CC Agreement No. 2023-157
CITY OF CAMARILLO
PROFESSIONAL SERVICES AGREEMENT
With
COMPLETE PAPERLESS SOLUTIONS (CPS)
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
Form Approved April 2021 i CC Agreement No. 2023-157
TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. .............................................................................................. 1 Section 2. Scope and Performance of Services. .................................................................... 1 Section 3. Additional Services and Changes in Services. ...................................................... 2 Section 4. Familiarity with Services and Site. ......................................................................... 2 Section 5. Compensation and Payment. ................................................................................ 2 Section 6. Required Documentation Prior to Performance. .................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. .......................................... 3 Section 8. Cooperation by City. .............................................................................................. 4 Section 9. Project Documents. ............................................................................................... 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ......................................................................... 5 Section 12. Status of Consultant. ............................................................................................. 5 Section 13. Compliance with Applicable Laws. ........................................................................ 6 Section 14. Unauthorized Aliens. ............................................................................................. 6 Section 15. Conflicts of Interest. ............................................................................................... 6 Section 16. Indemnification. ..................................................................................................... 7 Section 17. Insurance. .............................................................................................................. 8 Section 18. Assignment. ........................................................................................................... 8 Section 19. Default; Limitations on Liability. ............................................................................. 8 Section 20. Termination of Agreement. .................................................................................... 9 Section 21. Notices. ................................................................................................................. 9 Section 22. General Provisions. ............................................................................................. 10
Exhibit A – Scope Of Services .................................................................................................. A-1 Exhibit B – Key Personnel & Compensation ............................................................................ B-1 Exhibit C – Insurance ................................................................................................................ C-1 Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of November 8, 2023 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and Complete Paperless Solutions (CPS) (“Consultant”).
Section 1. Term of Agreement.
Subject to the provisions of Section 20 (Termination of Agreement), the term of this Agreement will be for a period commencing on the Effective Date and will be for a three-year term. This Agreement may be extended for up to two (2) one-year extensions, upon mutual agreement.
Section 2. Scope and Performance of Services.
2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.
2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.
2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.
2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.
2.5 Consultant must obtain City’s prior written approval before utilizing any subconsultants to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.
2.6 Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement.
In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
2.7 City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement.
2.8 The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.
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Section 3. Additional Services and Changes in Services.
3.1 Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City.
3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.
3.3 City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.
All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.
Section 4. Familiarity with Services and Site.
4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.
4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.
Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.
Section 5. Compensation and Payment.
5.1 Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by City.
5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.
5.3 Each month during the term of this Agreement, Consultant must furnish City with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail charges by the following categories: labor (by subcategory), reimbursable costs, Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
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subcontractor contracts and miscellaneous expenses. The invoice must list, as applicable, the hours worked and hourly rates for each personnel category, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, and the total cost of the services. If applicable, the invoice must also provide a budget summary including the total amounts previously invoiced and paid, the current invoice amount and the budget remaining.
5.4 City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission.
5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.
5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment.
5.7 City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.
Section 6. Required Documentation Prior to Performance.
6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides City with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) City gives Consultant a written notice to proceed.
6.2 The City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.
Section 7. Time of Performance; Excusable Delays; Extensions.
7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.
7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Consultant is delayed by any cause beyond Consultant’s control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with Consultant’s performance of services.
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Section 8. Cooperation by City.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City acknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to City the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement. Consultant’s pre-existing copyrights are excluded, and remain the property of the Consultant.
9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City’s prior written approval.
Section 10. Confidential Information; Release of Information.
10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
10.3 If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then City will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.
10.4 Consultant must promptly notify City should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the services performed under Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
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this Agreement. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
10.5 All media and press releases, including graphic display information, must be approved and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.
Section 11. Consultant’s Books and Records.
11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.
11.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents or records must be provided directly to City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.
11.3 Where City has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to City, as well as to its successors-in-interest and authorized representatives.
Section 12. Status of Consultant.
12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees or agents are in any manner officials, officers, or employees of City.
