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HomeMy WebLinkAboutContracts & Agreements_186-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of document scanning and management services associated with the City of Redlands' ("Agreement") is made and entered in this 2nd day of September, 2014 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and American MicroImaging, Inc. ("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 to provide certain document scanning services and implementation of a document management system for City's Innovation and Technology Department(the"Services") as set forth in Exhibit"A". 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," which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to State prevailing wage laws. 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 Danielle Garcia, Chief Innovation Officer, 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—PERIOD OF SERVICE 4.1 This Agreement shall commence on its Effective Date and shall have an initial term of two (2) years (the "Initial Term"). City shall have the right to extend the Initial Term of this Agreement for three (3) successive one (1) year terms (each, "Renewal Term") on the same terms and conditions of this Agreement by providing not less than thirty (30) - 1 - 1Aca\djm\Agreements\American Microfmaging 9.2.14(2).doc days written notice to Consultant prior to the expiration of the Initial Term or any Renewal Term. The Initial Term and the Renewal Terms are together referred to herein as the"Term." ARTICLE 5—PAYMENT AND NOTICE 5.1 Compensation for Consultant's performance of Services during the twenty four (24) months of the Initial Term shall be as follow: (1) Ninety Five Thousand Three Hundred dollars ($95,300) for Consultant's document scanning and implementation, licensing and training for a document management system for Municipal Utilities and Engineering Department; and (2) Thirty Four Thousand and Forty dollars ($34,040) for the implementation and licensing of the equivalent document management system for the Development Services Department. 5.2 Consultant shall submit invoices to City describing the Services performed during the preceding period. Consultant's invoices shall include a brief description of the Services performed,the dates the Services were performed, and the number of hours spent and by whom,and a description of reimbursable expenses related to the project. 5.3 At any time during the Term of this Agreement, City may request that Consultant perform Extra Services. As used herein, "Additional Services" means any work which is determined necessary by City for the proper completion of the project or work for which the Services are being performed, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Work does not exceed twenty percent (20%) of the compensation to be paid by City to Consultant for the Services, such Extra Work may be agreed to by the Parties, by written amendment to this Agreement, executed by the City Manager. Consultant shall not perform, nor be compensated for, Extra Work without such written authorization from City. Examples of Extra Work include: additional scanning services, the addition of modules to increase productivity, automation of internal workflows, and possible integration with the Cityworks permitting process and other enterprise software. All payments made by City to Consultant after the first 24 months or in excess of the contract amount shall be based upon Consultant's rates as specified in Exhibit "B" of this Agreement. 5.4 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail should be addressed as follows: City Consultant Danielle Garcia, Chief Innovation Officer George Bandarian II Department of Innovation and Technology President &CEO City of Redlands 1125 West 6th Street, Suite 200 35 Cajon Street, Suite 222 Los Angeles, CA 90017 P.O. Box 3005 (mailing) Redlands, CA 92373 -2- L:1caldjmlAgreements\American Microlmaging 9.2.14(2).doc 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 5.5. ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 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 the 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. 6.2 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 Consultant is self-insured or exempt from the workers' compensation laws of the State of California. Consultant shall provide City with Exhibit "D," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to occupancy of the Premises. 6.3 Consultant shall secure 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 such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 Consultant shall secure professional liability insurance in the amount of One Million Dollars ($1,000,000)per claim made. 6.5 Consultant shall secure business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000)per occurrence, combined single limit 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 such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. 6.6 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 or omission, or willful misconduct, of Consultant, or its officers, employees and agents in performing the Services. Except to the extent of the foregoing indemnification obligation, to the maximum extent allowable under applicable law, City agrees that Consultant shall not be liable for any monetary damages in excess of the amounts paid to Consultant under this Agreement. City agrees that Consultant shall not - 3 - LkAdjmlAgreements\American MicroImaging 9.2.14(2).doc be liable for lost profits, lost opportunities, consequential or incidental damages resulting from Consultant's performance under this agreement. 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 a governmental decision whether to: (i) approve a rate, rule or regulation,or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license,application, certification,approval,order or similar authorization or entitlement; (iii) 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) grant City approval to a plan, design,report, study or similar item; (vi)adopt or grant City approval of, policies, standards or guidelines for City or for 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 Government Code section 87302. 7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair 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 Party. 