AGENDA
LAKE FOREST CITY COUNCIL
Regular Meeting of the City Council
Tuesday, July 1, 2025
Public Session 6:30 p.m.
City Council Chambers, 100 Civic Center Drive, Lake Forest, California NOTICE: Pursuant to Lake Forest Municipal Code Section 2.04.010, Regular Meetings of the City Council are held the First and Third Tuesday of each month at the hour of 5:30 p.m. for Closed Session matters, if required.
The Public Session of the meeting shall commence at 6:30 p.m. or as soon thereafter as possible. Special Meeting times may be held at a different time and date as listed on the Agenda.
AGENDA DOCUMENT REVIEW: The Agenda and staff reports are available on the Internet at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas and at the City Clerk’s Office, 100 Civic Center Drive, Lake Forest, California, on the Friday before the meeting on Tuesday.
AGENDA DESCRIPTION: The Agenda descriptions are intended to give notice to members of the public of a general summary of items of business to be transacted or discussed. The listed Recommended Action represents staff’s recommendation. The City Council may take any action which it deems to be appropriate on the agenda item and is not limited in any way by the recommended action.
AGENDA ON SOCIAL MEDIA: This meeting will be streamed through Facebook Live. Comments will not be taken via Facebook Live. The City provides the Facebook Live stream as an additional service to the public.
However, the City cannot guarantee that its network and/or the site will be uninterrupted. The City is not responsible for any interrupted service.
SPECIAL NOTICE REGARDING PUBLIC ACCESS TO THE MEETING AND PUBLIC COMMENT:
PUBLIC PARTICIPATION: In addition to attending in person, members of the public may access the meeting live on our website at https://www.lakeforestca.gov/en/government/meeting-agendas-and-minutes/meeting-agendas.
PUBLIC COMMENT PRIOR TO THE MEETING: Members of the public may submit email comments to [email protected]. Email comments will be uploaded to the agenda packet and made part of the official public record of the meeting and will not be read at the meeting. To ensure staff reviews all comments prior to the City Council meeting, please submit email comments no later than 5:00 p.m. the day of the meeting.
PUBLIC COMMENT: Members of the public may provide comments in-person at the meeting. Public comments will no longer be accepted remotely. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk. To ensure prompt distribution to the City Council, members of the public wishing to provide written materials to the City Council should do so prior to the start of the meeting or as close thereto as possible, as time will not be taken during the public comment period to distribute written materials to the City Council.
TRANSLATION SERVICE: Interpreters are available by request to members of the public that prefer to make their public comments in Spanish or Chinese. Requests for a translator need to be received by 8:00 a.m. the Monday before the scheduled City Council meeting. Such requests must be received via email at [email protected]
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 1 Los intérpretes están disponibles previa solicitud para el público que prefiera hacer sus comentarios públicos en español o chino. Las solicitudes de traductor deben recibirse antes de las 8:00 a. m. del lunes anterior a la reunión programada del Concejo Municipal. Dichas solicitudes deben recibirse por correo electrónico a [email protected]
如果大眾願意用西班牙語或中文發表公開評論，我們可應要求提供口譯服務。需要在預定市議會會議之前的周一
上午 8:00 之前收到翻譯請求。此類請求必須透過電子郵件收到：[email protected] Rúguǒ dàzhòng yuànyì yòng xībānyá yǔ huò zhōngwén fābiǎo gōngkāi pínglùn, wǒmen kě yīng yāoqiú tígōng k ǒuyì fúwù. Xūyào zài yùdìng shì yìhuì huìyì zhīqián de zhōuyī shàngwǔ 8:00 Zhīqián shōu dào fānyì qǐngqiú. Cǐ l èi qǐngqiú bìxū tòuguò diànzǐ yóujiàn shōu dào: [email protected] CALL TO ORDER: 6:30 p.m.
Council Members: Doug Cirbo
Mark Tettemer
Benjamin Yu
Mayor Pro Tem: Robert Pequeño
Mayor: Scott Voigts
City Manager: Debra Rose
City Attorney: Matthew E. Richardson
Acting City Clerk: Thy Merritt
PUBLIC SESSION: 6:30 p.m.
PUBLIC SESSION: At this time, the City Council will convene to consider public matters. Those wishing to address the City Council may submit a completed “Request to Speak” form to the City Clerk prior to City Council action.
INVOCATION: The Invocation will be provided by Chaplain Serena Cummins, Orange County Sheriff’s Department.
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country to be led by Boy Scout Troop #628.
PRESENTATIONS (Item Nos. 1 – 4)
1. PROCLAMATION SUPPORTING WILDFIRE AWARENESS AND
PREVENTION SEASON
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 2 RECOMMENDED ACTION: Approve a Proclamation designating Mid- Summer - Early Autumn 2025 as Wildfire Awareness and Prevention Season.
2. NEW EMPLOYEE INTRODUCTIONS
RECOMMENDED ACTION: Receive and file.
3. CITYWIDE BRANDING PROJECT
RECOMMENDED ACTION: Receive and File Presentation.
4. TASTE OF LAKE FOREST
RECOMMENDED ACTION: Receive Presentation.
PUBLIC COMMENTS
Members of the public can submit an e-comment to [email protected] . E-comments will not be read at the meeting.
Members of the public may also provide comments in-person at the meeting. Those wishing to provide comments in-person at the meeting will be asked to submit a request to speak to the City Clerk.
CONSENT CALENDAR (Item Nos. 5 – 9)
All matters listed under the Consent Calendar are considered routine and will be enacted by one vote. There will be no separate discussion of these items unless Members of the City Council, the public, or staff request specific items be removed from the Consent Calendar for separate action.
5. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES RECOMMENDED ACTION: Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.
6. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON JUNE 17, 2025
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 3 RECOMMENDED ACTION: Approve as submitted.
7. APPROVAL OF CONTRACT FOR PRINTING AND MAILING SERVICES RECOMMENDED ACTION: 1. Approve the proposed Printing & Mailing Services Agreement with Print Project Managers for a not-to-exceed amount of $433,910 for printing and mailing services. 2. Authorize the Mayor to sign and the City Clerk to attest to the Printing & Mailing Services Agreement, substantially in the form attached.
8. SECOND AMENDMENT TO THE AGREEMENT WITH ECS IMAGING, INC
FOR ELECTRONIC DOCUMENT MANAGEMENT SOFTWARE AND
SERVICES
RECOMMENDED ACTION: 1. Approve a second amendment to the agreement with ECS Imaging, Inc. for electronic document management software and services for a one-year term extension with an increase in compensation of $50,000, bringing the total not-to-exceed amount to $187,820. 2. Authorize the Mayor to sign, and the City Clerk to attest, the Second Amendment to the Agreement with ECS Imaging, Inc., substantially in the form attached.
