HomeMy Public PortalAboutAgreement_2014-04-01_ECS Imaging Inc_Document Scanning ServicesPILL,1111611 110110 MCI M110-11AMMI
, �
THE CITY. OF TEMPLE CITY,
a municipal corporation
and
ECS Imaging, Inc.
April 1, 2014
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
ECS Imaging, Inc.
This Agreement for Consultant Services ("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, hie., a corporation ("Consultant"). City and Consultant 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. Consultant, 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 Consultant Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Consultant 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 considerafion of the mutual promises and covenants made by
the Part es 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 scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to
the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to
that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to
Section 21 of this Agreement. The City, in its sole discretion, may choose not to enforce the
Default provisions of this Agreement and may instead allow Consultant to continue performing
the scope of services until such services are complete.
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SECTION 2, 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. ADDITIONAL SERVICES.
Consultant 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. Consultant
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 ME TROD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant 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 Twenty Six Thousand and Five Hundred Sixty ($26,560), unless additional compensation
is approved in writing by the City Council or City Manager.
(b) Consultant 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 -consultant
contracts. Sub -consultant charges shall be detailed by the following categories: labor, travel,
materials, equipment and supplies. City shall independently review each invoice submitted by
the Consultant 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 Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty-five (45) days of receipt of Consultant's correct and undisputed invoice.
(d) Payment to Consultant for work performed pursuant to this Agreement shall not
be deemed to waive any defects in work performed by Consultant.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Consultant's
work under this Agreement,
either during performance or when completed. City shall reject or finally accept Consultant's
work within sixty (60) days after submitted to City. City shall reject work by a timely written
explanation, otherwise Consultant'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 Consultant's work by City shall
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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 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 by City without the permission of the
Consultant. Upon completion, expiration or termination of this Agreement, Consultant 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 Consultant in the course of
providing any services pursuant to this Agreement, Consultant's guarantees and warrants related
to Standard of Performance and found in Section 4 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. CONSULTANT'S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or
relating to Consultant's performance of services pursuant to this Agreement. Consultant 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
Consultant 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 Consultant's address indicated for receipt of notices in this
Agreement.
(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 Consultant'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
parry. Access to such documents and records shall be granted to City, as well as to its
successors -in -interest and authorized representatives.
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SECTION 8. STATUS OE CONSULTANT.
(a) Consultant is and shall at all times remain a wholly independent contractor and
not an officer, employee or agent of City. Consultant 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
Consultant shall at all times be under Consultant'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 Consultant or any of Consultant's officers, employees, or agents
except as set forth in this Agreement. Consultant shall not at any time or in any manner represent
that Consultant or any of Consultant's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Consultant , nor any of Consultant'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. Consultant expressly waives any claim Consultant may have to any such
rights.
SECTION 9. STANDARD OF PERFORMANCE.
Consultant 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. Consultant 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, Consultant shall employ, at a minimum, generally accepted
standards and practices utilized by persons engaged in providing services similar to those
required of Consultant 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 Consultant in the course of
providing any services pursuant to this Agreement, Consultant'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. COIMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Consultant 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. Consultant 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 Consultant to comply with this section.
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SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Consultant 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.
Consultant 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.
Consultant 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 Consultant 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, Consultant 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) Consultant 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 Consultant's performance of services under
this Agreement. Consultant 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. Consultant 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 Consultant is, as of the date of execution
of this Agreement, independently involved in the performance of non -related services for other
governmental agencies and private parties. Consultant 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 Consultant 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.
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SECTION 1 D CONFILMiNl I AL I114'FORkVIATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Consultant in performance of
this Agreement shall be considered confidential, unless such information is in the public domain
or already kriown to Consultant. Consultant 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) Consultant, 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 Consultant
gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant,
provides any information or work product in violation of this Agreement, then City shall have the
right to reimbursement and indemnity from Consultant for any damages, costs and fees,
including attorneys fees, caused by or incurred as a result of Consultant's conduct,
(d) Consultant shall promptly notify City should Consultant , 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 Consultant or be present at any
deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided by
Consultant. 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 Consultant's Services, to the fullest extent permitted by law,
Consultant 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 losses,
liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are
caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its
officers, agents, employees or sub-consuhants (or any entity or individual that Consultant shall
bear the legal liability thereof) 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, 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, 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
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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 which Consultant is legally liable, including but not
limited to officers, agents, employees or sub-contractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity Agreements with provisions identical to those set forth here in this section from each
and every sub-contractor or any other person or entity involved by, for, with or on behalf of
Consultant in the performance of this Agreement. In the event Consultant fails to obtain such
indemnity obligations from others as required here, Consultant 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 here is binding on the
successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or
this section.
