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HomeMy WebLinkAboutContracts & Agreements_133-2011_CCv0001.pdf AGREEMENT TO PERFORM DOCUMENT SCANNING SERVICES This agreement for the provision of document scanning services for the City of Redlands ("Agreement") is made and entered into this 18t1i day of August, 2011 ("Effective Date"), by and between the City of Redlands, a municipal corporation("City")and Adam Ruiz,dba Scan N More ("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE 1 - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant for the provision of document scanning services(the "Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant 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 consultants in the industry providing like and similar types of Services. ARTICLE 2 - SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled"Scope of Services and Rate Schedule,"which is attached hereto and incorporated herein by reference. 2.2 Consultant shall obtain a City business license prior to commencing the Services and shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. 2.3 Consultant shall comply with the non-disclosure and confidentiality requirements set forth in Exhibit"B," entitled"Confidentiality Agreement,"which is attached hereto and incorporated herein by reference. ARTICLE 3 -RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates Tina Kundig 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 4.1 Consultant shall perform the Services in a prompt and diligent manner and shall complete the Services within forty-five (45) days by the Effective Date of this Agreement.. 1 1:leal4jmNAgrcementstscan n more agreement.8.10.11.doc ARTICLE 5 - PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Eight Hundred Dollars ($800.00). City shall pay Consultant on a time and materials basis up to the not to exceed amount based upon the hourly rates shown in Exhibit «A 5.2 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail should be addressed as follows: Cir Consultant Tina Kundig Adam Ruiz, CEO Finance Director/City Treasurer Scan N More 35 Cajon Street, Suite 15B 4230 Green River Road, Suite 103 Redlands, CA 92373 Corona, CA 92880 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section 5.2. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 Insurance. Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until required insurance listed below is obtained by Consultant. Consultant 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; provided, however, the policies shall allow for ten (10) days notice for cancellation to City due to non-payment of premium. 6.2 Workers' Compensation and Employer's Liability. Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of its performance of the Services in accordance with the laws of the State of California. 6.3 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the term of this Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage 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 the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30) days prior written notice to City. Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Certificates of insurance shall be delivered to City 2 1-icaldjmlAgreemen1slstan n more agreernent.8.10.1 Ldoc prior to commencement of the Services. 6.4 Business Auto Liability Insurance. Consultant shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be named as an additional insured and a certificate of insurance and endorsement shall be delivered to City prior to commencement of the services. Such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. 6.5 Hold Harmless and Indemnification. Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by and negligent act, omission or failure to act by Consultant, its officers,employees and agents in performing the Services. ARTICLE 7 - CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant 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. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make or participate in: (i) the making or any City governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws; (ii) the issuance, denial, suspension or revocation of City permits, licenses, applications, certifications, approvals, orders or similar authorizations or entitlements; (iii) authorizing City to enter into, modify or renew a contract; (iv)granting 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) granting City approval to a plan, design, report, study or similar item; (vi) adopting, or granting City approval of, policies, standards or guidelines for City or for any subdivision thereof. 3 L\caNdjmlAgreemems\scan n more agreement.8.10.1 I.doc 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 Government Code section 87302. 7.3 In the event City officially determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's office pursuant to the written instructions provided by the Office of the City Clerk. ARTICLE 8 - GENERAL CONSIDERATIONS 8.1 Attorneys' Fees. 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 Party. 