9. THIRD AMENDMENT TO THE AGREEMENT WITH VONAGE FOR THE
CITY'S VOICE OVER IP TELEPHONE SYSTEM
RECOMMENDED ACTION: 1. Approve the Third Amendment to the Agreement with Vonage, Inc. for the City’s Voice Over IP telephone system.
2. Authorize the Mayor to execute, and the City Clerk to attest, the Third Amendment to the Agreement with Vonage Inc., substantially in the form attached.
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 4
GENERAL PLAN AMENDMENT TO REFLECT CHANGES TO THE
ORANGE COUNTY MASTER PLAN OF ARTERIAL HIGHWAYS
RECOMMENDED ACTION: 1. Find that General Plan Amendment 10-24- 5745 is not subject to the California Environmental Quality Act (CEQA) pursuant to the following sections of the State CEQA Guidelines: Section 15060 (c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment), and Section 15061(b)(3) (the activity is covered by the common sense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment). 2.
Adopt a Resolution entitled: A RESOLUTION OF THE
CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA,
APPROVING GENERAL PLAN AMENDMENT 10-24-5745, AMENDING
THE GENERAL PLAN MOBILITY NETWORK MAP (FIGURE M-1) TO
REFLECT CHANGES TO THE ORANGE COUNTY MASTER PLAN OF
ARTERIAL HIGHWAYS.
DISCUSSION/ACTION ITEMS (Item Nos. 11 – 12)
The following matters are for City Council consideration/discussion/action. Members of the public may have the opportunity to address these items if they wish to do so. Please complete the Request to Speak form and give to the City Clerk.
11. STRATEGIC PLAN QUARTERLY UPDATE
RECOMMENDED ACTION: Receive and file.
12. LEGISLATIVE AND REGULATORY MATTERS
RECOMMENDED ACTION: 1. Receive and file a report summarizing legislative and regulatory matters with the potential to impact the City of Lake Forest. 2.
Adopt policy positions recommended by staff on various
legislation with the potential to impact the City of Lake Forest.
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 5 PUBLIC HEARING(S) (Item No. 10)
Public Hearings are scheduled for a time certain of 6:30 p.m. or as soon thereafter as possible. City Council, when considering the matter scheduled for hearing, will take the following actions: 1. Open the Public Hearing. 2. Receive staff report. 3. Accept public testimony. 4. City Council comments and questions. 5. Close the Public Hearing and take appropriate action.
10. CITY COUNCIL COMMENTS
At this time, City Council Members may comment on agenda or non-agenda matters. No discussion may take place on any item not appearing on the posted agenda. Council Members may ask a question for clarification, respond to statements made or questions posed by the public, make a brief announcement, or make a brief report on his or her own activities. In addition, the City Council may refer to staff or other resources for factual information, request staff to report back at a subsequent meeting or direct staff to place a matter of business on a future agenda. No action may be taken on non-agenda matters unless authorized by law (Government Code Section 54954.2).
Council Member Cirbo:
Council Member Tettemer:
Council Member Yu:
Mayor Pro Tem Pequeño:
Mayor Voigts:
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 6
CITY MANAGER'S REPORT
At this time, the City Manager may comment on agenda and non-agenda items; and report on items of interest to the City Council and community.
ADJOURNMENT
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this Meeting, including auxiliary aids or services, you should contact the Office of the City Clerk at (949) 461-3400.
Notification 48 hours prior to the Meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting. The City Council agenda and agenda back-up materials can be obtained from the Office of the City Clerk on the Friday prior to the City Council meeting. Copies of all Agendas, Staff Reports and Supporting Materials can also be found on the City’s website – https://www.lakeforestca.gov/129/Agendas.
Agenda and agenda packets, if requested, will be made available in an appropriate alternative format to persons with a disability as required by the Americans With Disabilities Act. Copies of the agenda are provided at no cost and agenda back-up materials are available at the per page copy cost.
The City of Lake Forest mailing address is City Council Chambers, 100 Civic Center Drive, Lake Forest, California.
Phone: (949) 461-3400. FAX (949) 461-3511
CERTIFICATION: I, Thy Merritt, Acting City Clerk of the City of Lake Forest, California, hereby certify that the foregoing agenda was posted for public review at City Hall on June 26, 2025.
Thy Merritt
Acting City Clerk
July 1, 2025 LAKE FOREST CITY COUNCIL AGENDA Page 7
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: City Clerk
SUBJECT:
PROCLAMATION SUPPORTING WILDFIRE AWARENESS AND PREVENTION SEASON
RECOMMENDED ACTION(S):
Approve a Proclamation designating Mid-Summer - Early Autumn 2025 as Wildfire Awareness and Prevention Season.
EXECUTIVE SUMMARY:
Annually, the Orange County Fire Authority (“OCFA”) designates mid-summer through early autumn as “Wildfire Awareness and Prevention Season.” Persistent drought, warmer temperatures, and more severe winds have compounded threatening and devastating wildfire realities in California. OCFA’s goal is to help prevent wildfires and mitigate the threat they pose to Orange County by working collaboratively with communities to raise awareness through public education, emergency planning tools, and pre-emptive wildfire prevention strategies.
Throughout this “Wildfire Awareness and Prevention Season,” the OCFA will be widely sharing such information, empowering its communities to play an integral role in preventing wildfires.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
ATTACHMENTS:
Proclamation Supporting Wildfire Awareness and Prevention Season Initiated By: Thy Merritt, Acting City Clerk
Submitted By: Thy Merritt, Acting City Clerk
Approved By: Debra Rose, City Manager
Attachment
PROCLAIMING
MID-SUMMER – EARLY AUTUMN 2025 AS
WILDFIRE AWARENESS AND PREVENTION SEASON
WHEREAS, in 2020, California experienced a record-breaking wildfire season, with over 4 million acres burned across the state. In 2024, the state faced 8,024 wildfires that burned approximately 1,050,012 acres, reflecting a significant increase from the previous year.
WHEREAS, the recent wildfires in Los Angeles County, including the Eaton and Palisades fires in early January 2025, resulted in at least 29 fatalities and destroyed over 16,000 structures. The economic impact of these fires is profound, with estimated damages and economic losses reaching up to $250 billion.
WHEREAS, extreme fires are a growing threat to public health and safety, homes, air quality, and climate goals. Approximately 25% of California's population lives in areas identified as high or very high fire hazard severity zones. Sudden and intense wildfires may swiftly emerge, traversing vast distances and penetrating urban zones far from their origin, thereby detrimentally affecting public health and diminishing overall quality of life.
WHEREAS, every citizen has a key role in preventing destructive wildfires from occurring. Public education and up-to-date regional emergency planning are key to making our communities more resilient to the impacts of wildfire and other extreme weather events.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Lake Forest, California, does hereby proclaim the height of wildfire season, beginning in mid-summer and running through early autumn, as "Wildfire Awareness and Prevention Season" and encourages everyone to do their part to raise public awareness, take steps to protect our homes and businesses, and prevent sparking a wildfire.
