30) ·days '.Y'ritten notice of tennination t o Consultant. In the event such notice is given,
Consul tant shall cease i mmedi ately a ll work in pr ogre ss.
(b) Consultant may terminate this Agreement for cause at any time upon thirty (30)
d ays written notice of termination to C ity.
(c) If either Consultant o r C ity fail to perform any material obli gation under this
Agreement, then, in addi ti on to any other remedies, either Consultant, or City may terminate thi s
Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or C ity, all property
belonging exclusively to City which is in Consultan t's possession sh all be returned t o City.
Consultant shall furnish to City a final invoice for work performed and expenses incurred by
Consultant, prepared as set forth in Section 4 of this Agreement. This fina l invo ice s hall be
reviewed and paid in the same manner as set forth in Section 4 of till s Agreement.
SECTIO N 21. DEFAULT.
In the event that Consultant is in default un der the terms of this Agreement, the City shall
not have any ob ligation or duty to co nti nue compensating Consultant for any w ork performed
after the date of default. Instead, the C ity may give notice to Consultant of the de fa ult and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may b e extende d, though no t
reduced, if circums tances warrant. During the peri od of time that Consultant is in default, th e
City shall hold a ll invo i ces and shal l , when the defau lt is cured, proceed w ith paymen t on the
invoices. In the altemative, the City may, in its sol e discretion, e lect to p ay s ome or al l of the
ou t standing invoices during the period of default. U Consultant does no t cure the default, th e
City may take n ecessary steps to termina te till s Agreement under Section 20. Any failure o n the
part of th e C ity to give notice of the Con sul t ant's default shall not be deemed to result i n a waiver
of the City's legal rights or any rights aris ing out of any provision of this Agreement
-8 -
SECTION22. EXCUSABLE DELAYS.
Consultant shall not be liabl e for damages, including liquidated damages, if any, caused
by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal,
state or local governmen ts, acts of City, court orders, fires, floods, epidemics, strikes, embargoes,
and unusually severe weather. The term and price of this Agreement s hall be equitably adjusted
for any delays due to such causes.
SECI'ION23. COOPERATION BY ClTY.
All public information, data, reports, records , and map s 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 Consultant in every reasonable way to
facilitate, 'vVithout undue delay, the work to be performed under this Agreement.
SECTION24. NOTICES.
All notices required or permitted to be given under this Agreement sbal1 be in writing and
shall be pers onally delivered, or sent by tele copier or certified mail, p ostage prepaid and return
receipt requested, address ed as follows:
To City: City of Temple City
Attn: City Clerk
To Consultant:
9701 Las Tunas Dr.
Temple City, CA 91780
ECS Imaging, Inc.
Attn: Debbi Bodewin, Senior Vice Pre sident
5905 Brockton A venue, Ste. C
Riverside, CA 92506
Noti ce shall b e deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after dep osit 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 Consultant represents and
wan-ants that he/she/they h as/have the authority to so execute th is Agreement and to bind
Consultant to the performance of its obligations hereunder.
SECTION26. ADMINISTRATION AND IMPLEMENTATION.
'Ibis Agreement shall be administered and executed by the City Manager or his or her
designated representative , following approval of this Agreement by the City CoWlcil. The City
Manager shall have the authority to issue interpretations and to make minor amendments to this
-9 -
Agreement on beh alf of the City so l ong as such actions do not materially change the Agreement
or make a c ommitment of additional funds of the City. All other changes, modifications, and
amendments shall require the prior approval of the C ity Cm.mcil.
SECTION27. BINDING EFFECT.
This Agreement shall be binding upon th e heirs, executors, administrators, s uccessors and
assigns of the parties.
SECTION28. MODIFICATION OF AGREEMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing
and appro ved by the Consul tant and by the City Council. Th e p arties agree that this requirement
for written modifications cannot be waived and that any attempted waiver shall b e voi d.
SECTIO)i 29 . WAIVER
Waiver by any party to this Agre ement of any term, condition, o r covenant of this
Agreem ent shall not constitute a waiver of any other term, condition, or cov enant. Waiver by
any pruty of any breach of the p r ov isions of th is Agreement shall not constitute a waiver of any
other provision nor a waiver of any sub sequent breach or violation o f any p rovision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the p rovisio ns ofthis Agreement.
SECTION30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California I n the event of litigat i on 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 shaH l ie exclusive ly in the Central District of California, in Los Angeles .