(d) Limitation of Indemnification_ Notwithstanding any provision of this Section 16
[Indemnification] 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) 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.
Consultant 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. Consultant agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Consultant 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 Consultant under this Agreement. In
recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion
of this Agreement or the performance of any of Consultant'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
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entitling City to any and all remedies at law or in equity, including summary termination of this
Agreement. City acknowledges, however, that Consultant, in the performance of its duties
pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant'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 Consultant, hi the event such notice is given,
Consultant shall cease immediately all work in progress.
(b) Consultant may terminate this Agreement for cause at any time upon thirty (30)
days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this
Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property
belonging exclusively to City which is in Consultant's possession shall be returned to 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 final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 of this Agreement.
SECTION 21. DEFAULT.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default 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 be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant 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 Consultant 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 Consultant'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.
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SECTION 22, EXCUSABLE DELAYS.
Consultant 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 Consultant.
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 famished to Consultant 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 Consultant: ECS Imaging, Inc.
Attn: Debbi Bodewin, Senior Vice President
5905 Brockton Avenue, Ste. C
Riverside, CA 92506
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 [inited States
Postai Service.
SECTION 25, AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents and
warrants that he/she/they has/have the authority to so execute this Agreement and to bind
Consultant 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
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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. DINDING 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 Consultant 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 Consultant 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.
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 Consultant and City prior to the execution of this Agreement. No statements,
representations or other Agreements, whether oral or written, made by any parry 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.
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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 VG'ITNESS VPI3EREOF, the pazties hereto have execixted this Agreement on the date
and year first -above written.
ATTEST:
Peggy Kuo
City Clerk
By: 444
Eric tVaV
City AttorAe
By �-
lts:�
CITY OF TEMPLE CITY
Donald E. Penman
Interim City Manager
NOTE; CONSULTANT'S SIGNATURES SHALL BE DULY NOTARISED, ANp
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE
REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S
BUSINESS ENTITY.
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CALIFORNIAALL-PURPOSE ACK.NOWLEDGMFNT
STATE OF CALIFORNIA
COUNTY OF
On/OPRSL 4Rf7 before me, Lf A personally appeare, proved to me on
the basis of satisfactory evidence to be the personX whose namesX(Ysubscribed to the within instrument and
acknowledged to me thatdWe/94 executed the same inr/tom authorized capaci", and that by
"ht r/t>dir signatureW on the instrument the person(4, or the entity upon behalf of which the person�w) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of C fomia that the foregoing paragraph r
true and correct.
WITNESS my hand and official seal. { BRETT J. DRAPER *'-
�"�YltfnllRtBn aR�rt�yI
Notary Public - California i
Riverside County
Signature: My Comm, Ex Tres Jan 21, 2015 +
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachmern of this form
CAPACITX CLAIMED BY S[GNER
❑ INDIVIDUAL
❑ CORPORATE OFFICER
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DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERIS) OTHER THt1N NAMED ABOVE
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❑
PAxrNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
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TRUSTEE(S)
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GUARDIAN/CONSERVATOR
❑
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SIGNER IS REPRESENTING:
(NAME
OF PERSON(S) ORENTITY(IES))
RIV ttg838-6958-3880 vl
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERIS) OTHER THt1N NAMED ABOVE
CALIFORNIA ALL-PURP08E ACKNOWLEDGMENT
STATE OP CALIFORNIA
COUNTY OF ,.• /
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t his/her/their authorized capacity(ies), and that by his(herhheir
BRETT J, DRAPER signature(s) on the instrument the person(s), or the entity upon
Commission • 1919771 behalf of which the person(s) acted, executed the instrument.