___________________________
SCOTT VOIGTS
Mayor
__________________________
ROBERT PEQUEÑO
Mayor Pro Tem
__________________________
MARK TETTEMER
Council Member
__________________________
DOUG CIRBO
Council Member
__________________________
BENJAMIN YU
Council Member
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: City Manager
SUBJECT:
NEW EMPLOYEE INTRODUCTIONS
RECOMMENDED ACTION(S):
Receive and file.
EXECUTIVE SUMMARY:
Noah Lee – Recreation Supervisor, Community Center
Noah joins the City of Lake Forest as the new Full-time Recreation Supervisor in the Management Services department, overseeing the Community and Performing Arts Center. Noah started with the City as a part time recreation coordinator for the Community Center in 2022 where he coordinated both internal and external events at the facility for 2 years. Before coming to Lake Forest, Noah worked for the Community Services departments for the cities of Irvine and Fullerton after graduating with his B.S. in Kinesiology. He strives to continue growing professionally in this new opportunity and hopes to stay with the city long-term. Noah enjoys traveling with his wife and taking photos in his free time.
Xiomara Solis – Assistant Planner, Community Development Xiomara joins the City of Lake Forest as the new full-time Assistant Planner in the Planning Division. Xiomara has interned with the City of Fontana and the Southern California Association of Governments, where she worked on various municipal projects and fulfilling reporting data for the Department of Energy. Last year, Xiomara completed her master's in urban and regional planning from California State Polytechnic University-Pomona. In her free time, Xiomara enjoys spending quality time with her family.
Erin Rodriguez – Senior Communications and Marketing Analyst, Management Services
Erin brings over 17 years of municipal government experience to her role as Senior Communications and Marketing Analyst for the City of Lake Forest. She spent the majority of her career working in Parks and Recreation across Southern California and North Texas, where her enthusiasm for marketing and
public engagement shaped much of her work. Erin holds a Bachelor of Arts in Communication Studies from California State University, Long Beach, and a certification in Leadership Development for Public Agencies from California State University, Fullerton. Outside of work, she enjoys exploring new places and spending quality time with her husband and three dogs.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
ATTACHMENTS:
None.
Initiated By: Nidia Ruelas, Assistant to the City Manager Submitted By: Debra Rose, City Manager
Approved By: Debra Rose, City Manager
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: City Manager
SUBJECT:
CITYWIDE BRANDING PROJECT
RECOMMENDED ACTION(S):
Receive and File Presentation.
EXECUTIVE SUMMARY:
As part of the City’s ongoing efforts through its Strategic Economic Investment Program (“SEIP”), staff initiated a Citywide Branding Services Project to support broader economic development goals and clearly communicate the City’s unique identity. This item presents the final product of this branding effort, developed in partnership with JPW Communications, Inc. (“JPW”), based upon significant public input. The new brand will not replace the City’s logo which is prominently featured on entry monuments, park signs, and street signs.
The brand aims to solidify a unifying message that promotes the City’s unique identity and high quality of life. This branding initiative was designed to refresh the City’s brand and address key challenges:
• To reduce the confusion with other cities named “Lake Forest” located in other areas of the country.
• To adapt a City logo for modern marketing, storytelling, or digital applications.
• To develop a visual identity that appropriately reflects the City’s growth and character.
• To showcase the qualities that make Lake Forest unique and a desirable place to live.
To execute this initiative, City staff and JPW conducted a five-month research process, designed to understand community sentiment and stakeholder perspectives. Community and stakeholder engagement included four focus groups (two with residents, one with business owners, and one with staff), ten one-on-one interviews with Council Members, department heads, and community leaders, and two community pop-up events. In addition, three public surveys
were conducted targeting residents, businesses, and the general public. City Commissioners provided input during a Joint Commission Workshop.
Through the research project, several key themes and motifs emerged including a strong identity rooted in nature, a color palette of green, blue, and gold/brown, and the desire for a cohesive brand that reflects the City’s character.
The resulting brand strategy is built around the concept “A Force of Nature” with the tagline “Naturally Exceptional.” This strategy leans into Lake Forest’s natural beauty while taking a confident step forward to illustrate the City’s intentional growth. Together, the concept and tagline convey a modern, cohesive identity that supports economic development while staying true to the City’s character.
Staff recommend the City Council receive and file a presentation of the resulting City brand. Next steps include planning for the transition and implementation of the brand in the community. The rollout of the new brand will include implementation by City staff, external communication efforts, and a public education campaign to build awareness of the brand.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended action.
ATTACHMENTS:
None.
Initiated By: Nidia Ruelas, Assistant to the City Manager Submitted By: Debra Rose, City Manager
Approved By: Debra Rose, City Manager
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: Economic Development
SUBJECT:
TASTE OF LAKE FOREST
RECOMMENDED ACTION(S):
Receive Presentation.
EXECUTIVE SUMMARY:
First hosted in 2011, the Taste of Lake Forest provides a platform for local restaurants to showcase culinary offerings, fostering community engagement and celebrating the diverse flavors of Lake Forest's dining scene. From 2020 to 2023, the Taste of Lake Forest was put on hold due to the pandemic. In 2024, the event sold out with over 1,000 attendees and 100 staff and volunteers.
Cohosted by the Lake Forest Chamber of Commerce, the 2025 Taste of Lake Forest will be sponsored by Orange County (“OC”) Supervisor Donald P. Wagner and OC Parks on August 15, 2025, at Heritage Hill Historic Park, from 4:00 to 7:30 p.m. Attendees can anticipate sampling dishes from up to 28 local restaurants, enjoying a beer and wine garden, participating in opportunity drawings, and entertainment by live music from The Trip. Tickets can be purchased through the event's website: TasteofLF.com for $50 per person (aged 18 and up). As preparations for the event continue, ongoing event planning updates will be provided at forthcoming meetings.
FISCAL IMPACT:
There is no fiscal impact associated with the recommended item.
ATTACHMENTS:
None.
Initiated By: Ian McKeever, Economic Development Intern Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: City Clerk
SUBJECT:
MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
RECOMMENDED ACTION(S):
Said Ordinances and Resolutions which appear on the public agenda shall be determined to have been read by title and further reading waived.
EXECUTIVE SUMMARY:
California Government Code 36934 allows titles of ordinances and resolutions to be waived.
FISCAL IMPACT:
There is minimal fiscal impact associated with the recommended action.
ATTACHMENTS:
None.
Submitted By: Thy Merritt, Acting City Clerk
Approved By: Debra Rose, City Manager
14
MINUTES OF A REGULAR MEETING
OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST
The regular meeting of the City Council of the City of Lake Forest held Tuesday, June 17, 2025, at the Lake Forest City Council Chambers, 100 Civic Center Drive, Lake Forest, California, was called to order at 6:30 p.m. with all members present.
