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HomeMy WebLinkAboutItem 4.8 - 3010 ECS Amendment for Scanning Services Page 1 of 2 STAFF REPORT CITY COUNCIL DATE: December 17, 2019 TO: Honorable Mayor and City Councilmembers FROM: Christopher L. Foss, City Manager SUBJECT: Amendment to the Agreement with ECS Imaging, Inc. for Imaging and Scanning Services Related to City Records Prepared by: Caroline P. Soto, City Clerk/Records Manager EXECUTIVE SUMMARY: The City Council will consider an amendment to the agreement with ECS Imaging, Inc. for imaging and scanning services related to City records. STAFF RECOMMENDATION: Adopt the Resolution Approving an Amendment to the Agreement with ECS Imaging, Inc. for Imaging and Scanning Services Related to City Records. FINANCIAL IMPACT: Sufficient funds have been budgeted for Fiscal Year 2019 -20 and appropriate funds will be allocated in Fiscal Year 2020-21. DESCRIPTION: The City Manager approved an agreement with ECS Imaging, Inc. for imaging and scanning services related to City records on November 30, 2018. The current agreement (Attachment 3) will expire on December 31, 2019 and has a not-to-exceed amount of $30,000. The proposed amendment to the agreement (Attachment 2) will extend the term of the agreement through June 30, 2021 and increase the compensation to a not-to-exceed amount of $100,000. ECS has provided scanning and imaging services that are compatible with the City’s records management system (RMS), Laserfiche. Previous solicitation of bids produced additional vendors but when Staff sent sample boxes of records for scanning and imaging services, the vendors were unable to produce usable images to incorporate into the City’s RMS. Page 2 of 2 STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving an Amendment fo the Agreement with ECS Imaging, Inc. f or Scanning and Imaging Services Related to City Records 2. Exhibit A to the Resolution 3. Agreement with ECS Imaging, Inc. Reso No. XX-19, Item X.X, Adopted 12/17/19 Page 1 of 1 RESOLUTION NO. XX - 19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * * * APPROVING AN AMENDMENT TO THE AGREEMENT WITH ECS IMAGING, INC. FOR SCANNING AND IMAGING SERVICES RELATED TO CITY RECORDS WHEREAS, on November 30, 2018 the City Manager approved an Agreement for scanning and imaging services related to City records with ECS Imaging, Inc.; and WHEREAS, the City wishes to extend the term of the Agreement for an additional 18 months until June 30, 2021, and increase the compensation to a not-to-exceed amount of $100,000; and WHEREAS, Consultant will maintain the rate schedule previously approved on November 30, 2018. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin approves the amendment to the Agreement with ECS Imaging, Inc., for an additional scanning and imaging services in the amount of $100,000, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized and directed to execute the amendment and such other documents, and to take such other and further action, as necessary and appropriate to carry out the Intent of this Resolution. PASSED, APPROVED AND ADOPTED this 17th day of December, 2019, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk Ex A to Reso No. XX-19 , Adopted XX/XX/19 1 of 4 FIRST AMENDMENT TO CONTRACTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ECS IMAGING, INC. WHEREAS, on January 1, 2019, the City of Dublin (hereinafter referred to as "CITY") and ECS Imaging, Inc. (hereinafter referred to as "CONTRACTOR ") entered into a Contracting Services Agreement for imaging and scanning services related to City records (hereinafter referred to as the “AGREEMENT”); and WHEREAS, the existing AGREEMENT is set to expire on December 31, 2019; and WHEREAS, the existing AGREEMENT has a not-to-exceed amount of $30,000; and WHEREAS, the CITY and CONTRACTOR now wish to amend the Agreement to extend the term to expire on June 30, 2021, increase compensation due to the increased scope of services, and modify section 7.5 of the Agreement. NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the AGREEMENT is amended as follows: 1) Section 1.1. shall be rescinded in its entirety and replaced with the following: Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2021, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. Notwithstanding the foregoing this Agreement may be extended to on a month-to-month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that; a) sufficient funds have been appropriated for such purpose, and b) th e price charged by the Contractor for the provision of the services described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement, as provided for in Section 8. 2) Section 7.5 shall be rescinded in its entirety and replaced with the following: Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, Ex A to Reso No. XX-19 , Adopted XX/XX/19 2 of 4 subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 3) Paragraph 9.11 Integration shall be rescinded in its entirety and replaced with the following: 9.11 Integration. This Agreement, including Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 4) Except to the extent inconsistent with this First Amendment, the Parties ratify and confirm all of the terms and conditions of the AGREEMENT. 5) All requisite insurance policies to be maintained by the Consultant pursuant to the Agreement, as may have been amended from time to time, shall include coverage for the amended term, as described above. 6) The individuals executing this Amendment and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Amendment. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date and year first above written. CITY OF DUBLIN Dated: ___________ __ By: ________________________________ Christopher L. Foss, City Manager ATTEST: By: Caroline Soto, City Clerk ECS IMAGING, INC. Dated: By: _____________________________ Pete Herschelman, V.P. Sales Ex A to Reso No. XX-19 , Adopted XX/XX/19 3 of 4 EXHIBIT A SCOPE OF SERVICES AND COMPENSATION SCHEDULE Ex A to Reso No. XX-19 , Adopted XX/XX/19 4 of 4 CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ECS IMAGING, INC. THIS AGREEMENT for contract services is made by and between the City of Dublin (y") and ECS Imaging, Inc. ("Contractor") as of January 1, 2019. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on December 31, 2019, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month4o-month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that, a) sufficient funds have been appropriated for such purpose, and b) the price charged by the Contractor for the provision of the services described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Pertormance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as maybe reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Contractor's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $30,000, notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's costs of providing the services required hereunder, including salaries and benefits of Page 1 of 11 employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement, 2.1 Invoices. Contractor shall submit invoices per shipment of documents to be scanned, -during the term of this Agreement, based L on the cost for services incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: ■ Number of pages scanned, by size, and color ■ Prep charge per hour ■ Indexing fee per hour ■ Any other costs associated with scanning, indexing, and prepping. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit A. 2.5 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.6 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.7 Authorization to Perform Services, The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably neIt ssary for Contractor's use while consulting with City employees and reviewing records and the information in Page 2 of 11 possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreements or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. The additional insured coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self. insurance and shall be at least as broad as CG 20 01 0412. In the event Contractor fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer s Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Contractor may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. Page 3 of 11 4.2 Commercial General and Automobile Liability Insurance, 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non - owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor, products and completed operations of Contractor; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. Page 4 of 11 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VIL Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with certificates of insurance and with, original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later, 4.4.3 Subcontractors. Contractor agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub -subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City, 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected, 4.4.5 Deductibles and Self -Insured Retentions. All self -insured retentions (SIR) and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self -insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement maybe satisfied by.a combination of primary and umbrella or excess insurance, Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contractor's earliest possible opportunity and in no case later than five days after Contractor is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor's breach; Page 5 of 11 ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. To the maximum extent allowed by law, Contractor shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Contractor or its employees, subcontractors or agents. Contractor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Contractor shall, at its expense, satisfy and discharge the same. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California. Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Contractor/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed bylaw. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall bean independent contractor and shall not be an employee of City. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Contractor No Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor Page6of11 shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. Page 7 of 11 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting; City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator, 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. 8.6 ,Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following; 8.6.1 Immediately terminate the Agreement; . 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. MISCELLANEOUS PROVISIONS, 9.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 9.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 9.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in Page8of11 full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 9.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 9.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 9.6 Use of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 9.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Contractor in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 etseq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve. (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin � be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html, 9.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 9.