SECTION 31. ATTORNEYS FEES, COSTS AND EXPEN E .
In the event litigation or other proceeding is require d to enforce or interpret any provision
of this Agreement, the prevailing party in s uch litigation or other proceeding shall be entitled to
an award of reasonable a ttorney's fees, costs and expenses, in addition to any other relief to
which it may be entitle d.
SECTION32. ENTIRE AGREEME:Z...'T .
This Agreement, including the attached Exhibits "A" through "C", is the entire, compl ete,
final and exclusive expressi on of the parties with respect to the m a tters addressed therein and
supersedes aU oth er Agreements or understandings, whetl1er oral or written, or entered into
between Consultant and City prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any p arty which are not
embodied herein sh all be valid and binding. No ame ndment to thi s Agreement shaU be valid and
binding unless in writing d ul y executed by the parties or th eir authod zcd representatives.
-10-
SECTION33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or d etermined by any
court of competent j urisdiction to be invalid, void or unenforceable, the remaining provisions of
thjs Agreement shall not be affected thereby and th e Agreement shall be read and construed
without the invalid, void or unenforceable provision(s).
IN WITNESS WHEREOF, the patties hereto have executed thjs Agreement on the date
and year first-above written.
ATTEST:
CITY OF TEMPLE CITY
By: ._:D&Y ... L.Lr ~-.p~
-D onald E. P enman
Interim City Manager
p~~
City Clerk
APPROVED AS TO FORM
NOTE:
E{'5Jh-1 dtjf1Jj.Yiic . By:¥!/i/%1&4~.
CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER R ULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
-11 -
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On Ar~ Z . ZP/11 before me, '&az: , T. ~ersonally appeared Ve/312£ "8<t~Bf~
~personally known to me-OR-0 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/shr/they executed the same in
his/her/their authorized capacity(ies ), and that by his/her/their
~ ... IIIIIIIWIIIIIAII!~~~~~.,.~ 1 signature(s) on the instrument the person(s), or the entity upon
=····"'-"1.~~~u"u a u. of which the person(s) acted , executed the ins!rument.
OPTIONAL
Though the data below is not required by l.aw, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY C L AIMED BY SIGNER
D INDIVIDUAL
0 CORPORATE OFFICER
TITLE(S)
PARTNER(S) 0
D
ATTORNEY-IN-FACT
T RUSTEE(S)
LIMITED
GENERAL
D
0
D
D
D
GUARDlAN/CONSERVA TOR
OTHER~-------------------
SIGNER IS R EPR E SENTING:
(NAME OF PERSON(S) OR ENTITY(lES))
RlV 114838-6958-3880 vl
DESCRIPTION OF ATTACH ED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFO RNIA ALL-PURP OSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On II:Rz:r:L 7, ~f b efore me,~ J: ~ersonally appeared~ l{,f/'11$ , proved to me on
the basis of satisfactory evidence to be the person~) whose nam~~ subscribed to the within instrument and
acknowledged to me that B~tl}ey executed the same in@ll)et/~ir authorized capacity~, and that by
~J¥rr signature(B5 on the instnnnent the person~ or the entity upon behalf of wh ich the perso'9"acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the forego ing paragraph is
true and correct.
WITNESS my hand and official seal.
OPTIONA L
Though the data below is not required by law, it may pr ove valuable to p ersons relying on the document and could
prevent fraudu lent reattachment of this form
C APAC I T Y CLAIM E D BY SIG NER
D 11\'"DlVlDUAL
0 CORPORATE OFFICER
TITLE(S)
PAR1NER(S) 0
0
A ITORNEY -TN -FACT
TRUSTEE(S)
LlMITED
GENERAL
GUARDIA NfCONSERVATOR
DESCRIPTION O F A IT ACH E D DOCUMENT
TITLE OR TYPE OF DOCUMENT
N UMBER OF PAGES
0
0
0
0
0 OTHER~--------------------DATE OF DOCUMENT
SIGNER IS REPRESENTI NG :
(NAME OF PERSON(S) OR ENTITY(IES)) S IGNER(S) OTiffiR THAN NAMED ABOVE
RlV #483 8~958-3880 vi
EXHIBIT ''A"
SCOPE OF SERVICES
1. Training for usc of ECMS
2. Annual Software Maintenance and Support
5905 Brockto n Ave, Suit e c
Riv er side, CA 92506
Main Phone (877) 79Q-1600
Main Fax 787-0831
Prepared by :
Acco unt Rep Pho ne :
Email:
Lori Welz
562-335-4530
Quotation For: Quote Title: ECMS RFP
ECMS RF P A cc ount City o f Te mple City
Conta ct Ms. Peggy Kuo
Phone 626-285-2170
Quote It:
Date: 3/2.0/20 14
4/1/2014
net 20
Fax
Email
Va lid th rough:
pkuo@templecity.u s Terms:
S 'NAMED USER' LICENSING PRICING
!~:t]g~~~~~~~:~~-~n!~~1{:~~i:~~~~~;~~i~:l,~~~~;~~~~;~~~~~Yt'~·~M·~t~f+~,~~~~~!Y.~;2~f~·tto·~~-;~i~~\~~::({~uf,i~ofk'~~·~.