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12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
13.1 In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the services performed by Consultant.
13.2 Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.
13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.
Section 14. Unauthorized Aliens.
Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by City.
Section 15. Conflicts of Interest.
15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 and following), and California Government Code section 1090.
15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.
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15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.
15.4 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.
Section 16. Indemnification.
16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section.
Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.
16.2 For the purposes of this section, “City” includes City’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).
16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).
16.5 Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.
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16.7 Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.
16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
16.9 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights under this Agreement.
16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional, and also places limitations on the costs of defense that may be charged to a design professional. The term "design professional,” is defined in Section 2782.8, and includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.
16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).
Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.
All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
Section 19. Default; Limitations on Liability.
19.1 In the event that Consultant is in default under the terms of this Agreement, City will have Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
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no obligation or duty to continue compensating Consultant for any services performed after City provides written notice to Consultant of such default.
19.2 Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
19.3 City’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.
Section 20. Termination of Agreement.
20.1 City may terminate this Agreement, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.
20.2 Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to City.
20.3 Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant’s possession must be returned to City. Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.
20.4 Consultant acknowledges City’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City’s termination of this Agreement.
Section 21. Notices.
21.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:
To City:
City of Camarillo
601 Carmen Drive
Camarillo, California 93011
Attention: Kristy Buxkemper, City Clerk
Tel. (805) 388-5315
Fax (805) 388-5318
e-mail: [email protected]
To Consultant:
Complete Paperless Solutions
5130 East La Palma Ave. #206
Anaheim, CA 92807
Attention: Jamie Dunn, Vice-President of
Sales
Tel. (760) 419-3446
Fax (714) 716-8215
e-mail: [email protected]
21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
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21.3 Any party may change its notice information by giving notice to the other party in compliance with this section.
Section 22. General Provisions.
22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.
22.2 Entire Agreement. This Agreement, including the attached Exhibits A through C, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and City prior to the execution of this Agreement.
22.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.
22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council or City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
22.5 Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts.
22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.
22.7 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
22.8 Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read and construed without the invalid, void or unenforceable provision.
22.9 Venue. In the event of litigation between the parties, venue in will be exclusively in a state court in the County of Ventura.
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THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:
CITY OF CAMARILLO
_________________________________
Greg Ramirez, City Manager
ATTEST:
_________________________________
Kristy Buxkemper, City Clerk
CONSULTANT:
Complete Paperless Solutions (CPS)
By_________________________________
Name: Jamie Dunn
Title: Vice-President of Sales
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Form Approved January 2018 A-1
EXHIBIT A
SCOPE OF SERVICES
[See Attached]
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
Laserfiche Cloud Document Management Proposal
BY: Complete Paperless Solutions (CPS)
10/24/2023
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
CONTENTS
Introduction Letter ............................................................................................................................................ 3 Organization Chart and Schedule ...................................................................................................................... 5 Training .............................................................................................................................................................. 6 Project Approach / Work Plan ........................................................................................................................... 7 Software Pricing............................................................................................................................................... 10 Cloud Professional ....................................................................................................................................... 10 Cloud Database Specifications ........................................................................................................................ 13 Ongoing Maintenance and Support ............................................................................................................ 14
866-661-2425
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
[email protected]
www.cps247.com
INTRODUCTION LETTER
October 24th, 2023
Kristy,
We are pleased to submit the attached proposal for Laserfiche Document Management for your organization. We understand the City of Camarillo is looking for a document management solution which will replace their current Questys software application.
Complete Paperless Solutions, LLC (CPS), is located in Anaheim, CA and is a Platinum Certified Solution Provider (SP) of the award-winning Laserfiche™ Enterprise Content Management solution as well as a respected systems integrator and consultancy. The CPS staff focuses its business on helping California Municipalities meet the challenge of providing a great public service to your citizens while working in a high-demand, electronic records-intensive environment. Our customer-centric business model promotes long term relationships stemming from excellent service, fair pricing and good old-fashioned know how.