8.2 Prohibition Against Assignment. Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms, and conditions of this Agreement. 8.3 Independent Contractor Status. Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor of its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or 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. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8.4 Termination. A. Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City. B. This Agreement may be terminated by City, in its sole discretion, by providing five (5) Calendar days prior written notice to Consultant (delivered by certified mail, return receipt requested)of City's intent to terminate. C. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but(1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. 4 I:Ica�djmtRgreemerntslscan n more:agreement.8.10.1 IAA 8.5 Entire Agreement/Amendment. 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 or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.6 Governinp, Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.7 Severability. If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or 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 Agreement. IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS ADAM RUIZ dba SCAN N MORE By: �-- By: Tina T. Kundig,Finance Adam Ruiz, Chief Xecutive Officer Finance Director/City Treasurer Attest: Sam Irwin, City Clerk 5 P,ca\djrri:Agrccmentslscan n more agreement.8.10.1 Ldoc 3--; ;REF.14 R11 VER RD Ai 33 °-162 274 7.932 :l02 -1 t NVOICE �NVOTCC NO* 1 70 A'NOS OATS. 61,Y 3izo I 3 ',AJQN STREET ORLIER NO REOLANDS. CA 92373 Document Scam ;q to P,L-,, includes all pfeParati0f', staples, unfolding,organization.etc.)Wudes irxJexing. Once completed all digitized files Will be transferred to DVD andicr EA- emalHard Nva- INGLubES PICK UP AND RETURN DELIVERY W' 64 PROJECT IS 2.06 540.09 S80,00 COMPLETED Document Oispposal.(Shreddirgl Includes Coxtificate d0estucUom.Documents 20.00i S6.0Q S120.001 shredded than recycled. 3Y SIGNING THIS AGREEMENT SELOWY,JU AGREE r::) FH'-- ;A00 e';() fERMS AND SET VO4TH f3Y Sr—k-, N TO AN,'j TO To AY..1 E N T ;'E H 1-T S T Go PHILADELPHIA One Bola Plaza, Suite 100 INSURANCE COMPANIES Balo CynLvyd, Pennsylvan'a 19004 --__-_ 610.617.7900 Fax 610.617.7940 A JMrrrtur of 1 he Tekio Marine Gmup PHLY.Com Philadelphia Indemnity Insurance Company COMMON POLICY DECLARATIONS Policy Number: PHSD63€17S7 Named Insured and Mailing Address: Producer: 104769 Adam Ruiz dba Scan N More ISU / The Olson Duncan Agency 4230 Green River Rd Ste 103 PO Box 1096 Corona, CA 92850-1637 25550 Hawthorne Blvd., Ste 203 Torrance, CA 90505 Policy Period From: 05/03/2011 To- 05/03/2012 at 1201 A.M_Standard Time at your mailing address shown abowe. Business Description: Document Destruction/Records Storage- Digital Imaging IN RETURN FOR THE PAYMENT OF THE PREMIUM,AND SUB,,'ECT TO ALL THE TERMS OF THIS POLICY,WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THiS POLICY. THIS POLICY CONSISTS OF TIDE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT.. PREMIUM Commercial Property Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Autry Coverage Part Businessowrers Workers Compensation Miscellaneous Professional 1,371_0E3 Total $ 1,371.00 FORM(S)AND ENDORSEMENT(S)MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule "Om'ts a„P°ira^'e F01=5 arxl Endur5trne-as if shown in Sp cc k Coverage PaniCvve=-3ge Forrr Declarwans CPD-Pk--(01/07) Countersignature Date Authorized Representative PI-PLSP-001 (08107) PHILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bola Cynwyd, Pennsylvanio 19004 _ 61C.6177900 fox 614.617.7940 ---- A!kirmhcrofthe TokinttarincGmur PHLY.com Cover-Pro" IX Philadelphia Indemnity Insurance Company Philadelphia Insurance Company DECLARATIONS Policy Number. PHSD630757 NOTICE: THIS IS A CLAIMS MADE POLICY. PLEASE READ THIS POLICY CAREFULLY. THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED FOR INVESTIGATION AND LEGAL COSTS, FURTHER NOTE THAT AMOUNTS INCURRED FOR SUCH COST SHALL BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT Item 1. Named Entity and Address: Adam Ruiz dba Scan N More 4230 Green River Rd Ste 103 Corona, CA 92880-1637 Item 2. Policy Period: From:05/03/2011 To: 05/03/2012 (12:01 A.M.Standard Time) Item 3. Premium: $ 1,371.00 Item 4. Limits of Liability: (A)$ 1,000,000 Each Claim, including Claim Expense (0)$ 1,000,000 Annual Aggregate,including Claim Expense Item 5. Deductible: $ 2,500 Deductible per Claim Item 6. Retroactive Date: 05/03/2011 Item 7. Continuity Date: 05/03/2011 Item 8. Additional Premium for Supplemental Extended Reporting Period:Refer to PI-PLSP-176 Paye 1 of 2 i Confidentiality Agreement it is understood and agreed to that the Discloser and ft Recipient would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information,the parties agree as follows: 1. The confidential information to be disclosed by Discloser under this Agreement(-Confidential Information )can be described as and includes: Technical