< Notary Public - California 21
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prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑ IlVDIVIDLJAL
❑ CORPORATE OFFICER
TITLES)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(Sj OR ENTITY(lES))
RIV p4838.6958-3880 vl
bESCRIPTION OF ATTACHED DOCUMENT
TITLE.OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUNIENT
SIGNER{S) OTHER THAN NAMED ABOVE
20511111 A
PLIJ 6 ONKIMMI al VATA
Scanning Services
ECS currently has two scanning bureaus —One in Concord, serving Northern California, and another at
its headquarters In Riverside, CA. Both of these operations can perform paper scanning as well as
scanning of various Microforms. The benefit that this has for our clients Is that we can scan any back -file
documents and have them loaded on to the City's Laserfiche server, making them immediately
accessible without the need for additional conversion or indexing. Pricing and throughput time for
scanning services will depend on number of documents, indexing criteria, condition of originals, image
enhancement and quality control requirements.
1. PICK UP AND DELIVERY
ECS will pick up documents with our full time employees only, maintaining a protected chain of custody
at all times. Documents will be picked up on a scheduled basis. Each set of boxes will be given a unique
"job number" that will assist ECS with project tracking, turnaround times, production process
management, quality control and inventory of records throughout the entire project.
Documents are transported in standard size banker's boxes. Each box will be counted and inventoried at
the time of pick up. The driver will have a pick up order clearly identifying the "job number", date of
pick up, type of records, and number of boxes (i.e. 35 boxes # 1-35). City staff will sign and verify the
number of boxes being picked up and a copy will be left.
Upon Completion of that job (batch) ECS will contact the City representative and schedule the return
delivery. A Delivery sheet forthat "Job number" will accompany the return delivery of the boxes and the
completed images. City representative will sign and verify the return of the documents and the
completed images.
2. TURNAROUND TIME FOR DOCUMENT RETURN AND DIGITAL FILE DELIVERY
Logically, every client's needs are different. Therefore every ECS scanning project is uniquely customized
to meet specific client requirements. Our experienced staff will assist the City and provide guidance
throughout the development of the scanning criteria. In the end, client involvement and input in
conjunction with the expertise of the ECS scanning staff will yield a successful scanning project.
Turnaround times will be determined based on the number of boxes picked up and the quantity and
condition of the documents to be scanned. ECS will accommodate the pickup and delivery scheduled as
determined by the City.
Below is the general processes performed on each batch of scanning. Modifications to our processes are
made as needed to further ensure the overall quality of each scanning project. Client contact and
interaction will affect the outcome.
3. DOCUMENT TRACKING
Document tracking begins with the customer. The better the files are prepared for pick-up, the better
we can track and verify throughout the process. A comprehensive inventory of the flies to be picked up
should be provided whenever possible. Inventory verification information should be referenced on the
outer face of all boxes to allow forverification at time of pick-up. Based on the provided information we
will document which files (typically referenced in ranges) have been provided. The provided inventory of
files will be used for Quality Assurance purposes throughout the scanning process. The final verification
of files will be conducted prior to delivery after all other processes are completed.
Silmaginginc Page. 24
4W DIGITAL CONTENT TRACKING
The digital content is created via Laserfiche scanning software and is housed directly onto a server
designated to our scanning customers. Each separate scanning project will be processed in a separate
repository specifically created to suit the unique needs of the project. Each box will be processed as a
separate unit (see processing steps below). All processing will be conducted at "box level' until the final
formatting is conducted by the scan supervisor. Each box will be tagged upon arrival. The tag will
provide a single location to track the processes listed below
• Each box will be prepped and the tag will be signed off by that operator
• Each box will be scanned and the tag will be signed off by that operator
• Laserfiche will retain the "created by" information to track who scanned the box
• Each box will be indexed and the tag will be signed off by that operator
• Laserfiche will retain the "last modified by" information to track who indexed the box
The indexed data for each box will be verified by a second operator and the tag will be signed off by that
operator. If any corrections are made to a document, the "last modified by" will be changed to track
who last edited the file. The indexed data and document structure for each box will be further verified
by the scan supervisor before the box is considered "validated". Validated boxes are physically
segregated from the In -process boxes. Images for the validated boxes are segregated within the
repository. Data properties (number of documents, number of images, and data size) are recorded and
tracked throughoutthe scanning process.