Annl!al Softw are Maintenanc~ & Slllli'!Ort:
Lasertiche MS SQL Avante LSAP (In dudes Work.Jiow~J $ 300.00 1 $
userfich e Na me<l Fu ll User LSAP {I ncludes£:-M ail, Snapsho t & Web
Admi n Console) $ 100.00 2 s
La ser1ich e We b Access -th in client l5AP $ 20.00 2 s
userfich e Web Distribution Porta l L5AP s 1,600 .0 0 1 s
••Ecs Annual Priorltll SUJ!I!Ort Csmn:~~~ (Annual ECS Priority
Support/Consulting in cluding 1 0 hours on-sit e/remote and phone
support for Installed Loserfiche version -1 year suoport.) s 1,750.00 1 s
Sub-'T'otol of 1rt Year Annuals
ECS educational training o n-s!t~: ~~4 hoyr§ $ 750.00 2 s
llCHCJ fL. IVt uu:·ltVI:J1 IIJO)U VL.W I , LlfiU JVH UW Ufl Lt:ICJlii!Jflt:: ~UJ.IIJUI (. rUI C:UC.H JJUI t..IHI~r;'U uuy Vj
training: On-site for scon operorors, r etr ieval persons & system odmi nlstrarar. Train the Tra iner
Approoch. (2) 1/2 days; 4 hour> of traini ng per day p er client r equest
~atlon Services: S 1,500.00
Installation OJ Hardware and Sojty;ar e above, Contlgurotlan, Testing, Troubleshooting,
Em ergency Support, Con sulting, ond Proj ect Management. Sp eci al New Cli ent Pricing and
Sub-Toto/ of Services
Sub-Total
Tax t @
ECS Turn -key Solution Total
•configu ratio n ofworl(flow will requ ire a systems engineer co ntra ct.
tTaxes ap plied only wh en tangible ~od s arc sol d.
••Ecs Annual Priority Support Contra ct
l s
s
0 .00% s
$
300.00
200.00
40 .00
1,600.00
1,750.00
$ 3,890.00
1,500.00
1,500.00
$ 3,000.00
6,890.00
6.890.00
•Upgraded phone support from standard Next Day r esponse time that com es Includ ed with LS APs to 2 hour response time.
•Unlimited phone and emai l support
•On-s ite/remote support hours Included as quoted. On-site w it hin next buslncss da y as needed. Addit ion al hours under the plan
can be purchased at a discoun~ rate.
•On-site lime is c~lcu la ted to nearest naif hour and m inimum onslte calculation Is between 2-8 !lours depending on location.
Remote support Is calculated to nearest l5 minute in crement.
•2 Free Admissions to Annual Cu stome r Confe r ence, Free Admissi on to Quarterly User Groups.
• Monthly E-New sle tter
•Uve Hours of suppo:t are 7:30am -5 :00pm PST M-F.
·This pl an covers su pport for the l.;lserliche software system Includin g remedial training, Installing upd ates, consu lt in g,. and
trouble-sh ootin g.
•Customers not under this plan can purchase on-site hours at 5200/hour 1 hour minimum remote, 2-4 hour minimum onsite +
trav el expenses.
ECS Imaging Maintenance I Support Agreement for Lasarfiche
Basic Laserfiche Software Assurance Plan (LSAP) Support
Basic LSAP support provides access to Laserfiche technica l s upport and updates through your
Value Added Reseller (VAR) and includes:
• Telephone support within 24 hours.
• Product updates
• 100% credit towards product upgrades
• 24/7 access to the Knowledge Base. discussion forums and other educational resources
on the Lasertiche Support Si te .