ROLL CALL:
Council Members:
Doug Cirbo
Mark Tettemer
Benjamin Yu
Mayor Pro Tem: Robert Pequeño
Mayor: Scott Voigts
City Manager: Debra Rose
Assistant City Attorney: HongDao Nguyen
Acting City Clerk: Thy Merritt
INVOCATION: The Invocation was provided by Dave Evans, Grace Community Church.
PLEDGE OF ALLEGIANCE: The Pledge of Allegiance to the Flag of our Country was led by Brownie and Junior Troop #2532.
PUBLIC COMMENTS:
Andrew O’Connor expressed concerns about Council Member Yu.
CONSENT CALENDAR: (Item Nos. 1 – 15)
Consent Calendar Item Nos. 2 – 4, and 14 were pulled for discussion.
MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 1, 5 – 13, and 15. The motion was carried by a vote of 5-0.
1. MOTION TO WAIVE READING OF RESOLUTIONS AND ORDINANCES
ACTION: Said Ordinances and Resolutions which appeared on the public agenda were determined to have been read by title and further reading was waived.
5. LAKE FOREST MUNICIPAL CODE AMENDMENTS RELATED TO CYBER
CAFES AND THRIFT STORES
ACTION: A second reading was conducted and an Ordinance Entitled: AN
June 17, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 2 of 6
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST,
CALIFORNIA, AMENDING VARIOUS SECTIONS OF THE LAKE FOREST MUNICIPAL CODE RELATED TO THE REGULATION OF CYBER CAFÉS AND THRIFT STORES was adopted.
6. ANNUAL RENEWED MEASURE M ("M2") ELIGIBILTY SUBMITTAL TO THE
ORANGE COUNTY TRANSPORTATION AUTHORITY
ACTION: 1. The Renewed Measure M ("M2") Seven-Year Capital Improvement Program for Fiscal Years 2025-26 through 2031-32 was approved. 2. A Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LAKE FOREST, CALIFORNIA, CONCERNING THE STATUS AND UPDATE OF THE PAVEMENT MANAGEMENT PLAN FOR THE MEASURE M ("M2") PROGRAM was adopted. 3. A Resolution entitled: A RESOLUTION OF THE
CITY COUNCIL OF THE CITY OF LAKE FOREST, CALIFORNIA,
CONCERNING THE STATUS AND UPDATE OF THE CIRCULATION
ELEMENT, AND MITIGATION FEE PROGRAM FOR THE MEASURE M ("M2") PROGRAM was adopted. 4. The Acting Director of Public Works was authorized
to forward all eligibility requirements including the approved Renewed Measure M ("M2") Seven-Year Capital Improvement Program to the Orange County Transportation Authority ("OCTA").
7. 2025 CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
IMPLEMENTATION GUIDELINES UPDATE
ACTION: A Resolution Entitled: A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF LAKE FOREST, CALIFORNIA, AMENDING AND ADOPTING
LOCAL GUIDELINES FOR IMPLEMENTING THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT (PUB. RESOURCES CODE §§ 21000 ET SEQ.) was adopted.
8. ADOPTION OF LIST OF PROJECTS FUNDED BY SENATE BILL 1: THE
ROAD REPAIR AND ACCOUNTABILITY ACT
ACTION: 1. Senate Bill 1: The Road Repair and Accountability Act Project List forms for Fiscal Year 2025-26 was approved. 2. A Resolution entitled: A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE FOREST,
CALIFORNIA, CONCERNING THE LIST OF PROJECTS FOR FISCAL YEAR 2025/26 FUNDED BY SB1: THE ROAD REPAIR AND ACCOUNTABILITY ACT was adopted. 3. The Director of Public Works was authorized to forward the Fiscal Year 2025-26 project list to the California Transportation Commission, as required under Road Repair and Accountability Act of 2017.
9. SECOND AMENDMENT TO THE AGREEMENT WITH SOFTCHOICE, INC.
FOR SUBSCRIPTION TO MICROSOFT OFFICE 365 SOFTWARE LICENSES
June 17, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 3 of 6
FOR ONE YEAR
ACTION: 1.The Second Amendment in the amount of $60,000 to Softchoice, Inc. for subscriptions to Microsoft Office 365 Suite, for a term of one year was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest, the second amendment with Softchoice, Inc., substantially in the form attached.
10. THIRD AMENDMENT TO THE AGREEMENT WITH ORANGE COUNTY
YELLOW MANAGEMENT, LLC FOR SENIOR TAXI TRANSPORTATION
SERVICES
ACTION: 1. The Third Amendment to the Agreement to Orange County Yellow Management, LLC with a compensation amount of $275,543.62 for Senior Taxi Transportation Services was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest, the Third Amendment to the Agreement with Orange County Yellow Management, LLC., substantially in the form attached.
11. AMENDMENT TO AGREEMENT WITH PET ADOPTION CENTER OF
ORANGE COUNTY
ACTION: 1. The proposed First Amendment to the Agreement with the Pet Adoption Center of Orange County was approved. 2. The Mayor was authorized to sign and the City Clerk to attest the First Amendment to the Agreement with the Pet Adoption Center of Orange County, substantially in the form attached.
12. TRAUMA INTERVENTION SERVICES AGREEMENT
ACTION: 1. A three-year Professional Consultant Services Agreement with a compensation amount not-to-exceed $32,658 was awarded to Trauma Intervention Program, Inc., for support services to victims of traumatic events. 2.
The Mayor was authorized to sign, and the Interim City Clerk to attest, the Agreement with Trauma Intervention Program, Inc., substantially in the form attached.
13. SECOND AMENDEMENT TO THE AGREEMENT WITH CONVERGINT
TECHNOLOIGIES, LLC FOR CCTV MAINTENANCE SERVICES
ACTION: 1. The Second Amendment to the Agreement with Convergint Technologies, LLC, for CCTV Maintenance for Fiscal Year 2025-26 was approved. 2. The Mayor was authorized to sign, and the City Clerk to attest, the award of contract to Convergint Technologies, LLC, substantially in the form attached.
15. APPROVAL OF FIRST AMENDMENT TO SUBDIVISION IMPROVEMENT AGREEMENT FOR TRACT NO. 19124
June 17, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 4 of 6
ACTION: 1. The First Amendment to the Subdivision Improvement Agreement for Completion of Public/Private Improvements for Tract No. 19124 was approved. 2. The Mayor was authorized to sign, and Clerk to Attest, the First Amendment to the Subdivision Improvement Agreement.
ITEMS PULLED FOR DISCUSSION: (Item Nos. 2 – 4, and 14)
MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to approve Consent Calendar Item Nos. 2 – 4, and 14. The motion was carried by a vote of 5-0.
2. MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL HELD ON JUNE 3, 2025
Andrew O’Connor offered public comment and expressed concerns with the costs of the video conference project.
ACTION: The minutes were approved as submitted.
3. CERTIFICATION OF WARRANT REGISTER
Andrew O’Connor offered public comment and expressed concerns with various program costs.
ACTION: The warrant register in the amount of $ 6,866,378.12 was approved.
4. ADOPTION OF THE 2025 LOCAL RESPONSIBILITY AREA FIRE HAZARD
SEVERITY ZONES MAP
Andrew O’Connor offered public comment and expressed concerns with fire mitigation strategies. Marcel Louis XIV offered public comment and expressed concerns with fire mitigation strategies.
ACTION: A second reading was conducted and an Ordinance entitled: AN
ORDINANCE OF THE CITY COUNCIL OF LAKE FOREST, CALIFORNIA
DESIGNATING FIRE HAZARD SEVERITY ZONES WITHIN THE CITY OF LAKE FOREST AS REQUIRED BY GOVERNMENT CODE § 51179, BASED
ON MAPS PROVIDED BY THE CALIFORNIA DEPARTMENT OF FORESTRY AND FIRE PROTECTION, REPEALING ORDINANCE NO. 239, AND
DETERMINING THE ORDINANCE TO BE EXEMPT FROM CEQA was
adopted.
14. AWARD OF CONTRACT FOR CIVIC CENTER CUSTODIAL AND JANITORIAL
SERVICES
June 17, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 5 of 6
Andrew O’Connor offered public comment and expressed concerns with the costs of the agreement.
ACTION: 1. An Agreement for Maintenance Services in the amount of $1,182,092 was awarded to Crown Facility Solutions for Civic Center Custodial and Janitorial Services. 2. The Mayor was authorized to sign, and the City Clerk to attest, the award of contract to Crown Facility Solutions, substantially in the form attached.
DISCUSSION/ACTION ITEMS: (Item Nos. 16 – 17)
16. LAKE FOREST CHAMBER OF COMMERCE CONTRACTUAL SERVICES
AGREEMENT
City Manager Rose introduced this item and invited Economic Development/Housing Manager Grijalva to provide a presentation. Board Chairman for the Lake Forest Chamber of Commerce Steve Smith offered public comment and expressed gratitude for the working relationship between the Chamber and the City. Council questions were asked and answered.
MOTION: It was moved by Mayor Pro Tem Pequeño, seconded by Council Member Yu, to: 1. Approve a Contractual Services Agreement between the City of Lake Forest and Lake Forest Chamber of Commerce for Business Development and Attraction Services for Fiscal Year 2025-26 and 2026-27. 2.
Authorize the Mayor to sign, and the City Clerk to attest, the Contractual Services Agreement between the City and the Lake Forest Chamber of Commerce. The motion was carried by a vote of 5-0.
17. LAKE FOREST TRANSPORTATION MITIGATION PROGRAM FIVE-YEAR REVIEW
City Manager Rose introduced this item and invited Traffic Engineering Manager Tran to provide a presentation. Andrew O’Connor offered public comment and expressed concerns with the costs of the projects. Council questions were asked and answered.
MOTION: It was moved by Council Member Yu, seconded by Mayor Pro Tem Pequeño, to: 1. Approve alternative improvements for the following Lake Forest Transportation Mitigation Program intersection projects: a. Los Alisos Boulevard and Rockfield Improvement Project. b. Lake Forest Drive and Rockfield Improvement Project. c. Lake Forest Drive and I-5/Avenida de la Carlota Improvement Project. 2. Approve the removal of the Bake and Rockfield Improvement Project from the Lake Forest Transportation Mitigation Pro gram. 3.
Approve the adjusted project cost estimates for the remaining Lake Forest Transportation Mitigation Program projects and revised Lake Forest
June 17, 2025 LAKE FOREST CITY COUNCIL MEETING MINUTES Page 6 of 6
Transportation Mitigation Program Fee Schedule. 4. Approve the Lake Forest Transportation Mitigation Program Five-Year Update. The motion was carried by a vote of 5-0.
CITY MANAGER'S REPORT: City Manager Rose had nothing further to report.
CITY COUNCIL COMMENTS:
Council Member Cirbo:
Council Member Cirbo reported on his attendance at
the Association of California Cities – Orange County
Annual Hub Awards ceremony.
Council Member Tettemer:
Council Member Tettemer reported on his attendance
at the Association of California Cities – Orange
County Annual Hub Awards ceremony.
Council Member Yu:
Council Member Yu reported on his attendance at the
Association of California Cities – Orange County
Annual Hub Awards ceremony.
Mayor Pro Tem Pequeño:
Mayor Pro Tem Pequeño requested consensus to
place on the agenda an item to review the Planning
Commission’s decision on Use Permit 11-24-5754
establishing a massage parlor. He received
consensus from Council Members Cirbo, Tettemer,
and Yu. He reported on his officiating a wedding at the Civic Center.
Mayor Voigts:
Mayor Voigts reported on his attendance at the
Orange County Sheriff’s Department’s Medal of Valor
event, the Orange County Fire Authority Best and
Bravest event, and reminded everyone about the 2nd
Annual Multicultural Festival on June 28.
ADJOURNMENT: The Regular Meeting of the City Council was adjourned at 7:30 p.m.
Respectfully submitted:
APPROVED:
THY MERRITT SCOTT VOIGTS
ACTING CITY CLERK MAYOR
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/01/2025
DEPARTMENT: Management Services
SUBJECT:
AWARD OF CONTRACT FOR PRINTING AND MAILING SERVICES
RECOMMENDED ACTION(S):
1. Approve the proposed Printing & Mailing Services Agreement with Print Project Managers for a not-to-exceed amount of $433,910 for printing and mailing services.
2. Authorize the Mayor to sign and the City Clerk to attest to the Printing & Mailing Services Agreement, substantially in the form attached.
EXECUTIVE SUMMARY:
The City relies on a contractor to print and mail The Leaflet, In Business, and other materials for Management Services, Economic Development, and other City departments. The Request for Bids process identified Print Project Managers as the lowest bidder for the City‘s Printing and Mailing Services. Staff recommends the City Council approve a three-year Printing and Mailing Services Agreement with Print Project Managers with a $433,910 compensation amount (“Agreement”) (Attachment 1). Staff checked several references provided by Print Project Managers that yielded favorable responses (Attachment 2). Funding to print The Leaflet, In Business, and any other necessary projects are included in the 2025-2027 Operating Budget.
BACKGROUND:
The 2025 Community Satisfaction Study (“Study”) found The Leaflet continues to be the most frequently cited source for Lake Forest news and information among residents and a top-two source among businesses. The Study reflected a statistically significant increase in mentions by residents in the 2025 survey (+7%). Residents also reported an increase for Leisure Times/Recreation Guide (+4%), which provides information about special activities and class offerings. The quarterly publication is mailed to 35,511 homes and businesses.