5. INDEXING PROCEDURES
Indexing requirements are unique to each scanning project. Customers are encouraged to be heavily
involved In the development of indexing criteria. The index process will include capture of unique
document details via the OCR (Optical Character Recognition) process that will allow search and retrieval
within the Laserfiche document imaging system retrieval software. Second pass Image quality control
and job specifications verification is done atthis time.
• Qufckfields/auto-population is strongly recommended*
• Identify a key piece of information known as a Unique Identifier. This will be the only manually
entered data we enter Into your template
• Provide an excel file that will tie the Unique Identifier to other desired field data. This file will be
used to auto -populate the fields you wish to have indexed.
• The scanning supervisor will conduct the auto -population and verify accuracy
*Usingthis processing technique we can eliminate many common data entry
errors.
Paper based documents will be imaged and captured as TIFF Images at 200-300 dpi, named and indexed
according to the document naming conventions determined by the City. Manual indexing is limited to
what is available on the scanned images of any given document.
6. NAMING CONVENTION
Naming conventions are specified by the customer and vary based on customer needs. We recommend
that Quickfields be used to auto -populate the template fields and to name the documents. A
document's field data will comprise the document name and will create a standardized format for the
naming convention. The scan supervisor will ensure the final product meets the needs specified by the
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requirements of the RFP. Any documents) that does not fit the specified criteria will be addressed with
the City staff; any variations to the criteria must be specified in advance.
7. OUTPUTTO DELIVERY METHOD
The scanned and indexed images are verified for burn to delivery media. The media attendant will verify
image quality and index integrity via spot checking throughout the job (batch). The burned media will be
tested for functionality and labeled as specified prior to delivery. This is our final pass for Image Quality
Control, The City can choose to have the scanned and indexed images delivered via hard drive, Disc, or
Laserfiche Plus which includes a search engine for document retrieval.
Individualizing task segments allows us to physically review the image quality in 3 separate passes while
maintaining projected production speeds. This is the most efficient means of minimising production
errors without the high cost of "Page by Page Individual Review",
ELMS Implementation (Project Management
Solution Description
As a project based firm, ECS Imaging, Inc. understands that our reputation is based on the impression
we leave with our clients at the end of each project engagement. We place a great deal of emphasis on
our project plan and implementation methodology behind that plan. As we have found it to be
beneficial in ensuring that all of your expectations are met and exceeded throughout the
implementation process.
One of the major advantages of Laserfiche as an ECM solution is how quick it can be deployed. The
majority of Laserfiche systems are installed within a matter of days, rather than weeks, months, or
years. To enable a controlled, effective and timely implementation we would recommend a phased
approach. This is a successful technique that we have used in many previous implementations. The
following outlines the ECS methodology for implementation and is based on PMBOK guidelines
published by the Project Management Institute,
Project Management Methodology
step I: Requirements Analysis - Gather and Confirm All Requirements for a Successful Implementation
Performing a thorough requirements analysis is a critical first step to successfully completing a project
on time and within budget. The requirements analysis Involves a re-examination of the documents that
will be captured, the processes that will be automated and the way people will use and interact with the
documents once they have been digitized. During the requirements analysis, important design factors
such as security, access and retention requirements will be examined and documented.
Step 2: Planning— Define the Formal Work Plan, Checkpoints and Milestones for the Project
The formal work plan will serve as the master schedule by which progress is measured. The work plan
will include all project -related tasks, as well as all required resources. The published work plan will also
be used to track all project -related activities and generate scheduled and ad hoc progress reports. No
work on the project will begin until a mutually -accepted work plan has been developed.
ELJlmagingllx page. zs
Step 3: Design —Design Every Aspect of the System in a Design Specification Document
Design is usually the first milestone of the project plan and is always documented in detail. System
specifications will be developed to meet the needs outlined in the requirements analysis. These
specifications will be submitted for approval before the build process begins.
Step 4: Build —Build the Application According to the Design Specification
The system should be built accordingtothe approved specifications. Any changes that need to be made
should be made to the specification and agreed upon before they are implemented.