ECS Priority support
ECS Priority Support is an add itional support plan to enhance the basic LSAP . While LSAP
offers bas ic phone support response w it hi n 24 hours ECS Priority S u pport responds
immediately to the custome r's needs and concerns . Our experienced tech team is standing by
to respond within 2 hours of our customer's call. Customers with Priority Suppo rt each have a
dedicated account manager familiar with your organ ization and specifi c solution to provide
consultative check: ups and additional care .
Priority Support in cludes:
1. Unl imited Telephone Support: ECS will re spond within two hours by telephone , when the
customer contacts ECS ut il iz ing the single point of contact support line . A toll free number is
also available and a ded icated email address for requests: support@ecsimaging.com .
2. On -site and Remote Remedial Support: This s upport includes 1Q hours on si te and/or
remotely to update Laserfiche system with new releases , updates, fixes, enhancements ,
assistance in future planning of Lasertiche products, consu lting , project management and
additional trai ning . When working th ro ugh a problem via phone and the resolution requires
additio nal effort, EC S w ill schedule to be on-site w ithin the next business day. Up to h alf of
the hours can be utilized for a ma jor rel ease.
Onsite time is calculated for t ime onsite only to the nearest hour wit h a 2-4 hour minimum .
On line remote time is rounded to the nearest 15 minute increm ent.
3 . Hardware Support: Warran t y administrati on and installation of warranty repair ed items
purchased through ECS.
4. Software Support: In stallati on of Las erfiche Softwa re updat es and mod ifications . Additional
tra ining on new features as require d. Software b y other manufacturers wil l be t he Clients
responsibility.
5905 Brockton Ave. Su ite C • Rive rside, Ca lifornra 92 506
Phone 951-787-9768 • Fax 951-787-0831 • support @ecsimaging .com • www .ecs imagi ng .com
5. Additional On-site Support Ava ilable at $187 per hour when extraordinary situations occur.
An example migh t be system corru ption for unknown reasons or system tampering at cl ient
site. Networ k suppo rt is always a chargeable item .
6. Consulting Sup port : When ECS is on site, we wi ll audit the system an d determine
system/application modifications for consistency.
7. Travel time and lo dging are included .
8. Support hou r s are Monday through Fri d ay , excluding maj or holidays , 7 :30am to 5:00pm
PST.
9. Annua l Support Contract Dates are listed on Invo ice.
5905 Brockton Ave. Suite C • Riverside, California 92506
Phone 951 -787-9768 • Fax 951 -787 -083 1 • support@ecsimaging .com • www .ecsimaging .co m
----------------------
EXHIBIT "B"
COMPENSATION
5905 Brockton Ave , S uite C
lori Wel z
562-33 5-1530
Quotation For: Quotelit!e: ECMS RFP
ECMS RFP Account City of Temple Oty
Contact Ms. Peggy t<uo
Phone 6"26-285 -2170
Quot e If :
Date: 3/20/2014
4/1/2014
net 20
Fax
Email
Vali d th rough :
pkuo@templecitv.us Te rms :
~n nual Software Mainte nance!!! ~u11eort:
Lasertiche MS SQL Av ante LSAP (In dudes WorkflOW '/ $ 30 0.00 1 $
tasert1 ctle NameCI Full User LSAP (Includes E· Moll, snopsl'lut 1tc Web
A dmin Console) $ 100.00 2 $
Lasemche We b Access-tl1 in clie nt LSAP $ 20.00 2 s
Laserfithe Web Distribution Portal LSAP s 1,600.00 1 s
• •Ecs An n ual Prior ttY SU(!(!Ort ~!!la!G (Annua l EC5 Pr lorrry
Suppott/Consuhing including 10 hours otHite/remqte and phone
surx;ort tor lnsrolled Loserfiche version • 1 veor support.) $ 1.750.00 l $
Sub · Total of l sr Year Annuals
ECS e du cational training on-s ite 11er 4 ho urs $ 750.00 2 s
Ut:H t:f U .. I VI V&.Cf tUI.l1 lit~(( UL.(UI1 U"IJ )V #IVW I.IIJ U:H:-IJitU(ff: .lUIJ#JVf t, rVI C'U\.11 jJUH .. IIU.>c:'U u uy VJ
training: On-site for scan operators, r etri eval persons & system adminis trator. Train the Trainer
Approach. (2} 1/2 doys = 4 hours of training per day per dienr requesr
CCnflgyratlon Services: $ 1,500.00
lnstallorlan oj Harowore and SoftWar e obCTV~, Coll}lguratlon, Testing, Ttoublesnoorl ng,
Emergency Support, Consulting, and Project Monogemenr. Sp~da/ New Cliffit Pricing and
Sub·TotD / of Services
Sub-Total
Taxt @
ECS Tum·k ey Solution Total
•eonfiguration of workflow wlll req uire a systems engin eer contract
TTC!lCes ap plie d only when tangible goods are sold .