As the biennial survey shows, residents and other stakeholders rely on The Leaflet, Recreation Guide, and In Business for critical City information. Printing and mailing City materials to residents and businesses meets two of the City’s three Strategic Plan Priority Areas:
1. Informed – Transparency about decision making and government performance cultivates public trust.
2. Engaged – Outreach, creative events, and programs inspire connection and participation between residents, businesses, and City government.
DISCUSSION:
The City requested bids for the Printing and Mail Services through the OpenGov platform on February 24, 2025. The window for submitting bids closed on March 19, 2025.
The Scope of Work requested that firms submit bids specific to each potential product the City may request, such as a 44-page, 48-page, 52-page, and 56- page edition of The Leaflet and Recreation Guide. The costs of the Economic Division’s publication, In Business, and various City pamphlets and postcards are also included, along with mailing preparation costs.
Five companies submitted bids, with Print Project Managers of Rancho Cordova, California submitting the lowest bid. This information is provided in Table 1 below.
Table 1: Summary of Bids Received
Company Bid for All Products Combined
Print Project Managers $116,395.00
The Dot Printer Inc. $128,011.17
Advantage Printing and Mailing, LLC $132,694.21
Metro Mailing Service Inc. $149,550.09
Pro Document Services Inc. $183,769.79
Print Project Managers received positive references, which included other public agencies (Attachment 2).
The size of The Leaflet and Recreation Guide varies edition-to-edition, primarily based on the number of Community Services class offerings. To determine the contract value, staff relied on the price for the highest potential number of pages (52) and multiplied that cost by four for each year in the agreement. The same process was used for each potential print product.
Staff determined the proposed compensation amount of $433,910 will be sufficient to fund the planned printing projects, along with any specific project- related products necessary throughout the life of the contract.
FISCAL IMPACT:
The proposed Agreement with Print Project Management includes a three-year term and a $433,910 compensation amount. Sufficient funding has been included in the 2025-2027 Operating Budget to cover the costs of the recommendation action.
ATTACHMENTS:
1. Proposed Agreement with Print Project Managers
2. References for Print Project Managers
Initiated By: Jonathan Volzke, Communications and Marketing Manager Submitted By: Sean McGovern, Deputy City Manager
Approved By: Debra Rose, City Manager
Attachment 1
PRINTING AND MAILING SERVICES
City of Lake Forest
100 Civic Center Dr.
Lake Forest, CA 92630
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
City of Lake Forest
undefined
Printing and Mailing Services
I. PARTIES AND DATE. ................................ ................................ ..............
II. RECITALS. ................................ ................................ ..............................
III. TERMS................................. ................................ ................................ ..
IV. SIGNATURES. ................................ ................................ ........................
V. EXHIBIT "A" SCOPE OF SERVICES ................................ ...........................
VI. EXHIBIT "B" - SCHEDULE OF SERVICES ................................ ..................
VII. EXHIBIT "C" - COMPENSATION ................................ ..............................
VIII. EXHIBIT "D" - INSURANCE REQUIREMENTS ................................ ...........
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
3 1. PARTIES AND DATE.
This Agreement for Printing and Mailing Services for City Publications("Agreement") [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and PRINT PROJECT MANAGERS, a CorporationCorporation (Inc.) , with its principal place of business at 11285 Sunrise Gold Circle STE D , Rancho Cordova, CA 95742-6548 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
4 2. RECITALS.
2.1. Contractor.
Contractor desires to perform and assume responsibility for the provision of certain printing and mailing services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing printing and mailing services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2. Incorporation of Documents.
If applicable, this Agreement includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: Notice Inviting Proposals, Request for Proposals, and Contractor’s Proposal.
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Title: Printing and Mailing Services
5 3. TERMS.
3.1. Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services and advice on various issues affecting the decisions of City regarding the Project and on other programs and matters affecting City (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 20, 2025 to July 19, 2028, unless earlier terminated as provided herein. No optional one-year extension(s). Consultant shall complete the Services within the term of this Agreement.
3.2. Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee of City. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees or agents, except as set forth in this Agreement. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services.
(a) Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the skilled personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
(b) Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
6 non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Contractor to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence and experience upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of City. The key personnel for performance of this Agreement are as follows: N/A.
3.2.5 City's Representative. The City hereby designates Sean McGovern, Deputy City Manager, or his or her designee, to act as its representative for the performance of this Agreement (“City's Representative”). City's Representative shall have the power to act on behalf of City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than City's Representative or his or her designee .
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
7 3.2.6 Contractor's Representative. Consultant hereby designates Chris Cate, President, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor's Representative”). Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein, and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor’s errors and omissions.. Any employee of Contractor or its subcontractors who is determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to City, shall be promptly removed from the Project by Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. (a) Labor Code Compliance; Audit Rights. City shall have the right to audit Contractor’s compliance with this Agreement and California Labor laws with respect to Contractor’s personnel, including, but not limited to, Contractor’s compliance with Sections 3.2.1,
3.2.10, and 3.6. Upon City’s request, Contractor shall provide within five (5) business days documents sufficient to demonstrate its compliance with this Agreement including, Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
8 but not limited to, W4s, itemized wage statements, employee handbooks, and time cards for any of Contractor’s personnel who provide the Services.
3.2.10 Insurance.
(a) Time for Compliance. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to City that the subcontractor has secured all insurance required under this section. (b) Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, Contractor in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.
(1) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as the latest version of the Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another. (2) Workers' Compensation and Employer’s Liability: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (c) Endorsements
(1) The policy or policies of insurance required by Section 3.2.11(b) (i) Commercial General Liability shall be endorsed to provide the following:
o (1) Additional Insured: City, its officials, officers, employees and agents shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Endorsements shall be issued on a combination of ISO CG 20 10 and CG 20 37 or exact equivalents. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
9 exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the Agreement. o (2) Primary Insurance and Non-Contributing Insurance: This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees and agents shall not contribute with this primary insurance.
o (3) Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby. o (4) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City except ten (10) days prior written notice shall be allowed for non-payment of premium.
o (5) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees and agents.
o (6) Duties: Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officials, officers, employees and agents. o (7) Applicability: That the coverage provided therein shall apply to the obligations assumed by Contractor under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
(2) The policy or policies of insurance required by Section 3.2.11(b) (iii) Workers' Compensation shall be endorsed, as follows:
o (1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees and agents.
o (2) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City except ten (10) days prior written notice shall be allowed for non-payment of premium.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
10 (d) Deductible. Any deductible or self-insured retention must be approved in writing by City and shall protect the City, its officials, officers, employees and agents in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self- insured retention.
(e) Evidence of Insurance. Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
(f) Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to City. City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Agreement.