CPS has the highest ratio of support engineers per customer in California compared to all other Laserfiche resellers. CPS is also a proud sponsor of MISAC, CCUG, CLEARS, CLETS and CCAC.
Our Corporate Office is located in Anaheim, CA, with 2 satellite offices located in Vista, CA and Temecula, CA. These offices are led by our CFO, Claude Schott, and me, as the VP of Sales. With the proximity of our offices, CPS is confident that it is well-suited to aid the City of Camarillo with our support and professional services team that has been representing Laserfiche ™ since 1996. CPS’s business model is based on the deployment, customization, and support of Laserfiche rather than the “deploy and depart” model of some resellers.
CPS is an Employee-Owned Company, so we all have the highest level of interest to make sure you are thrilled with your experience from the very beginning and each day after. Every single one of our staff members has minimally 15+ years of direct Laserfiche experience dealing with organizations of your caliber. You will not have to experience the pain of working with staff who are just getting started with Laserfiche Support and may be learning while on the call with you trying to figure something out. Every single technician at CPS is a master at their craft and are filled with a vast amount of knowledge readily available to put to great use.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
Managing the conversion of data from Questys to Laserfiche is something we have mastered and done for several other cities. Most recently we executed a Questys to Laserfiche conversion for the City of Upland, Menifee, and Santa Margarita. We also converted the Yorba Linda Water District as well. We are an Employee-Owned Company and masters at our trade. The City of Camarillo will never have to experience non tenured staff who may be learning on the job. Anytime you call for support, you will be speaking with a professional who will be well informed of your configuration and of the current status of your project. We are proud of our Customer Choice Award which is given out to only one Laserfiche Reseller in the world that has the highest retention of clients and with highest customer satisfaction ratings as well. Lastly, we are also recognized as a Laserfiche Premier Partner by continuing rigorous testing on the product and by submitting proof of client service excellence.
CPS is affiliated with the Omnia Partners Contract Cooperative Agreement which many have been using to purchase Laserfiche at a discounted rate. The above hyperlink will provide the Master Agreement Documents associated with Contract Number 01-158 for Laserfiche Document Management.
We would be pleased to discuss any aspect of this proposal and to provide additional information related to our proposed solution or ability to deliver. We look forward to your positive review of this proposal and to answering any questions that may arise.
Sincerely,
Jamie Dunn
Vice President of Sales
Cell: 760-419-3446
Email: [email protected]
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
ORGANIZATION CHART AND SCHEDULE
CPS’s Professional Services team lead by Joseph Mempin will assist City of Camarillo.
Joe Mempin: Manager of Professional Services Group (PSG) – Certified Laserfiche Professional Over fifteen (15) years of software programming and Laserfiche experience, including integrations and customizations of client software systems, legacy programs, and Laserfiche. Mr. Mempin has been managing the CPS team for the past ten (10) years. Previously he spent five (5) years developing application systems for Allgeier Computer (previous Laserfiche VAR).
CPS’s Development team lead by Arsene Hanssens will assist City of Camarillo.
Arsene Hanssens: Chief Technical Officer – Certified Laserfiche Professional Arsene and his team are responsible for integrations, customizations, and software development. Arsene joined the CPS team in 2006 but has been working with CPS since 2001. Arsene has Electronic Content Management System (ECMS) programming experience since 1980. Arsene worked with the development of one of the very first document page scanners “Copiscan” which was then purchased by Bell & Howell in 1985.
Our projects are managed with a focus on over preparation. Our implementations always start with a project plan and a preview of the implementation. We provide a pre-Statement of Work step which will accomplish the following:
Tom Ziencina
Chief Executive Officer
Arsene Hanssens
C.T.O – Programmer –
Laserfiche Support
Engineer
Greg Heim
V.P. – Sales –
Laserfiche Support
Engineer
Joe Mempin
V.P. Professional
Services Group –
Programmer –
Laserfiche Support
Engineer
Roland Acton
Programmer
Claude Schott
Chief Financial Officer
Danene Schott
Office Manager
Nina Escolada
Laserfiche Support
Engineer
Joseph Uyan
Laserfiche Support
Engineer
Terrence Srey
Laserfiche Support
Engineer
Jamie Dunn
V.P. – Sales –
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
1. Provide documentation on how we intend to implement the system. This will give stakeholders and end users a starting point conceptually and visually.