.. Ecs Ann u al Priority Sup port Contra'!
1 $
s
0 .00% s
$
300.00
200.00
<:0.00
1,600.00
1,7 50.00
s 3,890.00
1,500.00
1,500.00
s 3,000.00
6,890.00
6.8 90.00
•Upgraded phone s up port from standard Next Da y response t im e that comes Inclu ded with LSAPs to 2 hour response time.
•Unlimited phone a nd email support.
•On-site/remote support hours induded as q uoted. On·sl te w ithin next business Clay as need ed . Additlooa l hours under the plan
can be purchased at a d iscounted rate. ·
•On-sl t e time Is calc ulated to n earest half hour and minimum onslte c al culation Is between 2-8 ho urs depend ing on location.
Rem ote support is calc ulated to n earest 15 min ute Increment.
•2 Free Admissions to Annual Customer Confureoce, Free Admission to Quarte rly Use r Groups.
•Mo nthly E-New sletter
•Uve Hours of support are 7:30am-S:OO om PST M·F.
•This plan covers support for t h e Laserllche software system Incl uding remedial tra lnlng, lnsta Ui ng updates, consulting. and
trou b le-shooting.
•Custome rs not ~nd e r this plan can purchue on-site hours at 5200/hour 1 hour mini mum remote, 2-1 hour m ini m um onslte +
travel expenses.
EXHIBIT "C"
L~SURANCE
A. Insurance Requirements. Consultant shall provide and maintain insurance,
acceptable to the City Manager or City Counsel, in full force and effect throughout the term of
this Agreement, against claims for inj urie s to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by Consul tant, its agent ,
repres entati ves or employees. Insurance is to be p laced with insure rs with a current A.M. Best's
rat in g of no less than A:Vll. Consultant shall provide the follow in g scope and limits of
insurance:
1. Minimum Sco12e of Insurance. Coverage shall be at least as broad as:
(1 ) Insurance Services Office form Comm e rc ial General Liability
coverage (Occurrence Form CG 000 1).
(2) Insurance Services Office form number CA 00 01 (Ed. 1/87)
covering Automobil e Liability, includin g code 1 "any a uto" an d endorsement CA 0025, or
equivalent forms subject to the written approval ofthe City.
(3) Workers' Compensation insuran ce as required by the Lab or Code
of State of Californi a and Employer's Liability insurance and cover ing all persons providing
services on behalf of the Consul tant and a ll risks to such persons Wlder this Agreement
(4) Professional liability insuranc e appropriate to the Consultant 's
profession . This co verage may be written on a "claims ma de" basis, and m u st inc lu de C.Qverage
for con tractual liab i1 ity. The professi onal liability insurance required b y this Agreemen t must be
endorsed to be applicable to claims b ased upon, arising ou t of or related to services performed
under this Agreement. The insurance must be maintained fo r at least 3 consecut ive years
following the completion of Co ns ultant's services or the termination of this Agreement. During
this additional 3-year period, Consul tant shall annually and upon requ est of the City submit
written evidence of this continuous coverage.
2 . Minimum Limits of Insurance. Consultant shall maintain limits of
insurance no less than:
(1) General L iability: $1,000,0 00 general aggregate for bodil y injury,
personal injury and property damage.
(2) Automobile Liabi li ty: $1,00 0,000 per accident for bodily injury
and property dan1age. A combined sing le lim it policy with aggregate l imits in an amount of not
less than $2,000,000 s hall be considered equivalent to the said required minimum limits set forth
above.
(3) Workers' Compensation and Em ployer's Liability: Workers1
Compensation as required by the Labor Code of the State of California and Employers Liability
l imits of not l ess than $1,000,000 per accident.
(4) Professional Liability: S l ,OOO,OOO per occurrence.