Step 5: Test — Yest the Application for Functionality, Performance and Design, According to the
Specification
Before the solution is rolled out, comprehensive testing should be done. It's important to identify issues
through testing so that productivity is not hindered once the system goes live.
Step 6: Revise— Revise the Application per Testing Results and Conform to Design Specification
Based on test results, there may be functional or performance issues that require modifications to
hardware or software components to address. System modifications should require the approval of an
appended specification before they are made..
Step 7: Rollout —Launch the Application, Supported with Communication, Yraining and Service
The system should be rolled out based on a defined plan. All rollout activities, such as pilot testing,
change management activities and training should be coordlnated to ensure a smooth transition to the
new system.
Project Timeline
After the specific scope of work is defined, we will provide a detailed timeline for the project. We are
flexible in regards to the start time of the project; including consulting, installation, configuration, and
training of all users.
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taserfithe Implementation QKL
l day Man 411/13 Mon i
Notification of Award Odays Mon4/1113 Mon4/1/13 411
Signed Purchase Order
Order Software
Project management
Install and Configure Base
Laserfiche System
Install and Configure QUIck
Fields
--
l
- -
�
o days
Mon4/1/13
Mon 4(1/13 2
4/1
6 days
Mon 4/1/13
Mon4/1/13 3
9/3
1day
Mon 4/1/13
Mono/1/3 4
I day
Tue4/2/13
Tue4 13 5
2 days
Integrate with Existing 2days
Software
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Wed4(3(13 Thu4 13 6
Fn4/5/23 Mon 813 7
Training
3 days Tue 4/4/13 Thu411 i3
Sample Timeline
Roles and Responsibliitles
Lori Welz Account
s
Make recommendations for businessprocess improvements
Manager
a
Finalize contract negotiations andcommitment of ECS Imaging, Inc to
Project
•
Monitor Project Manager accountabilities
s
Monitor Technical Manager accountabilities
Maintain active relationship with Project Sponsor
Shelby Project Manager
s
Make recommendations for business process improvements
Chung
s
Provide progress updates
s
Provide structured Implementation methodology
•
Analyze current methods and map to desired outcome
•
Identify gaps between desired outcome and standard software
capabilities
s
Communicate process changes that are required to implement the
solution
s
Prepare & coordinate solution deployment
Chad Technical
s
Make recommendations for business process Improvements
Rodriguez Manager
s
Responsible for delegating configuration and setup according to
requirements and analysis (technician to be determined based on
project scope)
s
Drive systems testing; resolve. nonconforrrance's
Participate in User Acceptance Testing; resolve nonconformance's
s
Coordinate development of custom documentation to be provided to
client
)ami Shore Office Manager
s
Coordinate the availability of staff to meet requirements of Project
Plan
a
communicate and confirm scheduled times with the client and ECS
staff
Anjy Divine Trainer
s
Develop User Training Documentation for:
o Laserfiche Client
o Laserfiche Administration
o Any custom processes or products
Technicians/ Technical
Consultation and recommendations with client
Trainers Associates
s
Configuration and setup of system
•
Onsite and Remote Technical Support
Onsite Training
Communication Plan
We must assure
open and timely communication for the organization by providing appropriate
information to the people who need it, when they need it. By embracing the organization -wide
commitment to this project, each individual must do his or her part to ensure its success. Therefore, all
individuals must understand their role and the specific activities for which they are responsible.
This plan provides a framework
for informing, involving, and obtaining buy -in from all participants
throughout the duration of the project.