2. Provide a training preview. Seeing the system in action makes for better decisions.
3. Part of the project plan is a breakdown of the folder structure and naming convention of existing shared drives. This will provide insight to see if any information can be used for metadata when documents are converted into Laserfiche.
The outcome of steps 1 through 3 are the building blocks for our true Statement of Work. All modified and contended items use the following rules:
• CPS Project Manager will document the issue as soon as a change which impacts project scope, schedule, staffing, or spending is identified.
• The CPS Project Manager will review the change and determine the associated impact to the project and will forward the issue, along with recommendation, to all interested parties for review and discussion.
• If required due to lack of consensus, the Project Sponsor shall review the issue(s) and render a final decision on the approval or denial of a change. • Following an approval or denial, the CPS Project Manager will notify the original requestor of the action taken.
Finally, after some discussion regarding steps 1 through 3, we provide a Statement of Work. Our Statements of Work always come with a Warranty Period. Our warranty will guarantee that everything within the Statement of Work will work exactly as indicated as long as you are supported by CPS. During this warranty period we provide free modifications (which are considered in scope for the Statement of Work), break-fixes, and minor requests (out of scope). The warranty period also guarantees response times for issues encountered during the warranty period. Response times are usually 1 hour for business days and 4 hours for non-business days.
TRAINING
CPS has a reputation for meeting you where YOU are when it comes to training. Beginner, we got you, Expert, we can help you deepen your skillset. We’ll record the training to document it so that you can refer back. And we don’t just train the IT staff, we’ll all staff are well-versed in Laserfiche. While we’re happy to build workflows and forms for you, we can train you to do that also.
Training can be performed on-premises or remotely. Training will be done prior, during and after implementation. You will see in our chart below that taking advantage of our VIP Support option allows for unlimited training which many of our clients greatly enjoy.
CPS also has an entire webpage dedicating to training resources which is available online 24/7 and can be found at https://www.cps247.com/bpm. We are constantly updating and refining our training materials on this page as new features and requests come in.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
PROJECT APPROACH / WORK PLAN
Our projects are managed with a focus on over preparation. Our implementations always start with a project plan and a preview of the implementation. We provide a pre-Statement of Work step which will accomplish the following:
1. Provide documentation on how we intend to implement the system. This will give stakeholders and end users a starting point conceptually and visually.
2. Provide a training preview. Seeing the system in action makes for better decisions.
3. Provide statistical documentation on conversion. Part of the project plan is a breakdown of the folder structure and naming convention of existing shared drives. This will provide insight to see if any information can be used for metadata when documents are converted into Laserfiche.
The outcome of steps 1 through 3 are the building blocks for our true Statement of Work. All modified and contended items use the following rules:
• CPS Project Manager will document the issue as soon as a change which impacts project scope, schedule, staffing, or spending is identified.
• The CPS Project Manager will review the change and determine the associated impact to the project and will forward the issue, along with recommendation, to all interested parties for review and discussion.
• If required due to lack of consensus, the Project Sponsor shall review the issue(s) and render a final decision on the approval or denial of a change.
• Following an approval or denial, the CPS Project Manager will notify the original requestor of the action taken.
Finally, after some discussion regarding steps 1 through 3, we provide a Statement of Work. Our Statements of Work always come with a Warranty Period. During this warranty period we provide free modifications (which are considered in scope for the Statement of Work), break-fixes, and minor requests (out of scope). The warranty period also guarantees response times for issues encountered during the warranty period. Response times are usually 1 hour for business days and 4 hours for non-business days.
Quality control is especially important when performing a Conversion. The statistical documentation accounts for the number of documents and the metadata associated with them. CPS also provides an audit report before and after conversions. This will ensure that all content is accounted for and can be identified as “converted” or “not converted”.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
Please see below matrix for each step of the project, including required (and optional) participants to the deployment of the project.
