HomeMy WebLinkAboutAgr 2017-07-03 (ECS Imaging) (2) AGREEMENT FOR SERVICES-DOCUMENT
SCANNING FOR THE COMMUNITY
DEVELOPMENT DEPARTMENT N
THIS AGREEMENT, made and entered this CL day of July, 2017, by and between the
TOWN OF TIBURON,a municipal corporation,hereinafter called"Town,"and ECS IMAGING,
INC., a California corporation, hereinafter referred to as "Consultants."
RECITALS
A. The Town of Tiburon is seeking professional services to electronically image official
records and documents held by the Community Development Department.
B. The parties wish to contract for the Consultants to provide the services described in
Exhibit A ("Services"), which is attached hereto and incorporated herein by reference.
AGREEMENT
1. Scope of Consultant Services. Consultant shall perform those Services described in
Exhibit A. Consultant may subcontract out certain of the Services to other Consultants only
as specified in Exhibit A or as may be approved in advance in writing by Town. In the
event of such subcontracting, Consultant shall remain responsible for the full performance
of such services.
2. Compensation. Consultant's fee for the Services shall be as set forth in Exhibit A.
Payments shall be due thirty days after submission of an itemized invoice showing work
actually completed. Consultant shall submit invoices on a monthly basis for time and
materials actually expended. Consultant's total fee shall not exceed$40,000 in Fiscal Year
2017-18. All work performed pursuant to this agreement shall be completed prior to June
30, 2019. Work beyond June 30, 2018 shall not occur unless the Town communicates in
writing to ECS that funding for Fiscal Year 2018-19 has been budgeted by the Town
Council. ;. , ;
3. Standard of Work; Indemnity. Consultant shall perform the services in a skillful and
professional manner compatible with the usual, customary standard of Consultant's
profession. Consultant shall indemnify,defend and hold Town harmless from and against
claims,liabilities,suits,loss,cost,expense and damages to the extent caused by a negligent
act or omission of Consultant's in the performance of the Services pursuant to this
Agreement.
Agreement for Document Imaging Services ECS 2017
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4. Consultant as Independent Contractor. Consultant(including its agents and employees)is
not an agent or employee of the Town but is an independent contractor not subject to the
direction and control of the Town. Without limiting the foregoing, Consultant shall
maintain complete control of its operations and personnel and shall be solely liable and
responsible to pay all required salaries, wages, expenses, taxes and other obligations,
including, but not limited to, withholding and Social Security.
5. Attendance at Hearings. If requested by the Community Development Director,Consultant
shall appear at litigation and/or administrative hearings that pertain to the Project. Town
shall reimburse Consultant for such appearance(s)at the hourly rate specified in Exhibit A.
6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent
audit and/or evaluation of the Consultant's records and accounts of expenditures and
program activities at its own expense. Consultant shall furnish all items necessary in the
Town's discretion to complete said audit and/or evaluation subject to restrictions on
confidentiality limited to expenditure or receipt of program funds, and program quality.
7. Insurance. Consultant shall maintain insurance as set forth below.
A. Comprehensive General Liability: Combined single limit of$1,000,000 for each
single occurrence and $2,000,000 annual aggregate.
B. Comprehensive Automobile Liability: Combined single limit of$1,000,000 for
each single occurrence for bodily injury and property damages; $2,000,000 annual
aggregate.
C. The insurance required under paragraphs A and B, above, shall be endorsed with
language covering the Town, its officials, officers, employees, agents and
volunteers. Such coverage shall be primary,non-contributory insurance to the Town,
its officials, officers and employees and shall act as though a separate policy had
been written for each.
D. The insurance required by this Section 7 shall not be suspended,voided,canceled or
reduced in coverage or in limits except after thirty days written notice has been
received by the Town. Any failure to comply with the reporting requirements of the
policies shall not affect coverage provided to the Town, its officials, officers and
employees.
E. Evidence of compliance with the insurance and endorsement requirements of this
Paragraph shall be subject to the approval of the Town Attorney.
8. Ownership of Documents; Re-Use. All documents, including drawings and
specifications prepared by Consultant pursuant to this Agreement shall be the property
of Town. Town acknowledges that said documents are prepared for use only in
connection with the Project described in the Exhibit A.