In the event that Contractor's operations are suspended for failure to maintain required insurance coverage, Contractor shall not be entitled to an extension of time for completion of the work because of production lost during suspension.
(g) Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A-:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
(h) Insurance for Subcontractors. Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding City as an Additional Insured to the subcontractor's policies.
3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, Contractor shall at all times be in compliance with Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
11 all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3. Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation shall not exceed FOUR HUNDRED THIRTY-THREE THOUSAND NINE HUNDRED TEN DOLLARS AND ZERO CENTS ($433,910.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.
3.4. Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
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12 3.5. General Provisions.
3.5.1 Termination of Agreement.
(a) Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
(b) Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
(c) Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Contractor: PRINT PROJECT MANAGERS
11285 Sunrise Gold Circle STE D
Rancho Cordova, CA 95742-6548
ATTN: Chris Cate, President
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.4 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
13 3.5.5 Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, subconsultants and subcontractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all damages, attorneys’ fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs, including reasonable attorneys’ fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City or its officials, officers, employees, agents or volunteers. This Section 3.5.5 shall survive any expiration or termination of this Agreement.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be supplemented, amended or modified by a writing signed by both Parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.9 City's Right to Employ Other Contractors. City reserves the right to employ other Contractors in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
14 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
15 3.5.22 Employment Adverse to City. Contractor shall notify City, and shall obtain City’s written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.
3.5.23 Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee’s regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City’s payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.
3.5.24 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination.
3.6 Independent Contractors and Subcontracting
3.6.1 Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.6.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor’s behalf are Contractor’s employees, and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
3.6.2 Prior Approval Required. Contractor shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Contractor to use a Subcontractor, Contractor shall enter into a written agreement with the Subcontractor, which must include all applicable provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
16 4. SIGNATURES.
4.1. SIGNATURES.
CITY OF LAKE FOREST PRINT PROJECT MANAGERS
By: [AUTHORIZED CITY SIGNATURE]
Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]
Gregory Curits
Chairman of the Board
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:
By: [CITY CLERK SIGNATURE]
Thy Merritt
City Clerk
By: [VENDOR SIGNATURE 2]
Chris Cate
Other (Additional Documentation Required)
APPROVED AS TO FORM:
By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJEC
T MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
17 4.2. Scope of Work
NEWSLETTER PRINTING AND MAILING
Article 1. General Specifications
The City of Lake Forest requires Newsletter Printing and Mailing for City publications identified herein as (1) The Leaflet magazine and Recreation Guide and (2) In Business. Samples of The Leaflet and Recreation Guide are available at www.lakeforestca.gov/publications and the In Business newsletter can be found at www.lakeforestbusiness.com. The City also seeks bids for an informational brochure, as well as informational postcards.
1.1 Publication Format
The Leaflet and Recreation Guide is published quarterly and mailed to 35,420 Lake Forest homes and businesses. An additional 200 are currently split between deliveries at the Lake Forest Civic Center and Lake Forest Sports Park and Recreation Center. The total print run is 35,620, although the City wishes to increase that to 35,800, with the non-mailed copies delivered to the City. The publication can vary from 44, 48, 52, or 56 pages, plus cover. The publication is bound by two stitches.
The in Business newsletter is six panels total, in a tri-fold format. The informational brochure is printed annually and would be eight, 10, or 12 pages (8.5 x 11) printed on 80# gloss. The total print run is 3,600, with 3,227 mailed to Lake Forest businesses and the remaining delivered to the Lake Forest Civic Center.
1.2 Publication Process and Deadlines
The City’s graphic designer provides a digital file to the printing/mailing Consultant, which is to be uploaded electronically via a File Transfer Protocol (“FTP”) site. The City or the graphic designer will communicate the successful file transfer via email to the Consultant and in all instances the Consultant shall acknowledge receipt of the digital file. The Consultant shall furnish all equipment, labor and materials necessary to print and deliver each newsletter within 14 (fourteen) days (including weekends and holidays) from receipt of the digital file. The equipment must be compatible with industry standard software. Consultant shall include a line-item price for city-requested changes/corrections up to and including the proofing stage in the Bid Form.
Time is of the essence to meet the promised delivery date. Delivery of the finished product is critical and must be accomplished within 14 (fourteen) working days (including weekends and holidays) from the time the digital file is given to the Consultant via FTP site. Starting date for delivery will begin when the digital file is uploaded to the firm’s FTP site and notification is provided to the firm via email.
Newsletter delivery will be considered completed when all necessary publications are delivered to the post offices and City recreation centers, as designated by the City, which may include the Irvine and Rancho Santa Margarita Post Offices and the Lake Forest Civic Center and Sports Park Recreation Center.
1.3 Delivery Costs
Consultant shall deliver publication(s) to the designated mailer or Post Office in an expedient manner as publication(s) are date/time sensitive. All delivery costs should be included in the bid line items and no separate and/or additional delivery charges incurred for the performance of the Services.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
18 Article 2. Detailed Specifications
2.1 Project 1: City Newsletters (Leaflet and Recreation Guide, In Business)
2.1.1 Publication Schedule and Production:
Consultant shall print and mail a minimum of four (4) editions of The Leaflet magazine and Recreation Guide per year to all mailing addresses in Lake Forest, Portola Hills, and Foothill Ranch, according to the following schedule:
Publication Name Page Length Issues Per Year
The Leaflet Up to 56 pages plus cover 4 issues, quarterly In Business 6 panels 1 issue annually
2.1.2 The Leaflet and Recreation Guide
2.1.2.1 The Leaflet and Recreation Guide shall be printed and mailed four (4) times per year, quarterly. The Communications and Marketing Division will issue a production schedule with specific deadlines in advance of each Leaflet edition.
Leaflet Edition Approximate Publish Date
Summer Beginning to Mid-March
Fall Beginning to Mid-July
Winter Beginning to Mid-October
Spring Beginning to Mid-January
2.1.2.2 Leaflet and Recreation Guide Specifications
Size Flat: 11” x 17” or 10.875” x 16.75”
Finished: 8.375” x 10.875”
4-Page Cover: 10# Gloss or similar
Interior Pages: 60# Gloss or similar
Binding: Saddle stitch
Ink: 4/4 Color All Pages or similar
2.1.3 In Business newsletter
2.1.3.1 The City will publish one issue of the “In Business” newsletter during the year. The publication schedule is undetermined at this time. The print run will total 3,600 copies. Of that Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
19 3,600, 3,240 must be addressed, sorted and delivered to the Post Office. The remainder is delivered to the Lake Forest Civic Center.