Once the contract is signed, we will request right away to see and discuss the shared drives which are to be converted into Laserfiche. The conversion of the overall content may take up to 4-8 weeks for optimal results, the Laserfiche installation and training can be completed within a couple weeks considering that the City’s resources and team will be available during that span.
The City of Camarillo should be in full production within 3-4 months. Please see the below project chart for more details.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
X – Required
O - Optional
Staff Required
Rec Mgr
LF Admins
IT
End Users
CPS PSG
CPS Dev
CPS Sale
Project Initiation
1.0 Kick off Meeting X X X O X X
2.0 Introduction to Laserfiche – Laserfiche client training and demonstration to grasp Laserfiche functionality – Laserfiche Best practices – Retention Schedules
X X X O X
X
2.0 Software and Hardware Requirements if any with Cloud O X X X
3.0 User experience review – Questys user experience demo X O X X X
4.0 Data and Content Review X O O X X
5.0 Define Repository requirements: Taxonomy and Indexing X X O X
6.0 Project Planning – Work Plan and Statement of Work (submission and approval of SOW) X X X X X
Conversion
1.0 Results Demonstration and Review – initial conversion attempt – resolve issues and finalize requirements X O O O X
2.0 Migration from Questys to Laserfiche O O O X
3.0 Fixes O O O X X
Training
1.0 Administrator – Level I O X X X
2.0 Administrator - Workflow O X X X
3.0 End Users – Getting Started with Laserfiche X X O X X
4.0 End Users - Capture X X O X
5.0 End Users – Public Portal or Participant X X O X
Project Closeout
1.0 Closure Meeting X X O X X
2.0 Project Acceptance O X O O X X
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
SOFTWARE PRICING
Cloud Professional
Description Quantity Public Price
Laserfiche Cloud Professional User per year subscription* 10 $8,300.00 Laserfiche Participant Users 50 $6,000.00
Laserfiche Public Portal (Up to 10,000 Read Only Views/Month) 1 $4,200.00 Laserfiche Records Management Edition 1 $5,750.00
Laserfiche Vault Trusted System 1 $3,000.00
Subtotal Cloud $27,250.00*
Omnia Partners Discount $545.00
CPS One Time 5% Discount $1,362.50
Grand Total $25,342.50
*Price is locked for 5 years up to 3% Year Over Year
Included in subscription pricing are the following features:
• Workflow – Workflows provide no code automation of complex business tasks in Laserfiche using sequences of activities (pre-built, configurable automation elements) in a flow diagram format. • OCR Automated Text Extraction - Optical Character Recognition (OCR) is the process that converts an image of text into a machine-readable text format.
• Indexing – The process of assigning metadata or descriptive information to documents • Direct Share - Laserfiche's direct share allows you to share content from your Laserfiche repository with external users in a manner that is tracked and secured within Laserfiche. • Autoscaling of Computing and Storage Resources – Cloud feature which allows for optimal performance in searching for items in Laserfiche and most secure storage capabilities. • Automated Feature and Security Updates – Updates happen during non-production hours of the city and happen in the background.
• Starter Audit Trail - Auditing enables you to track activities performed in a Laserfiche Repository.
The tracked information is used to generate reports. Combined with other aspects of the Laserfiche Account Administration system, auditing not only helps to show compliance with legal regulations, but also contributes to the security of the Laserfiche Repository. • 10 Quick Fields Complete with Agent – Automates the data capture and storage tool that helps you extract information from documents, organize them, and store them in a Laserfiche repository.
Laserfiche Quick Fields Agent is an add-on to Quick Fields that enables you to schedule Quick Fields sessions and have them run unattended.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
• Workflow Bots for Process Automation - Laserfiche Bots, also known as Laserfiche Workflow Bots, use robotic process automation technology to let you easily configure software bots to automate repetitive, routine work between multiple systems.
• 100Gb storage per user – With 10 Full Users that equals 1Tb of Data • Import Agent with Email Archiving - A tool for automatically importing files into a Laserfiche repository from a Windows folder. This version features updates to the Email Archive component. • Laserfiche Scanning - Laserfiche Scanning allows you to use a scanner to capture paper documents and store them in Laserfiche. While scanning, you can perform image enhancements such as rotating or deskewing a page, generate text from the scanned documents, and store additional information about the documents along with them.
• Office Plug-in – Direct integration with the Microsoft Office Suite to easily import documents into Laserfiche.
• Integration with DocuSign, SharePoint, MS Teams, and Dynamics 365 CRM – Seamlessly send document into Laserfiche from the abovementioned applications out of the box. • Laserfiche Mobile - Laserfiche Mobile is an app (Android and Apple) that enables you to capture, upload, and securely access and work with documents inside Laserfiche while on the go. • Snapshot - Laserfiche Snapshot is a virtual printer that allows you to "print" electronic documents into your repository as image pages.
• Connector - Laserfiche Connector provides a streamlined experience for integrators. It lets you capture information from existing line of business applications and use that information to search for documents, assign metadata to entries, screenshot and save pages, scan and import documents, start workflows and Workflow business processes, open websites and applications, and write data to other applications.
• API 100,000 calls/month - The Laserfiche API is a RESTful application programming interface (API) for Laserfiche Cloud. An API is a set of functions that facilitate communication between two applications. For example, in the case of the Laserfiche API, these functions help other applications interact with the Laserfiche Cloud repository.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
Optional Modules
Description Quantity Public Price
Laserfiche Cloud Professional User per year subscription* 10 $8,300.00 Laserfiche Forms Portal (Up to 1,000 Forms Submissions) 1 $1,800.00
Professional Services
Description Quantity Public Price
Professional Service Package (40 hours)
Laserfiche configuration, consulting, and training.
1 $9,000.00
Records Management Setup ($1,600.00/Department)
Departments included are City Clerk, Public Works, Community Development, City Manager, and Finance.
5 $8,000.00
Questys Conversion 275 Gb 1 $14,000.00
Total Cloud $27,000.00
Turnkey Solution
Description Quantity Public Price
Laserfiche Cloud Software $25,342.50
Professional Services $27,000.00
VIP Support (Optional)* $11,238.00
Total Turn Key $63,580.50
*VIP Support can be downgraded to Priority or Basic upon each year renewal if requested
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
Cloud Database Specifications
With the Laserfiche cloud solution, you will not be restricted to any hardware requirements. Even with document scanners, from smart devices to multifunctional copy devices, we can get your images into Laserfiche.
Below is a diagram of the general layout of the Laserfiche AWS architecture.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
Ongoing Maintenance and Support
CPS offers 3 different levels of ongoing support and maintenance which is explained below.
Basic Priority* VIP
Annual Laserfiche Cloud Software
Including Support Package*
$26,705.00 $32,155.00 $37,943.00
*Price is locked for 5 years
Customers will receive unlimited telephone technical support and software updates automatically with a cloud system. Technical support includes unlimited email, telephone and remote access to address problems related to system configuration or performance. While guaranteed response times are dictated by the terms of the support agreement, most support calls are taken live and resolved within a single call.
All support calls are logged in a case management system and assigned priority and severity levels that will be escalated (if necessary) to the development team and what lengths are necessary to address them such as providing hotfixes or point releases of the software. All customers are granted access to the Laserfiche Support Site where an abundance of knowledgebase documents can be used to support your internal IT team and Laserfiche users.
Note: Ninety-five (95) percent of support issues taken by our team have “First Call” resolution and are usually resolved within one hour.
i. Support Contact Information
o Support services are provided directly by CPS
o Our toll-free support number: 866-661-2425
o Non-emergency support calls can be directed to ([email protected]) or via our website (http://www.cps247.com/Support/SubmitTicket.aspx)
ii. Basic Support Level
o Monday to Friday during normal business hours from 8:00AM to 5:00PM PST o Next business day guaranteed response time
o Unlimited Access to CPS Webinars
o Quarterly Newsletter
iii. Priority Support Level
o Monday to Friday during normal business hours from 7:00AM to 6:00PM PST. o 2 hours guaranteed response time
o Free remote upgrades
o Dedicated engineer
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
City of Camarillo
iv. CPS VIP Support Level
To create the least amount of burden on the IT staff, and to optimize the benefits of your Laserfiche software we recommend our VIP support package. Our VIP program offers the following:
• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST.