and bus ness information relating to Disclosers proprietary ideas, patentable ideas copyrights and/or trade secrets,existing and,'or contemplated products and services,software,schematics,research and development. production,costs,profit and margin information,finances and f nancial projections.customers,clients,marketing.and current or future business plans and models, regardless of whether such information is designated as"Confidential information at the time of its disclosure. In addition to the above, Confidential Information shall also include.and the Recipient shall have a duty to protect. other confidential and/or sensitive information which is(a)disclosed by Discloser in writing and marked as confidential(or with other similar designation)at the time of drsclosrxe,and/or(b)disclosed by Discloser in any ether manner and identified as confidential at the time of disclosure and is also summarized and designated as confidertial in a written memorandum delivered to Recipient within thirty(30)days of the disclosure. Z. Recipient shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with Discloser. 3.Recipient shall limit disclosure of Confidential Information within its own organization to its directors,officers. partners,members and/or employees having a need to know and shall not disclose Confidential Information to any third party(whether an individual.corporation.or other entity)without the prior written consent of Discloser. Recipient shall have satisfied its obligations tinder this paragraph if it t:.kes affirmative measures to ensure compliance with these confidentiality obligations by its employees,agents,consultants and others who are permitted access to or use of the Confidential information. 4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information(a)that was in Recipient's possession before receipt from Discloser;(b)is or becomes a matter of public knowledge through no fault of Recipient;(c)is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Dtisclow.(d)is disclosed without a duty of confidentiality to a third party by,or with the authorization of, Discloser,,or (e)is independently developed by Recipient. 5. Discloser warrants that he/she has the right to make the disclosures under this Agreement. 6. This Agreement shall not be construed as creating.ccrweying,transferring,granting or conferring upon the Recipient any rights,license or authority in or to the information exchanged.except the tiimited right to use Confidential Information specified in paragraph 2 Furthermore and specifically,no license or conveyance of any intellectual property rights is granted or implied by this Agreement_ 7.Neither party has an obligation under this Agreement to purchase any service,goods,or intangibles from the other party. Discloser may,at its sole discretion,using its own information,offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, bath parties acknowledge arid agree that the exchange of information under this Agreement shaft not commit or bind either party to any present or future contractual relationship(except as specAtcally stated herein),nor simaft the exchange of infotmation be construed as an inducement to act or not to act in any given manner. i 8. Neither party shalt be liable to the other in any manner wn4tsoever for any decisions,obllgallons.costs er expenses incurred,changes in bustness practices.plants,organization.products,services, or otherwise, based on either party's decision to use or rely on any information exchanged under this Agreement. 9. If there is a breach or threatened breach of any provision of this Agreement,it is agreed and understood that Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief;provided however,no specification in this Agreement of any particular remedy sha l be construed as a waiver i or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement. I 10.This Agreement states the entire agreement between the parties concerning the disclosure of Confidential i! Information and supersedes any prior agreements,understandings,or representations with respect thereto.Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.This Agreement is made under and shall be construed according to the taws of the State of Cafiforria,U.S.A. In the event that this agreement is breached,any and all dispute,must be settled In a court of competent jurisdiction in the State of California, US A � 11.If any of the provisions of this Agreement are found to be unenforceable,the remainder shall be enforced as ftAly as possible and the unenforceable provision(s)shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. WHEREFORE,the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein. Recipient of Confidential Information-- Name nformation:Name(Print or Type). Adam Ruiz f Company:SCAN N MORE License Number#644867 Title: CEO Address:4234 GREEN RIVER RD#202 City,State&Zip.CORONA,CA,92882 Signature: l i Date.. Discloser of Confidential Information: Name(Print of Type): Company: Title: Address: City,State&Zip: Signature: X Date: