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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. -1- 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 -2- 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. -3- 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. -4- 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. -S- 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 _g_ 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 -7- 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. -8- 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 -9- 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. -10- 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. 11- 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 TTTLE( 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 S) ❑ PAxrNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER 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 ,.• / OnPk1 7 ,20/9'before me, t'.7 LKirRr�nersonally appeared r a/. i✓L�" �p personally lmown to me- OR - ❑ proved to me on the basis of satisfactory evidence to be the persons) whose `s names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in 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 my han d and official armtllilgJ - >tidu9 Ytg1nN ylnuc') gotelow1fl )S rS nql zsligxJ MmIIJ OPTIONAL Though the data below is not required by ]aw, it may prove valuable to persons retying on the document and could 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 rr 4Z lmaginglnc 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. 'ssk Name � �urat:on � Start _ ''.n:sh � Predttsszo il.1a: 2 3 1ld—rr._i-3 lir %_i5_ ] S IMI Lr l> i I SM�YV�� 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 ECSimaging.hx. 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.