HomeMy WebLinkAboutContracts & Agreements_160-2018 TAPS-2 1 (6/28/18)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of Laserfiche document scanning services
('Agreement") is made and entered in this 4th day of September, 2018 ("Effective Date"), by
and between the City of Redlands, a municipal corporation ("City)" and File Keepers, LLC
("Contractor") City and Contractor are sometimes individually referred to herein as a "Party"
and, together, as "Parties " In consideration of the mutual promises contained herein, City and
Contractor agree as follows
ARTICLE 1 —ENGAGEMENT OF CONTRACTOR
1 1 City hereby engages Contractoi to perform Laserfiche document scanning services for
City(the "Services")
12 The Services shall be performed by Contractoi in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services
ARTICLE 2— SERVICES OF CONTRACTOR
21 The Services that Contractoi shall perform are more particularly described in Exhibit
'A," entitled Scope of Services," which is attached hereto and incorporated herein by
reference
22 Contractoi shall comply with applicable federal, state and local laws and regulations in
the performance of thus agreement including, but not limited to, State prevailing wage
laws
ARTICLE 3—RESPONSIBILITIES OF CITY
3 1 City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services
32 City designates Danielle Garcia, Management Services/Finance Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services
ARTICLE 4—PERFORMANCE OF SERVICES
41 Contractor shall perform and complete the Services in a prompt and diligent manner and
on a trine and materials basis for the duration of the Initial Term
42 The Term of this Agreement shall be foi a period of one (1) ycai from the Effective Date
of this Agreement(the "Initial Term") The City shall have the option to extend the Initial
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Terre of this Agreement by two (2) one-year additional terms (each, an "Extended
Term"), on the same terms and conditions, by providing written notice to Contractor at
least thirty (30) days prior to the expiration of the Initial Tenn of any Extended Tenn
The Initial Term and the Extended Terms are hereby collectively, referred to herein as the
"Term" of this Agreement
43 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same It shall be the obligation of Contractor to
obtain a copy of such policy from City Staff
ARTICLE 5—PAYMENTS TO CONTRACTOR
5 1 The annual compensation foi Contractor's performance of the Services shall not exceed
the amount of one hundred thousand dollars ($100,000) for a period of one year after the
Effective Date, nor the amount of two hundred and fifty thousand dollars ($250,000)
during the Term of this Agreement City shall pay Contractor on a time and materials
basis up to the not to exceed amount in accordance with Exhibit "B" entitled "Fee
Schedule" attached hereto and incorporated herein by reference
52 Contractor shall submit monthly invoices to City describing the Services performed
during the preceding month Contractor's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the project City
shall pay Contractor no later than thirty (30) days after receipt and approval by City of
Contractor's invoice
5 3 Any notice or other communication required, of which may be given, pursuant to this
Agreement, shall be in writing Any such notice shall be deemed delivered (1) on the date
of delivery in person, (n) five (5) days after deposit in first class registered marl, with
return receipt requested, (in) on the actual delivery date if deposited with an overnight
courier, of (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express marl, in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section
City Contractor
City Clerk Tom McGovern, President
City of Redlands File Keepers, LLC
35 Cajon Street 6277 E Slauson Ave Los Angeles,CA 90040
P O Box 3005 (marling) tinegoveln@filekeepers com
Redlands, CA 92373 (323)889-6525
jdonadlson@cityofredlands org
(909) 798-7531
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ARTICLE 6—INSURANCE AND INDEMNIFICATION
61 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services Contractor shall not
perform any Services unless and until the required insurance listed below is obtained by
Contractor Contractor shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services Insurance policies
shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self-insured of exempt from the workers' compensation laws
of the State of California Contractor shall execute and provide City with Exhibit`D"
entitled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference prior to performance of the Services
B Comprehensive General Liability insurance with carriers acceptable to City in the
mmunum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability, property damage and
personal injury is required City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) pet occurrence, combined single limit bodily injury liability and
property damage liability This coverage shall include all Contractor owned vehicles
used in connection with Contractor's provision of the Services, hired and non-owned
vehicles, and employee non-ownership vehicles City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
62 Contractor shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses of liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Contractor, of its
officers, employees and agents in performing the Services
ARTICLE 7—CONFLICTS OF INTEREST
71 Contractor covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement of any other source of
income, interest in real property or investment that would be affected in any manner of
degree by the performance of Contractor's Services Contractor further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement
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72 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor
A Does not make a governmental decision whether to
(1) approve a rate, rule or regulation, or adopt or enforce a City law,
(n) issue, deny, suspend of revoke any City permit, license, application,
certification, approval, order of similar authorization or entitlement,
(ni) authorize the City to enter into, modify or renew a contract,
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract,
(v) giant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant City approval of, policies, standards of guidelines for City
of foi any subdivision thereof
B Does not serve in a staff capacity with City and, in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Goverment Code section