B. Other Prov i sions. Insurance poli cies required by this Agreement s hall contain the
following provisions:
1. A ll Policies. Each insurance policy required by this Agreement s hall be
endorsed and state the coverage sh a ll not be s uspended, voided, cancelled by the insurer or either
p arty to this Agreement, reduced in coverage or in limits except after 30 days ' prior written n otice
by Certified mail, return receipt requested, has been given to City.
2. G eneral Liability and Automobile Liabil ity Coverages.
(1) City, and its respective elected and appointed officers, officials,
and empl oyees and vol unteers are to be covered as additional insureds as respects: lia bility
arising out of activities Consultant performs; products and comple te d operations of Consultant;
premises owned, occupied or used by Consultant ; o r a u tomobil es owned, l eased, hired or
borrowed by Consultant. The coverage sh a ll contain no special limitations on the scop e l'of
protectio n afforded t o City, and their respective elected and appointed officers, officials, or
employees.
(2) Consultant's insurance coverage shall be primary i nsmance with
respect to City, and its respective e lected and appointed, its officers, officials, empl oyees and
volunteers. Any insu rance or self insurance maintaine d by City, and its respective e lected and
appointed officer s, officials, employees or vo l unteers, sh all apply in excess of, and not contribute
with, Consult ant's insurance. ·
(3) Consultant's insurance shall apply separately to each · inSured
a gainst whom c laim is made or suit is brough t, except with respect to the limits ofthe insurers
liability.
(4) Any failure to comply with the reporting or other provisions of the
policies inc luding breaches of warranti es sha ll not affect coverage provided to City, and its
respective el ected and appointed officers, officials, employees or volunteer s .
3 . Workers' Compen sation and Employer's Liability Coverage. Unless the
City Manager otherwise agrees in wtiting, the insurer shall agree to waive all rights of
subrogation against City, and its respecti ve elected and app ointed officers, offi cial s, employees
and agents for losses arising from \Vork performed by Consu ltant.
C. Other Requi rements. Consu ltant agrees to de posit w ith City, at or befor e the
effective date of this contract, certificates of insurance necessary to satisfy City t hat the insurance
provisions of this contract have been co mplied with. The City Attorney may require that
Consultant furnish C ity with copies of or iginal endorsement s effecting coverage required by this
Section . The certificates and endo rsements are to be signe d by a person authorized by that
insurer to bind coverage on its behalf. City re serves the right to inspect compl ete, certified
copies o f all required insurance policies, at any tim e.
1. Consultant shall fumish ce1tifi cates and endorsements from each
su bcontractor identical to those Consultant provides.
2. Any deductibles or self-insured reten tions mus t be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
de ductib les or self-insured retentions as respects City or its r espective elected or appointed
officers, o ffi cials, employees and volunte ers o r the Cons ultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, defense expenses and cl aims .
3. The procuring of such required poli cy or policies of insurance shall not be
construed to limit Consultant's liability hereunder nor t o fulfill the indemnification prov isions
and requirement s of this Agreement. ~ .. ! t
• •
; "''' ..
. , ..
FIRST AMENDMENT TO
CONSULTANT SERVICES AGREEMENT
by and between
the
CITY OF TEMPLE CITY
and
ECS Imaging, Inc.
Dated Apri121, 2015
RI V H4840-1328-2 571 v i
FIRST AMENDMENT TO THE CONSULTANT SE RVICE AG REEMENT
Th is First Ame ndm e nt to Cons ultant Serv ice Agreeme nt ("F irs t Amend ment'), "'vhich is date d for
refere nce as indi ca ted on th e cove r page, is he re by e nt e red in to by a nd be tween the CITY OF TEMPLE CITY. a
Cal ifornia chart er c ity ("C it y"), and ECS Imag in g, Inc ., a Californ ia Incorp ora ti on ("'Co nsultant''). as fol lows:
REC ITALS
A. Ci ty and Consu lt ant ent ered in a Cons ultant Se rv ice s Agree ment on April I , 20 I 4 (''Agreement"). The
City purchased a Laser Fich e oflware As sur ance Plan (LSAP ) which inc luded so ftware update,
mainten ance . and support for 12 mont hs.