8.2 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. -4- L\ca\djm\Agreemenls\American Microlmaging 9.2.14(2).doc 8.3 Project related documents, records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 8.4 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 all 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. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate on August 18, 2016; provided, however this Agreement may be terminated by City, in its sole discretion, by providing ten (10) days prior written notice to Consultant (delivered by certified mail, return receipt requested) of City's intent to terminate. 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. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8.6 Consultant 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, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.7 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 -5 - IAca1djmlAgreementslAmerican Microhnaging 9.2.14(2).doc amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8,8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 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 WITH WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement, CITY OF REDLANDS Ameri an it ting, n By: By: or d 11, an artan 11, President& Cl Pete Ag r, Mayor VGeorandartan Attest'. Sam4Irw' , itsClerk - 6- Mic;olrnaging 9 2 14(2).doc Exhibit A — Scope of Services Scanning and Document Management Services September 2014 Project Description American Microimaging, Inc. (AMI) will provide document and large format scanning services on a contract basis beginning with the Municipal Utilities and Engineering Department (MUED). To provide Business Continuity, Document Access and Day Forward Digital Governance of MUED documentation, AMI will deliver a Document Management System to import the MUED records with searchable text and indexing. This system will be designed, implemented, trained and supported to provide a foundational repository for MUED;scalable for all departments across the City over multiple phases. The City MUED Document Management Project consists of: 1: Digitization of Documents—Letter, Legal and Tabloid sizes-325,000 pages 2: Digitization of Large Format—D-size Drawings, Plans and Maps-29,000 3: Laserfiche Design, implementation,Training and Support a. Migration Services of Digital Images b. Forms Implementation for Named Users C. The City DSD Document Management Project consists of: 1: Laserfiche Design, Implementation,Training and Support a. Migration Services of Digital Images b. Forms Implementation for Named Users Digitization Scanning Services Scanning Services Assumptions • Work will be done at AMI • Volume—325,000 pages and 29,400 D size Large format images • Current Filing Structure o In folders and flat files. • Will be boxed for pickup ■ Boxes will include a manifest of the contents • Document Census o Size— 8.5"x11",8.5"x14",11"x 17'and"D" size drawings o Color—Small percentage o DPI—Documents minimum of 200 with Large Format 300 o Types—Contract, Forms, Binders, Maps, Plans, Drawings ■ Documents bound with staples and clip ■ Maps folded down to legal size ■ Some documents comb bound and some in binders • Timeline o Start: Sept 1, 2014 Target o End: TBD • Project Management o AMI/Client Kickoff Meeting o AMI Begins work ■ Initial Pick up o AM[/Client Weekly Report—identifying work and volume completed and exceptions ■ Document export ■ Document Disposition o AM[/Client Project Wrap up meeting ■ Final return of documents • Production Days o Approximately 12 weeks Client Responsibilities • Client will provide access to current files • Client will provide indexing methodology • Client will provide collateral inboxes with manifest of contents for each box • Client to QC images and provide any error or rework requests within 30 days of delivery. Methodology 1. Securing Document—Documents will be picked up City of Redlands MUED Dept. 2. Inventory a. Supervisor or Team Lead will inventory and log boxes once received and compare to Manifest/Inventory 3. Preparation a. Documents will be removed from their fasteners and processed in accordance with the methodology determined b. Files will be separated at Folder level 4. Scanning a. Scan at 200-300 DPI b. Documents will be placed back in their folders for return to client. S. Index a. Manual index is based on index file b. Client supplies index/box manifest with each box 6. OCR a. Processed by system 7. Tag & Rescan a. AMI will use standard quality control measures to ensure documents in each file are scanned and as readable as the original paper document. b. AM] will perform 100%Image QC to fix pages that have data that is not legible 8. Deliverables a. AMI will provide initial sample delivery to serve as Benchmark samples for approval. b. AMI will supply back documents in electronic format(Group IV Tiff) c. Import of electronic files is an option to discover 9. De-Prep a. Documents returned to boxes in sequence unbound 10. Hardcopy Disposition a. AMI returns files to client on completion 11. Image Disposition a. After 30 days of delivery to Client,AMI will delete local copy of images. 12. Document Request a. No Charge per request up to 8 per week with 4 hour turnaround to e-mail or fax AMI/Laserfiche ECM SCOPE OF SERVICES PROJECT DESCRIPTION City of Redlands is contracting AM[to provide up to 56 hours (Seven (7) days)of Consulting Services to be used for implementation of the Laserfiche Electronic Content Management solution. The objective of this scope (referred to as Phase 1)is to digitize the MUED department documents and populate into the configured Laserfiche Avante repository.AMI will train MUED personnel to utilize the system for access and adding documents on a Day-Forward basis. MUED seeks to utilize Laserfiche forms internally and will identify specific projects to implement in future phases.The City intends to expand into other departments which will be scoped out separately. Departments within Scope: • Municipal Utilities Engineering Department and the Development Services Department Departments out of Scope: • All Others Services to be rendered: • Planning& Project Management • Discovery& Requirements Analysis • Design • Build o Installation ■ AMI will install all server products ■ CLIENT