87302
73 In the event City officially determines that Contractor must disclose its financial interests,
Contractoi shall complete and file a Faii Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk
ARTICLE 8—GENERAL CONSIDERATIONS
8 1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Parry
82 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terns and conditions of this Agreement Any
assignment of attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement
83 Contractor is foi all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City not of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth Contractoi shall supply all necessary tools and instrumentalities required to
perform the Services Assigned personnel employed by Contractor are for its account
only, and in no event shall Contractor of personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City Contractor
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shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nom shall Contractor have any authority, express or implied, to
bind City to any obligation
84 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate if this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractoi at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Contractor Upon
receipt of a termination notice, Contractor shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver of
otherwise make available to City, copies (in both hard copy and electronic form, where
applicable) of project related data, drawings, specifications, reports, summmanes and such
other information and materials as may have been accumulated by Contractor in
performing the Services Contractor shall be compensated on a pro-rata basis for Services
completed up to the date of termination
8 5 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, of for any longer period required by law, from the date of final payment to
Contractor pursuant to this Agreement Such books shall be available at reasonable times
for examination.by City at the office of Contractor
8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals of verbal agreements relating to such
matters are superseded by this Agreement Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Contractoi
87 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
8 8 1f one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void of unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair of invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agi cement
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IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed
in confirmation of this Agreement
CITY OF REDLANDS FILE KEEPERS, LLC
B By C
Paul W Foster, Mayor Tom McGovern, President
ATTEST
'3� "—,
C.Ane Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
A Off-Site Scanning The Contractoi will provide an estimated cost fo1 performing scanning at
their facility The Contractor will provide details on how they will pick up, transport, and handle
the City documents The Contractor will also provide details on the facility where City
documents will be stored and the security features in place to protect the documents and the
confidential information within the documents
B Quality, Production, and Pricing Requirements The following requirements will be taken into
consideration to perform the scanning offsitc
a Contractor shall perform "Documents Preparation" as necessary to scan all files,which
includes removing all staples and paperclips, straighten all folded paper and otherwise
make the documents ready for processing
b Scanned images shall be in a TIF format
c All documents shall be OCR'ed (Optical Character Recognition)
d Each Scanned image shall have a unique file name which will be agreed upon prior to
scanning
e Each scanned file shall have a unique set of metadata attached to it capturing, for
example
i Names
11 Dates
iii Contract Number
iv Address
f Documents shall be rotated to provide maximum readability (e g letters shall be in
proper orientation when document is displayed without rotation)
g Contractor shall not scan blank documents
h Contractor shall use 300 dpi of lugher
i Contractor shall perform a consistency check on 20% of the images This includes
image clarity, orientation, and accuracy
J Contractor shall calibrate and maintain systems (maintain consistency of output as
described in ANSI/AIIM MS44-1988(R1993) Recommended Practice £oi Quality
Control li-nage Scanners, ensure that scanning system is free fiom dust and other
particles, maintain calibration through each shift, use appropriate technical targets and
procedures as defined by manufacturer)
k Report and discuss any problem images that cannot be captured to meet benchmark
specifications
l All files shall be replaced in their containei in the same order and grouping as received,
which includes replacing all staples and paperclips, folding pages if necessary to replace
into container and otherwise restoring the documments to the same state as they were
received in
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in Contractor shall store the scanned images on an external hard drive, or other
appropriate media for delivery to the City All scanned documents should be delivered in
Laserfiche Briefcase format There may be an opportunity to provide Contractor with
VPN access to import scanned images directly into Laserfiche repository
City of Redlands I Page 4
n Contractor must ensure next working day delivery of any document(s) that is out for
scanning services and is/are needed by the City
o In the event of unsatisfactory work or errors, the Contractot shall re-scan all necessary
documents at no additional costs
Pick-up
File Keepers will provide Secure and Confidential pick up with company owned vehicles and
company drivers who have been background checked and have signed Non-Disclosure
Agreements of confidentiality All boxes will be barcoded and scanned into Transport
Inventory Out uniformed delivery personnel carry photo identification badges for added
security and peace of mind
Transport
All delivery vehicles are GPS tracked to ensure knowledge of boxes at all times Vehicles are
professionally maintained, inspected by oui drivers on a daily basis and subject to weekly
approval by management Detailed inspection logs and maintenance histories are maintained to
ensure the highest levels of safety and security
Receive
Supervisor of Team Lead will scan in inventory and log boxes Inventory received is compared.