B. The LS AP wi ll expire on Ma y I. 2015.
C. This First Amend me nt is to rene\\' the Cit y's L AP \Vith ECS Ima ging, Inc. fo r th ree yea r (i.e., Ma y I.
20 I 5 -May I , 20 18).
OP ERATIVE PROVI S IO NS
NOW , THEREFORE, in co ns id era ti o n of th e promi ses made a nd recited herein, th e pa rtie s do hereb y
ente r into this Fi rst Amend ment whic h modi fi es and amend s the Agreeme nt as follows:
I. AMEN DMENT. The Ag ree me nt is here by mod ified and amen ded as follows :
l.l Sec ti o n I. Section I is hereb y a mended to rea d as fol lows: "The term of thi s Agreement
sha ll be for th ree (3) years fr om Ma y I , 20 15 to Ma y I , 20 18 , s ubj ect to the provision
provided herein . Subject to th e pro visio ns o f Section 20 "Term inati on of Agreement" or
thi s Ag re ement. the scope o r se rvices set for th in Exhib it ·'A" "Scope of ervice s" shall
be comp leted pursuant to th e sc hedule spec ifi ed in Exhibit "A." Should the scope of
services not be com pl e ted pur suant to that sc hed ul e, the Co nsu lt ant shall be deemed to be
in De fau lt of this Agree men t pur suant to Sec tio n 2 1 of this Ag reement. The Cit y, in it s
so le d isc reti on, ma y choose not to enforce th e Defa ult provisions of this Agreeme nt and
ma y in stead al low Co ns ult ant to co ntin ue per fo rming th e scope of se rv ices until s uch
se rvices are comple te."
1.2 Section 4 . Secti o n 4 of the Agreement is hereby amended as fo ll ows: The third sen ten ce
of Sec ti on 4, subparag rap h (a) of th e agree ment is a mended to read as follow s: ·'The total
co mpensation shall not exceed FIFTEEN THO U A D T llREE HU DRED FlFTY
E IG HT DOLL A RS AN D SIX TY fi VE CE NTS ($15 ,358.65), $5,119.55 paid eac h year
fo r three years , un less ad d iti onal compensa ti on is appro ved in writi ng by the City Co uncil
or C ity Manager:'
2. GENERAL PROVI S IONS .
2 .1 Rem ainder U n c h a n ged. Except as specifically modified and amended tn th is Fir st
Amend ment , the Agreeme nt remai ns in full force and c rf'cct and bi ndin g upon the parties.
2.2 Integ ration . This Firs t Amendment co nsis ts of pages I th roug h _ inclu s ive, which
constitute th e entire unders ta nd ing and agree ment of the parties and supe rsedes a ll nego ti ati ons or previou s
agreement s be twee n the pa rti es with re s pec t to a ll or an y pa rt of the transac ti on di scussed in th is Fir st
Amendment.
-2-
2.3 Effective Date. This First 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 Consultant.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective
terms and provisions. All defined terms utiliz ed in this First Amendment have the same meaning
as provided in the Agreement, unless expressly stated to the contrary in this First Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY :
THE CITY OF TEMPLE CITY
By ~-
Bryan Cook, City Manager
ATTEST: APPROVED AS TO FORM
Peggy o, 1ty Clerk Eri~
Date: April 21, 2015
B y: :::2~
N ame:_-=-J)e----'--'e£>""'-""'-'l__,CcQ~<--t{_....J_,_,} ;...u...l\ )..L---
Title: Ji;te&u71 Vk !I~ SecrcrAfU.j
RIV 114840-132 -2 571 v i -3-
ECS Imaging, In c .
5905 Brockton Ave. Su ite C
Riverside , CA 92506-2416
(951)-787 -8768
(951)-787 -0831 fax
Name/Address
City of Tem ple City
Adm in istrat ive Services Departmen t
970 I Las Tunas Dr ive
Temp le City, CA 9 1780
Due Date P .O. No .
Ship To
City o fTemp le City
Peggy Kuo
Terms
5/10/20 18 Annual Renewa l Net 30
Description
18-1 9 Annu al
LF Avante Serve r for SQL Express with Wo rldl ow LSAP
LF Avante Nam ed Full User with Snap shot and Emai l LSAP
LF Avante Web Access LSAP
LF Starter Publi c Portal LSAP (10 Retri eval Use rs)
Fujit s u li -7260 3 Year Warranty (SIN: a3 rd00 0558) Coverage:
04/12/2018 -04/11 /202 1
F ujitsu fi-7260 Warranty (SIN : a3 rd000558) Coverage :
04/12/202 1-06/1 1/2021 *Prorated 2 months@ $199/3 years•
-
ECS Priority Support consists of I 0 hours of on-line or on-si te
s upport time, unlimited phone support, and a 4 hour respo nse t ime,
beginning 05 /11 /2018 through 05 /10/2 019 . Additiona l on-lin e o r
on-si te s upport will be billed at yo ur current ho u rl y support rate .