• 2 hours guaranteed response time
• A dedicated support engineer will serve as the primary contact for Laserfiche
• support through a direct telephone line.
• Unlimited onsite training
• Next day onsite support guaranteed if remote issue non-resolved • Unlimited onsite support
• Preventive Maintenance: 2 on-site visits per year to ensure optimum system functionality
• Preferred pricing on specific integration and development projects • Free enrollment to the Laserfiche Conference (unlimited access) • No travel cost
Development Work (configuration and customization)
Description Basic Support/Hr. Priority Support/Hr. VIP Support/Hr Workflow/eForm Design $225.00 $200.00 $175.00
Development – Conversion $275.00 $250.00 $225.00
Any other professional services $225.00 $200.00 $125.00
Customer Training
Description Basic Support/Hr. Priority Support/Hr. VIP Support/Hr.
Training $200.00 $175.00 Free - Unlimited
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
Form Approved January 2018 B-1
EXHIBIT B
KEY PERSONNEL & COMPENSATION
1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are: Jamie Dunn.
2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed: $150,000.
FEE SCHEDULE
(Complete or attached Separate Schedule)
KEY PERSONNEL:
Name Title/Position Rate (Per Hour)
Jamie Dunn VP of Sales N/A
Joe Mempin, Arsene
Hanssens, Joseph Uyan,
Terrence Srey
PSG Group VIP
Workflow/eForms Design - $175/Hr
Development/Conversion- $225/Hr
Other PSG - $125/Hr.
SUBCONSULTANTS:
Name Title/Position Rate (Per Hour)
N/A N/A N/A
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
Form Approved April 2021 C-1
EXHIBIT C
INSURANCE
1. Required Insurance. Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits (combined single)
Commercial General Liability $1,000,000 / $2,000,000 Aggregate Business Automobile Liability $1,000,000
Workers’ Compensation Sole Proprietor - Not Required
Professional Liability $1,000,000
2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross-liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City, its officers, employees and agents, and volunteers. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include both a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement, both in favor of the City, its officers, employees, agents, and volunteers.
5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of City, its officers, employees, agents, and volunteers.
6. Professional Liability (Errors & Omissions) Insurance. The professional liability insurance must cover the services to be performed under this Agreement. The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
Form Approved April 2021 C-2
through a period not less than three years after the completion of the services required under this Agreement.
7. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on- behalf” basis, with defense costs payable in addition to policy limits. There may be no cross- liability exclusion precluding coverage for claims or suits by one insured against another.
The policy must “follow form” to the underlying primary policy. Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of City. The scope of coverage provided is subject to approval of City following receipt of the required proof of insurance.
8. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City. In no event may any required insurance policy have a deductible, self- insured retention or other similar policy provision in excess of $50,000 without prior written approval by City in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City’s additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions.
9. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies. Prior to commencing any services under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by City. These certificates of insurance and endorsements must be in a form approved by the City’s legal counsel.
Consultant must maintain current certificates and endorsements on file with City during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to City by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the City with at least 30 days’ prior written notice of the applicable changes. City reserves the right to require complete, certified copies of all required insurance policies at any time.
10. Failure to Maintain Required Insurance. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f
Form Approved April 2021 C-3
11. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses.
12. Required Insurance for Subconsultants/Subcontractors. Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
13. Right to Revise Insurance Specifications. City reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change. If such change results in substantial additional cost to Consultant, the parties may renegotiate Consultant’s compensation.
14. Timely Notice of Claims. Consultant must give City prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.
Doc ID: 968ec74f6df74aad66871d53779c3218245fad5f