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HomeMy WebLinkAboutAgr 2007-08-16 (ECS Imaging) AGREEMENT FOR SERTICES-DOCUMENT SCANNING FOR THE COMMUNITY DEVELOPMENT DEPARTMENT THIS AGREEMENT, made and entered this ',-II.daY of fllAJ"'si: 200_, by and between the TOWN OF TIBURON, a municipal corporation, hereinafter ca led "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 docurrients 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. Comoensation. 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 fee shall not exceed $47,460 without prior Town approval of an amendment to this agreement. 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. r 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. Agreement for Document Imaging Services2 1 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. Town shall be added as an additional insured to all required insurance policies: 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 and $2,000,000 annual aggregate. 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. 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 increas~ 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. Delinauency. 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. Agreement for Document Imaging Services2 2 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. 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 of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. D. Successors in Interest Assignment. This Agreement,~hall be binding on the assigns and successors in interest to both parties. Neither party may assign their obligations under this A..greement 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. Agreement for Document Imaging Services2 3 CONSULT1 '.' & ~6LL-- ECS Imaging Inc. By: PETE HERSCHELMAN Its: DIR. N. CALIF. SALES APPROVED AS TO FORM: ~#t~ Ann Danforth, Town Attorney Town of Tiburon Agreement for Document Imaging Services2 TOWN OF TIBURON BY:~ Its: Town Manager 4 EXHffiIT A SCOPE OF SERVICES The Services include scanning of Community Development Department records, primarily street address files for building permit and zoning permit applications approved after January 1, 2000. Consultant shall, as part of the contract amount, pick up from Tiburon Town Hall such records for scanning and shall return said records to Tiburon Town Hall, along with the scanned records on compact disk, in a timely fashion. At the written request of the Town, and at the Town's sole option, Consultant shall provide trained and competent personnel to perform organizational tasks at the Town Hall site, including but not limited to downloading scanned records into the Town's computer system using the Town templates. Said personnel shall be paid at an hourly rate of thirty dollars ($30). The Town acknowledges that the number of items required to be scanned as set forth in the Pricing for Scanning Services table attached hereto is necessarily a rough estimate and that more or fewer items may be involved. (Pricing Schedule attached) .,"~.~ ....i.... ~~'" .,..P~' :,;.V ':!",/'" Pricing For Scanning Services Building Department ~tf.~t~~;!~~~;};j~~~~ :~~ ~ \.' ~ ,,~;-~ "" ~ ~'~:~;~~'~~-}~~':>~: ,~~?~'!~:{~ ~ ~ ~~- ,~. ~f:: j. :~-?] ~~:; .- r~!~. _ ~ ,~~f\J . ,: ': , ,> , . :, : ~.' ,'::' ,,'1 J ~ I 1"1 . . . , , ;\-1 Document Scanning, 300dpi Large Fomiat Combination of Sizes, most "0" size 10,000 $1.20 Per image 12,000.00 Outout LaserFiche Format . 8/5" X 11 U Building forms 300,000 $.106 Per image $31,800.00 Indexing - by Address & Permit number I neluded Per page $0.00 . Master CD-ROM (LaserFiche Format) 45 $68"00 Per CO.-ROM $3,060.00 . Pickup & Delivery 150 4 RlT's $600.00 Estimated Total $47,460.00 Note: Unusual documents (plans on mylar, blue line, onion skin, cepia, etc.) requiring additional labor will be billed at a higher rate.