Minimum on -site t ime is calculated at 2 hours. Support hours are
7:30am-5:00pm, Mond ay-Friday. ECS may allow planned after
hours support in rare circum st an ces. In th ese circumstances Priority
Support will be bill ed at double the hourly rare.
5% Loyalty Di scount
**Yo ur organ ization LSAP 's ex pire on 05 /1 0/20 18 -Lase rfi che
impo ses a I 0% reinstatement fee fo r each month of an ex pi red
LSAP -suppo rt may be effected if yo ur payment is not re ce ived in
our office at least 7 days prior to the expirati on date**
19-20 An nual
LF Avante Serve r for SQL Exp ress with Workfl ow LSAP
LF Avante Named Full User with Snapshot and Email LSAP
LF Avante Web Acce ss LSAP
Qty
LSAP= Lase rFi che Software Ass urance Pl an in cludes product upd ates and enhanceme nt s for
12 months.
Page 1
I
2
2
I
I
I
2
2
ATTACHMENT C
Estimate
Date Estima te#
4/I On Ot 8 11087
Rep
Lo ri
Rate
300.00
100.00
20 .00
3,000 .00
Subtota l
199.00
18.00
1,750.00
-269.45
0 .00
300.00
100.00
20.00
County
Los Ange les
Total
300.00
200 .00
40 .00
3,000 .00
199.00
18.00
1,750.00
-269 .4 5
0.00
300.00
200 .00
40.00
Sales Tax (8.75 %)
Total
ECS Ima gin g, In c.
5905 Brockton Ave. Suite C
Ri ve rs ide, CA 92506-241 6
(951)-787-8 768
(95 1)-787-08 3 1 fax
Nam e/Address
City of Temple City
Administrat ive Services Department
970 I Las Tunas Drive
Temple City, CA 9 1780
Due Date P.O. No.
Ship To
City ofTemple City
Peggy Kuo
Terms
5110/2018 Annual Renewal Net 30
Description
LF Starter Public Ponal LSAP (I 0 Retr ieval Users)
ECS Priority Support consists of I 0 hours of on-line or on-site
support time, unlimi ted phone su pport, and a 4 h our response time,
beginn ing 05 /11/20 19 through 05 /10/2020. Additional on-l ine o r
on-site support will be billed at your current hourly support rate.
Minimum on-site time is calculated at 2 hours. Support hours are
7:30am-5:00pm. Monday-Fr iday. ECS may allow planned after
hours support in rare circumstances. In these circumstances Priority
Support wi ll be billed at double the hourly rate .
5% Loyalty Discount
20-21 Annual
LF Avante Server fo r SQL Express with Workfl ow LSAP
LF Avante Named Full User with Snaps hot and Email LSAP
LF Avante Web Access LSAP
LF Starter Public Portal LSAP (I 0 Retrieval Users)
ECS Priority Support consists of I 0 hours of on-line or on-site
support t ime, unlimited phone support, and a 4 hour response time,
beginning 05/11 /2020 through 05110/2021. Additional on-line or
on-site support will be billed at your current hourly support rate.
Minimum o n-site time is calculated at 2 hours. Support hours are
7:30am-5:00pm, Monday-Frid ay. ECS may allow planned a ft er
hours support in rare circumstances. ln these circumstances Priority
Support will be billed at double the hourly rate.
5% Loyalty Discount
All Software, Licenses and Updates w ill be downloaded from the
Laserfiche website.
Qty
I
2
2
I
I
LSAP= LaserF iche Software A ssurance Pl an in c ludes product updates and enhancemen ts fo r
12 month s.
Page 2
Estimate
Date Estimate#
4/10120 18 11087
Rep
Lori
Rate
3,000.00
1,750.00
-269.45
300.00
100.00
20.00
3,000.00
1,7 50.00
-269.45
0.00
S ubtotal
County
Los Angeles
Total
3,000.00
1,750.00
-269.45
300.00
200.00
40.00
3.000.00
1,7 50.00
-269.45
0.00
$15,278.65
Sal es Tax (8 .7 5%) $0.00
Total $15,278.65