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 9.10 Notices. Any written notice to Consultant shall be sent to: ECS Imaging, Inc. Att: Pete Herschelman, V.P Sales 5905 Brockton, Avenue, Suite C Riverside, CA 92506 Page 9 of 11 Any written notice to City shall be sent to: The City of Dublin Attn: Caroline P. Soto, City Clerk/Records Manager 100 Civic Plaza Dublin, CA 94568 9.11 Integration. This Agreement, including the Scope of Services and Compensation Schedule attached hereto and incorporated herein as Exhibits A, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Page 10 of 11 IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on the WH ay of Aloyoy b , 20Lr CITY OF Attest: erk Caroline Soto, City Cl Approved as to Form: Jot���akker, City Attorney ECS IMAGING, INC. P Z cte( -- Pete Herschelman, V.P. Sales Page 11 of 11 EXHIBIT A SCOPE OF SERVICES AND COMPENSATION SCHEDULE Quotation For Name: Walfred Sola: Company: City of Dublin Phone: E-mail: of Product and Services services Services ECSS-REG-B&W ECS Black &White Document Scanning Services up to 11" x 17" size $ ECSS-REG-COLOR ECS Color Document Scanning Services up to 11" x 17" size $ ECSS-PREP ECS Prep Charge Per Hour $ ECSS-ESIZE-B&W ECS Black & White Map Scanning Services up to esize $ ECSS-OS-COLOR ECS Color Map Scanning Services over a -size up to 48"W x 30% $ ECSS-INDEX ECS Indexing Fee Per Hour $ ECSS-PREP ECS Prep Charge Per Hour $ �uv�c a yNa. wr�.cuuuu� Info 10/12/2017 :Number. 101217 Through 12/30/2018 s: net 15 nt Manager. Pete H 925 586 7549 0.10 0.15 30.00 30.00 Scanning Subtotal $ - Special Terms Prep &indexing hours will be "as needed". If prep is done by client no charges will be required. If index is supplied via digital upload or spreadsheet, no Tax Rate Software Only (Download Only) Terms & Conditions: o Payment Terms: Net 20 after each batch returned. o Laserfiche Tiffs In portable volumes to be attached. to your Laserflche system o ECS will train customer on how to load data onto LF Server during first delivery, if needed o Consulting of folder template and volume set ups Included in project set up fee o Items will be placed back Into original carrier (folder, sleeve, etc.) o Items will be delivered free of charge after being scanned o Items are scanned in order received. Any additional requests are subject to a charge o Scanning in Tiff images is 200-300dpi depending on need o Paper/Plans: Indexing Included is 2 fields, up to 20 characters and Unique Document Name up to 20 characters each o Microfiche: Indexing Included is the name on the Sleeve o Microfilm: Indexing Included Is the name on the Cartridge o Images that have been fiched/filmed reverse have additional Charge o All prices listed above are for estimating purposes only. Actual prices may vary o Anv unload fee Is for SGa oer volume maximum Box Type Box Count Image Count Total Images Total Image Count btotal Tax $ Total $ - ty Hour o Plck up /Delivery charges (pricing varies, based on location and quanti o Change orders afterflles have been returned are subject to restructuring/reindexingfee o OCRing can be done during scan process at no charge. Any verification time Is $30.00 Per o DVD Set =1 Data DVD, 1 Plus Viewer DVD - Plus DVD has retrieval engine on DVD. Regular size documents fit approximately 90,000 images o CD Set =1 Data CD, 1 Plus Viewer CO - Plus CD has retrieval engine on Co. Regular size rolls fitapproximately 10,000Images o Boxes may be destroyed at the customer's request at a cost of $16.00 a box. A Destruction Certificate will be provided o While documents are at ECS, we can provide an electronic copy for up to 4 per batch at no charge. Additional special handling requests are subject to charge of $30/per hour o IMPORTANT: Once the Imaged data has been delivered you will have 90 days to review all Images. After 90 days all original documents will be destroyed or a storage box fee will apply Product Description Manufacturer Number Price Click Here to Delete Row ECS Project Consulting, Project Management and Setup ECSS-PROJECT 500.00 ECS Black & White Document Scanning Services up to 11" x 17" size ECSS-REG-B&W 0.12 ECS Black & White Map Scanning Services up to esize ECSS-ESIZE-B&W 1.35 ECS Color Document Scanning Services up to 11" x 17" size ECSS-REG-COLOR 0.14 ECS Color Map Scanning Services up to a -size ECSS-ESIZE-COLOR 1.85 ECS Grayscale Map Scanning Services up to a -size ECS&ESIZ&GRAYSCALI 1.85 ECS Grayscale Document Scanning Services up to 11" x 17" size ECSS-REG-GRAYSCALE 0.14 ECS Indexing Fee Per Hour ECSS-INDEX 50.00 ECS Prep Charge Per Hour ECSS-PREP 50.00 ECS DVD - 1 Data DVD ECSS-DVD 65.00 ECS DVD Set - 1 Data DVD & 1 Plus Viewer DVD ECSS-DVD&PLUS 100.00 ECS Portable Drive Transfer Fee - Per Batch ECSS-HD 50.00 ECS Upload Fee - Per Volume ECSS-UPLOAD 50.00 ECS Pick Up Fee ECSS-PICKUP 200.00 ECS Conversion Services for Microfiche Setup Fee ECS&MICROFICH&SETI 200.00 ECS Conversion Services for Microfilm Setup Fee ECS&MlCROFlLWSETUl 200.00 ECS Conversion Services for Microfilm Roll 16mm/35mm per roll ECSS-MICROFILM-ROLL 60.00 ECS Conversion Services for 16mm Microfiche images ECSS-16MM-FICHE 0.12 ECS Conversion Services for 16mm Microfilm images ECSS-16MM-FILM 0.03 ECS Conversion Services for 35mm Microfiche images ECSS-35MM-FICHE 0.45 ECS Conversion Services for 35mm Microfilm images ECSS-35MM-FILM 0.17 ECS Conversion Services for Computer Output to Microfiche (COM) ECSS-COM 0.06 ECS Conversion Services for Aperture Card Setup Fee ECSS-AP-SETUP 200.00 ECS Conversion Services for Aperture Card images ECSS-AP 0.45 ECS Black & White Map Scanning Services over a -size Set up Fee ECSS-OS-SETUP 200.00 ECS Black & White Map Scanning Services over a -size up to 48"W x 30' ECSS-OS 2.00 ECS Color Map Scanning Services over a -size up to 48"W x 30"L ECSS-OS-COLOR 2.00 ECS Grayscale Map Scanning Services over a -size up to 48"W x 30"L ECSS-OS-GRAYSCALE 1 2.00