Agreement for Document Imaging Services ECS 2017
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9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work
Order"),require Consultant to stop or suspend performance of the Services, in whole or in
part, for a period of up to ninety days after such notice is delivered to Consultant. Upon
receipt of the Stop Work Order,Consultant shall immediately comply therewith and take all
reasonable steps to minimize the incurrence of costs allocable to the Services covered by the
Stop Work Order during the period of work stoppage. Within ninety days of the delivery of
the Stop Work Order, or such later time as may be agreed to by the parties, Town shall
either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 11.
Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent
that the Stop Work Order results in a documentable increase in the cost of performing the
Services or the time required for such performance, Consultant shall receive an equitable
adjustment in compensation or an extension of time for performance, as appropriate.
10. Delinquency. In the event that a proper invoice remains unpaid for more than sixty (60)
days after submittal,Consultant may commence to charge interest on the unpaid amounts at
the lesser of one and one-half percent(1.5%)per month or the maximum rate allowed under
applicable usury laws. In addition,Consultant may suspend the performance of the Services
after giving Town ten(10) days notice of its intent to do so.
11. Termination of Contract. It is expressly understood that either party shall have the right to
terminate this agreement within five (5) days written notice to the other party. In such
event, Consultant shall deliver to the Town copies of all finished and unfinished surveys,
studies, documents, computer disks, and/or reports pertaining to the contract(collectively,
"Materials"),and Consultant shall be entitled to receive just and equitable compensation for
any satisfactory work completed as determined by the Town. Town shall indemnify,defend
and hold Consultant harmless from all claims, losses, damages and expenses, including
attorneys fees, arising from the use of the Materials by Town and any third party for (1)
completion of the services described in Exhibit A by a third party; or (2) construction
without the participation of Consultant. Notwithstanding the foregoing,in the event that a
court of competent jurisdiction (or an arbitrator, should the parties agree to submit the
matter to arbitration), finds that the Consultant is solely liable for a claim, loss, damage or
expense, this obligation to indemnify, defend and hold harmless shall not apply.
12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not
engage in nor permit others he may employ to engage in discrimination in the employment
of such persons based on race, color, religion, sex, sexual preference, age, or handicapped
conditions.
13. Miscellaneous.
A. Other Contract Provisions. Other contract provisions may be set forth in Exhibit A.
To the extent that there are any inconsistencies with such Exhibit and the other
portions of this Agreement, the latter shall prevail.
Agreement for Document Imaging Services ECS 2017
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B. Governing Law. This Agreement shall be governed by the laws of the State of
California.
C. Severability. If any provision of this Agreement is found to be invalid or
unenforceable,the validity and enforceability ofthe remaining portions shall not be.
affected unless the effect thereof would materially change the economic burden on
either parity.
D. Successors in Interest:Assi¢nment. This Agreement shall be binding on the assigns
and successors in interest to both parties. Neither party may assign their obligations
under this Agreement without the written consent of the other party.
E. Entire Agreement:Amendment. This Agreement represents the entire Agreement
between the parties. This Agreement may only be amended in writing.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
CD TANT TOWN OF TIBUR
IMAGING, ,C. By: g Chanis
Xy:James Pappas. Its: T Manager
Its: Chief Executive Officer
APPROVED AS TO FORM:
Bean Stock,Town Attorney
Town of Tiburon
Attachments: Exhibit A
Agreement for Document Imaging Services ECS 2017
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"HIBITA
ECS Imaging,Inc.
590Riv5 .. in Quote
Q2 2017 V1 Quote Type Scanning
Quotation For Quote Info
Name: Scott Anderson Date: 6/12/2017
Company: Town of Tiburon-Engineering Quote Number: 61217
Phone: 415 435 7392 Valid Through 6/30/2019
E-mail: sanderson@townoftburon.org Terms: Net 15
Account Manager: Pete H
Phone: 925 586 7549
E-mail: pete@ecsimagin.g.com
Description of Product and Services
Scan Backlog documents for Engineering Department Prep as instructed by Town Staff.