to Inventory/Manifest provided by Client along with Inventory list during transport
Facility/Storage
Scanning will be completed at oui secured scanning facility in Commerce, CA Scannmg
Operations and boxes are stored in locked and Passcode protected entry only area with security
cameras All visitors to building must sib in and be escorted throughout the building No
visitors allowed in restricted scanning area
Return
Once prof ect is complete and boxes are de-prepped, they are prepared for return to City of
Redlands Supervisor/Team Lead will inventory boxes Drivers scan fot Transport Boxes are
then delivered to City of Redlands
Image Disposition
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Once delivered scans are approved/accepted by City staff, File Keepers will delete local copies
of City documents
Client Responsibilities
• Redlands to pack and prepare boxes for shipment (File Keepers Boxing and Manifesting
is optional)
• Provide Inventory/Manifest to MS Excel format of Boxes and Files inside each box
• Final QC
• File Keepers to provide Redlands to QC images and provide any error or rework requests
within 30 days of delivery
METHODOLOGY
I Pickup
a File Keepers will pick up from City of Redlands using File Keepers Trucks and
Personnel
b Boxes will be labeled with Barcodes and scanned to confine inventory during
pickup and transport
2 Inventory
a Supervisor or Team Lead will scan in inventory and log boxes once received and
compare to Inventory/Manifest provided by Client along with Inventory list
during transport
3 Preparation
a Documents will be prepared in accordance with the spec sheet and the approved
sample process of each Doc Type per Department
4 Scanning
a Scanning of 8 5"xl 1"will occur on InoTec, Kodak and Contex scanners
b Scanning to be done at 300dpi
c Large Fortnat scanning at 300 dpt B&W of higher as necessary on Contex scanners
5 Index
a Indexed Per Document Type
i Templates and Fields to be specified by each Dept
ii File Keepers to work with Dept to define, create and populate Laserfiche with
images into templates
6 OCR
a All documents OCR'd and compatible witli Laserfiche system
7 Quality Control
a File Keepers will use standard quality control measures to ensure documents in each
file are scanned and as readable as the original paper document
b File Keepers will perform 100% linage QC to fix pages that have data that is not
legible
c Documents shall be rotated to provide maximum readability
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i e g letters shall be in proper orientation when document is displayed without
rotation
8 Deliverables
a File Keepers will provide initial sample delivery to serve as Benchmark samples foi
approval
b Group IV Tiff format foi Laserfiche
i Once approved, File Keepers is authorized to import directly into Laserfiche(as
File Keepers is Laserfiche Provider)
9 De-Prep
a All files shall be replaced in their container in the same order and grouping as received,
folding of rolling pages if necessary to replace into container and otherwise restoring the
documents received
10 Hardcopy Disposition
a Files to be de-prepped and return to Client
11 Return/Delivery
a Supervisor/Team Lead will inventory boxes and prepare for drivers
b Drivers scan for Transport
e Boxes are then delivered to City of Redlands
12 Image Disposition
a After 30 days of delivery to Redlands, File Keepers will delete local copy of images
Out of Scope Items
No additional time will be spent reading pages for any reason, including to separate files of
discard duplicates
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EXHIBIT "B"
Fee Schedule
UNIT COSTS FOR DOCUMENT SCANNING
A Documents Measuring 8 5"x 11", 8 5"x 14", and 11"x 17"
• Setup or Start-Up Costs $150 (Only for New Department,
DocType &Template)
• Preparation Costs For Documents (per page) $0 02
• Scanning Costs (per page) $0 02
• Scanning Costs-Double Sided Pages (per page) $0 05
• Reassembly of Documents $0 00 (in sequence in folder in
box/container)
• Index of Documents (per field) $ 01
• Importing of Documents $0 00
B Plans—2' by 3' Drawings
• Setup or Start-Up Costs $150 (Only for New Department,
DocType &Template)
• Preparation Costs For Documents (per page) $0 02
• Scanning Costs (per page) $0 65
• Scanning Costs-Double Sided Pages (pei page) $0 98
• Reassembly of Documents $0 00 (in sequence in box/container)
• Index of Documents (per field) $0 02
• Importing of Documents $0 00
C Miscellaneous Documents (r c Other Sizes, 35 irim film, etc)
• Setup or Start-Up Costs $150(Only for New Department,
DocType &Template)
Preparation Costs For Documents (pei page) $0 01
• Scanning Costs (pei page) $0 02
• Scanning Costs (pei 35mm Drawing) $0 25
• Scanning Costs-Double Sided Pages (per page) $0 05
• Reassembly of Documents $0 00 (in sequence in box/container)
• Index of Documents (per field) $0 02
• Importing of Documents $0 00
D Additional &Optional Services
• Pickup &Delivery $100 (Pei Roundtrip, includes up to
50 boxes)
• Special Handling $30 (Per hour per imaging staff
member)
• Boxing &Manifesting $30 (Pei Hout per person plus travel
and expenses)
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• Certified Destiuction/Shredding $2 25 (Per box)
• Physical Boxes $2 50 (Pei Box)
• Document Storage Services $0 32 (per box pei month)
Below find Rates for any out of scope items not included in above pricing
1 Hourly rates for regular business hours (state regular business hours),if applicable $35
2 Any additional travel or trip charges,if any $50
3 Include any nunimums that apply NIA
4 Include any alternate pricing structures (such as block of hours) NIA
5 Cost proposal must refer/reference specific Scope of Work iteins Agreed
6 If a specific requested service,function, or option is not offered/available please indicate
NIA
7 Provide a total cost for this assigmnent Per
Exhibit C"Fee Schedule"
8 Include any general comments on pricing, or different levels of service Certified Iinport N/C
9 Pricing should include all fees associated with this task Agreed
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways
(a) By being Ensured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employei, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability foi Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation insurance
I certify under penalty of perjury undei the laws of the State of California that the information
and representations made in this certificate are true and correct
File Keepers, LLC Date —1
By
Tom McGovern, President
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