GC
Jlmaginglnc Page. 28
EXHIBIT "B"
COMPENSATION
SCANNING YRICING
Cost for scanning: B&W Letter or legal sized documents per page .07
Cost for scanning: Color Letter or legal sized documents per page
dog
Cost for scanning: B&W a -sized documents per sheet
1.10
Cost for scanning: Color a -sized documents per sheet
SSO
Cost of Naming a Document - with a 10 -character document name
Included
Cost of Indexing when all field data is provided by the City in Excel
0.0
Cost of Indexing per hour
(no data provided by the Ci)
Included in pricing
Cost of indexing per list field (selection of a drop down list — no data provided
2Index Fields
by the City)
included
Cost of Indexing a date field
Vol
Cost of Indexing a 10 -character indexing
field
01
Cost to Quality Check images—Option 1(during scan): Quality checking must be
Included in per page
performed by humans. All images must be quality checked as they are scanned,
cost
and must contain all significant details from the original and must be an
adequate substitute for the original document for all purposes for which the
document was created or maintained
Cost to Quality Check images — Option 2 (after scan & index, by a different
.005 per image
employee): Quality checking must be performed by humans. All images must be
quality checked afterthe scanning and indexing by a different employee, and
must contain all significant details from the original and must be an adequate
substitute for the original document for all purposes for which the document
was created or maintained
Cost to Quality Check indexing (must be performed by humans)
.005 per document
Fee for OCR of documents If any
Included in per page
cost
Pickup fee, if any, and constraints (e.g., maximum number of boxes, etc.) Only
one pickup fee shall be allowed per trip / location (the vendor may be asked to
pick up records from several departments, and only one pickup fee shall apply)
$150.00135 boxes
Delivery fee, if any. Only one delivery fee shall be allowed per trip / location
Included in Pickup
(the vendor may be asked to deliver records from several departments, and
Fee
only one delivery fee shall apply)
Disclose any fuel surcharge, if any
N/A
Provide list of any fuel surcharges you have implemented aver the
past two years
N/A
Disclose all Document Preparation and Reassembling Charges, including your
$25.00 per hour
hourly fee
Charge for each DVD -R if any
$50.00 per set
(Includes 1 Viewer
and 1 Data Disc)
Disclose any otherfees or charges not already listed
(setup, etc.)
Setup included
Disclose physical location that scanning and indexing would take place
5905 Brockton Ave.
Riverside,CA 92506
�Jknac�inginc Page. 23
EXIi[BIT "C"
INSURANCE
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 injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by Consultant, its agents,
representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than ANIL Consultant shall provide the following scope and limits of
insurance:
Minimum Scoae of Insurance. Coverage shall be at least as broad. as:
(1) Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed. 1187)
covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or
equivalent forms subject to the written approval of the City.
(3) Workers' Compensation insurance as required by the Labor Code
of State of California and Employer's Liability insurance and covering all persons providing
services on behalf of the Consultant and all risks to such persons under this Agreement.
(4) Professional liability insurance appropriate to the Consultant's
profession. This coverage may be written on a "claims made" basis,
for contractual liability. The professional liability insurance required by this Agreement must be
endorsed to be applicable to claims based upon, arising out of or related to services performed
under this Agreement. The insurance must be maintained for at least 3 consecutive years
following the completion of Consultant's services or the termination of this Agreement, During
this additional 3 -year period, Consultant shall annually and upon request 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 Liability: $1,000,000 general aggregate for bodily injury,
personal injury and property damage.
(2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage. A combined single limit policy with aggregate limits in an amount of not
less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth
above.
(3) Workers' Compensation and Employer's Liability: Workers'
Compensation as required by the Labor Code of the State of California and Employers Liability
limits of not less than $1,000,000 per accident.
(4) Professional Liability: $1,000,000 per occurrence.
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. 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 Consultant performs; products and completed operations of Consultant;
premises owned, occupied or used by Consultant ; or automobiles owned, leased, hired or
borrowed by Consultant. 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) Consultant's insurance coverage shall be primary insurance with
respect to City, and its respective elected and appointed, its officers, officials, employees and
volunteers. Any insurance or self insurance maintained by City, and its respective elected and
appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute
with, Consultant's insurance.
(3) Consultant'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.
(4) Any failure to comply with the reporting or other provisions of the
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 and Employer's Liability 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 Consultant.
C. Other Requ cements. Consultant agrees to deposit with City, at or before the
effective date of this contract, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City Attorney may require that
Consultant furnish City with copies of original endorsements effecting coverage required by this
Section. 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. Consultant shall :Furnish certificates and endorsements from each
subcontractor identical to those Consultant provides.
2. Any deducflbies or self-insured reteniions 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 Consultant 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 roti be
construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions
and requirements of this Agreement.