will be trained to install User/Client products o Configuration • Testing o AMI will test functionality o CLIENT and Users test for acceptance • Training o AMI will provide IT training on: ■ Administration&Support ■ User Functionality o CLIENT responsible for Rollout Training to Users • Documentation o AMI will provide system/design documentation o CLIENT will provide How-To Guides and User manuals • Closeout—final acceptance, knowledge transfer, hand-off,cutover to maintenance Functionality Delivered • One(1) Laserfiche Server with one (1)repository. • File Plan o Folder structure o Template design and metadata fields • Content Capture o Scanning,Snapshot,and Electronic Documents o Quickfields configuration of 2 sessions ■ Barcodes to separate documents ■ Realtime Lookup into CityWorks DSD Database • City to provide queries into CityWorks • Scalability o Architecture suited for expansion across the enterprise • Security • Search o Metadata field search o Full-text OCR search o Document Name and Folder name search o Combination search o Saved searches • Forms Portal o Form creation of 1 form of 10 or less fields Basic routing of 1 form with 4 or less stepWeb Products o Web Access Weblink (Public Portal)Qut of Scope Items • No additional time will be spent reading pages, including separating files or discarding duplicates. o Items that are considered `Non-Standard'will be boxed and excluded from fife scanning • Workflow—while Laserfiche Workflow comes standard with purchase, it will not be implemented in Phase 1. • Common products not being purchased or implemented: o Records Management o Quick Fields a Agenda Manager • Scope of work does not include any specific Custom Integration with City Line of Business applications • Any other Customizations or Custom Software Client Responsibilities 1. Client will allocate sufficient resources to help AMI and participate in implementation by providing information and spending time on various tasks(i.e. requirements analysis,testing, documentation,and training)through in-person and phone meetings, in-person and online training and support, and,e-mail communication. 2. Client will dedicate a Laserfiche Administrator who will be trained and will function as the first line of support for Client staff. The Laserfiche Administrator will be the primary interface on technical support issues between Provider and Client. 3. Unless otherwise contracted through a new Statement of Work,Client will be responsible to make changes once initial implementation project has been accepted and completed. 4. Client will provide physical and/or virtual servers meeting recommendations or minimum requirements 5. Client will provide MS-SQL Server software with appropriate licenses 6. Client will perform installation of Laserfiche Client on client stations 7. Client will set up backups of Laserfiche data in accordance with Clients'backup standards. Client will perform test restores to ensure proper functioning of Laserfiche backups. 8. Client will provide IT technical assistance as needed during implementation for any network issues 9. Client will be responsible for items above referring to"CLIENT" Change orders Any departments,services, products and functionality not included can be added at any time. Such request or any other change to above will be considered out of scope and undergo a Change Order process requiring written documentation,additional product/service cost and approval from both sides. Exhibit B - Consultant's Rate Schedule NEW Laserfiche Enterprise Content Management Software 50,675.00 Laserfiche Avante Server Software(MS-SQL) -core Laserfiche platforin and server software 25 Named Users-user licenses,e-mafl ability,and ability to print any electronic document into Laserfiche Workflow-automates document routing routing and approval Client Portal with 10 Concurrent Users-includes Web Portal and 10 Web retrieval concurrent connections Forms and Forms Portal-allows Proctors to use eForms and internal staff to review/approve forms Web Access-allows browser-based access to Laserfiche repository for named users;includes 5harePoint integration ScanConnect-connects scanners to Laserfiche QuickNelds-automates document scanning;(21 QuickFlelds-Barcode validation module;(2) QuickFields-RealTime Lookup validation module;(2) Professional Services 21,600.00 Up to 96 Hours of Professional Services for implementation Hours to be used or Project Myatt,RequirementsAnalysis,System Design,installation,Conflgreation,Testing&Thfininy NI i �� 11 � : : � I i : � : � i i � I 4 unt-good until 9/3011 WS,ft,ar,Zl;NNNNaR Maintenance-inctudes,technical support ability with Laserfiche through AIVV and upgrade license and CD Help Desk(Phone),Remote Login and E-mail Technical Support for issues&Updates(includes up to 30 hours) ISM INEENNEW NEENOM Laserfiche Software Additional Named Users-includes Web Access and Forms functionality $ 650.00 Forms Authenticated Users 200,00 Additional Professional Services for Define,Design,Develop,Deploy Laserfiche per hour 225.00 Addlticsnal BPl3 Services for Scanning,Indexing or Preparation per hour 3 Subject to appropriate shipping and taxes;Includes travel and expenses implementation Datgn September 2014 Software,scanner and maintenance due upon signing T Services will be billed as serviced rendered and due Flet:34 days of invoice date Asqv_tancell City of Redlands American MicrolmagIre g,Inc. Authorized Signature Name(please,print) President Title AqZqg1L1QL4_ Date A.erkaft NefolmaPIM Inc, 1125 IAL SiXth St,Suite 201,LOS Angele-,,CA 90017 213.250,3000 x121-wwwAmipaperlosscran-fax 213,59SX152 Pagel.of 2 O 6 6 EXHIBIT "C" r WORKERS' COMPENSATION INSURANCE CERTIFICATION Document Scanning and Management Services Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured 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 employer, 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 for 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 d 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 under the laws of the State of California that the information and representations made in this certificate are true and correct. Ame ' n roam ing,In . Date: By: George n II, Pres ent& CEO C-1 J:\City Council Reports\DoIT120I4\4-16-2014VvfUED Document Management\Updated Agreement-Document Managment Services.doc