Scanning Services
SKU Description Unit Price Quantity Line Total
ECSS-REG-B&W ECS Black&White Document Scanning Services up to 11"x 17"size $ 0.12
ECSS-REG-COLOR ECS Color Document Scanning Services up to 11"x 17"size $ 0.16
ECSS-ESIZE-B&W ECS Black&White Map Scanning Services up to esize $ 1.20
ECSS-ESIZE-COLOR ECS Color Map Scanning Services up to a-size $ 2.10
ECSS-PREP ECS Prep Charge Per Hour $ 30.00
ECSS-INDEX ECS Indexing Fee Per Hour $ 30.00
ECSS-DVD&PLUS ECS DVD Set-1 Data DVD&1 Plus Viewer DVD $ 68.00
ECSS-PICKUP ECS Pick Up Fee $ 200.00
Scanning Subtotal $ -
Special Terms
AIII Prices are per image&Per hour Document Prep&Indexing will be done as needed&per customer requirements
Subtotal $
Tax Rate Software Only(Download Only) 0.00% Tax $
Total $
Terms&Conditions:
o Payment Terms:Net 20 after each batch returned. o Pick up/Delivery charges(pricing varies,based on location and quantity
o Laserfiche Tiffs in portable volumes to be attached to your Laserfiche system o Change orders after files have been returned are subject to restructuring/reindexing fee
o ECS will train customer on how to load data onto LF Server during first delivery,if needed o OCRing can be done during scan process at no charge.Any verification time is$30.00 Per
o Consulting of folder template and volume set ups included in project set up fee Hour
o Items will be placed back into original carrier(folder,sleeve,etc.) o DVD Set=1 Data DVD,1 Plus Viewer DVD-Plus DVD has retrieval engine on DVD.Regular
o Items will be delivered free of charge after being scanned size documents fit approximately 90,000 images
o Items are scanned in order received.Any additional requests are subject to a charge o CD Set=1 Data CD,1 Plus Viewer CD-Plus CD has retrieval engine on CD.Regular size rolls
o Scanning In Tiff images is 200-300dpi depending on need fit approximately 10,000 images
o Paper/Plans:Indexing included is 2 fields,up to 20 characters and Unique Document Name up o Boxes may be destroyed at the customer's request at a cost of$16.00 a box.A Destruction
to 20 characters each Certificate will be provided
o Microfiche:Indexing included is the name on the Sleeve o While documents are at ECS,we can provide an electronic copy for up to 4 per batch at no
o Microfilm:Indexing included is the name on the Cartridge charge.Additional special handling requests are subject to charge of$30/per hour
o Images that have been fiched/filmed reverse have additional charge o IMPORTANT:Once the imaged data has been delivered you will have 90 days to review all
o All prices listed above are for estimating purposes only.Actual prices may vary images.After 90 days all original documents will be destroyed or a storage box fee will apply
o Any upload fee is for 5GB per volume maximum
Box Type Box Count Image Count Total Images
Total Image Count -
Scott Anderson
From: Scott Anderson
Sent: Friday, June 22, 2018 1:49 PM
To: Greg Hicks
Cc: Pete Herschelman; Scott Anderson
Subject: RE: Tiburon scanning project
Greg and Pete,
I looked over the Town's current service agreement with ECS and found out that it does not need to be renewed until
July 1, 2019 if the Town communicates to ECS that funding has been approved in the FY 2018-19 budget for records
management. The Town Council on June 20, 2018 approved a budget line item of$45,000 for records management for
FY 2018-19, so there will be no need to enter into a new service agreement for the next 12 months.
We look forward to the delivery and pick-up on Monday.
Sincerely,
Scott Anderson
Director of Community Development
Town of Tiburon
From: Greg Hicks[mailto:greg@ecsimaging.com]
Sent: Wednesday, June 20, 2018 3:31 PM
To: Scott Anderson
Cc: Pete Herschelman
Subject: Re: Tiburon scanning project
Scott,
Great, Mon 6-25-18 it is, our Concord employee Chance will be making the delivery and pick up.
Thank You,
Best Regards,
Greg Hicks• Northern California Office Manager
ECS Imaging Inc. •Run with the Best
r0 ecsima iri .cOM•925-849-3759 mobile 707-980-3542
From:Scott Anderson<sanderson@townoftiburon.org>
Sent:Wednesday,June 20, 2018 2:27 PM
To:Greg Hicks
Cc: Pete Herschelman
Subject: RE:Tiburon scanning project
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