2.1.3.2 In Business Specification: The In Business newsletter will be 6 (six) panels, trifold.
Size Flat: 11” x 25 ½” or 10.875” x 23.375” (6 panels)
Finished: 8.5” x 10.875”
Paper: 80# Opus gloss book recycled
Binding:
Ink: 6 panels full color bleed for the newsletter
4/4=4 color process, two sides
2.2 Project 2: City Brochure
The City may prepare a brochure for (non-mail) distribution to residents. The informational brochure would be 4 or 8 pages (8.5 x 11) folded with an 80# cover and pages. Please provide bids for printing lots of 5,000 and 10,000.
2.3 Project 4: City Postcards
The City may prepare community postcards on an as-needed basis. The postcards would be 4/4 color, on 100# book stock. Please provide bids for printing lots of 5,000, 10,000, 25,000, and 35,000.
2.4 Quantities
2.4.1 The quantities included in the Bid Form are estimates only for purposes of comparing bids. The City anticipates that not less than 35,713 copies will be required for the Leaflet and Recreation Guide.
The City anticipates that for business publications, not less than 3,600 copies will be required since these publications are only mailed to Lake Forest businesses. Copies of the Leaflet and Recreation Guide not delivered to the designated post offices (i.e., Irvine and Rancho Santa Margarita Post Offices) serving postal customers in Lake Forest, Foothill Ranch, and Portola Hills, shall be delivered to Lake Forest City Civic Center and to the Sports Park and Recreation Center. Copies of the In Business that are not delivered shall be delivered to Lake Forest City Civic Center.
2.4.2 Any increase or decrease in the required copies will be paid for at the pre-determined rate set forth in the Bid Schedule.
2.4.3 The City reserves the right to change the quantities, number of pages, or take any other action which would be in the best interest of the City.
Article 3. General Specifications
3.1 Mailing House
Copies to be prepared for delivery to the Irvine and Rancho Santa Margarita Post Offices by Carrier Route Sorting. Consultant is responsible for maintaining and updating a Carrier Route sortation list every six (6) months. In addition, Consultant must provide an updated Carrier Route database list to Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
20 the City one week prior to the publishing date. City shall review and approve the database and address any discrepancies with the Consultant.
The City will provide a mailing list of Lake Forest business addresses for the In Business publication.
3.2 Liquidated Damages
In the event of late delivery of the finished product to the U.S. Post Offices by the required due date, Consultant is responsible for liquidated damages that will be deducted from the Consultant’s final payment according to the following schedule below. The Consultant will not be responsible for delays due to an Act of God.
Business Days Late Total Amount Deducted from Invoice
1 day 2%
2 days 4%
3 days 6%
4 days 8%
5 days or more 10% plus 4% each day over 5
3.3 Reports
Consultant shall electronically provide completed Postal Reports Form 3607 Mailing Transaction Receipt to the City within two (2) working days of delivery.
3.4 Delivery Deadline
Completed Leaflet and Recreation Guide magazines must be delivered to every Lake Forest, Foothill Ranch and Portola Hills’ postal customer. Consultant is required to ensure compliance with all postal regulations. Consultant assumes responsibility for delivery to Irvine and Rancho Santa Margarita Post Offices and Lake Forest Civic Center. The newsletter shall be delivered no later than fourteen (14) working days from receipt of the digital file. The newsletters are considered delivered when received in appropriate sorts/bundles at all necessary Post Offices and Lake Forest Civic Center and Sports Park Recreation Center.
3.5 Postage
The City is responsible for the cost of postage and will ensure sufficient funds for mailing are available in the City’s permit (104) account.
3.6 Proofs
Consultant shall furnish and deliver two (2) matchprint proofs to be approved before printing within five (5) business days once the digital file is uploaded to the FTP site. One proof will be checked for color quality of camera work/linework, etc. The second proof will be reviewed for organization. Each proof will contain an approval slip. The City will authorize final approval within one business day following receipt of the matchprint proofs. The City reserves the right to print with no changes, print with changes, or require a new proof. Approval by the City of the matchprint proofs constitute acceptance of the job as it stands. Consultant must pick up proofs upon City final approval.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
21 The Consultant shall provide the City a proof of all corrections requested by City prior to final printing.
The final proof of corrections may be in .pdf form, with agreement on a case-by-case basis.
3.7 Graphic Design
All work is to be coordinated with the City’s graphic designer or designated representative. The graphic designer shall provide camera-ready art for printing.
3.8 Artwork
The City will provide all artwork as InDesign or other compatible files.
3.9 Paper
All paper quality changes shall be approved by the City in writing, prior to printing.
3.10 Heatset Web Offset Printing or Qualitive Equivalent Consultant shall use a heatset web offset printing process in which ink is dried rapidly by forced-air heating, a sheet fed offset printing process, or other qualitive equivalent. The type of equipment to be used must be specified in the bid.
3.11 Mandatory Pre-Job Meeting
A mandatory pre-job meeting will be held to discuss deadlines and other requirements as set forth by these specifications. This meeting may be by telephone, virtually via Microsoft Teams, or email.
3.12 Quality Control
Consultant shall ensure reasonable standards of quality control when printing the publications. The areas requiring process inspections must include but are not limited to color dryness registrations and ink damage due to incomplete dryness. These areas identified and other areas will be discussed with the Project Manager and/or designated representatives. Penalty negotiations will be required to reach agreement.
3.13 Primary and Secondary Back-Up Equipment
In addition to the primary piece of equipment for production of the newsletters, Consultant shall have two (2) presses located at its site capable of producing the newsletter. This assures the City of a reliable source in the event of an equipment malfunction.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
22 5. EXHIBIT "A" SCOPE OF SERVICES
5.1. EXHIBIT "A" SCOPE OF SERVICES
Consultant shall provide the following Printing and Mailing Services for City Publications professional consulting services relative to the City's TBD project.
5.2. Scope of Work
NEWSLETTER PRINTING AND MAILING
Article 1. General Specifications
The City of Lake Forest requires Newsletter Printing and Mailing for City publications identified herein as (1) The Leaflet magazine and Recreation Guide and (2) In Business. Samples of The Leaflet and Recreation Guide are available at www.lakeforestca.gov/publications and the In Business newsletter can be found at www.lakeforestbusiness.com. The City also seeks bids for an informational brochure, as well as informational postcards.
1.1 Publication Format
The Leaflet and Recreation Guide is published quarterly and mailed to 35,420 Lake Forest homes and businesses. An additional 200 are currently split between deliveries at the Lake Forest Civic Center and Lake Forest Sports Park and Recreation Center. The total print run is 35,620, although the City wishes to increase that to 35,800, with the non-mailed copies delivered to the City. The publication can vary from 44, 48, 52, or 56 pages, plus cover. The publication is bound by two stitches.
The in Business newsletter is six panels total, in a tri-fold format. The informational brochure is printed annually and would be eight, 10, or 12 pages (8.5 x 11) printed on 80# gloss. The total print run is 3,600, with 3,227 mailed to Lake Forest businesses and the remaining delivered to the Lake Forest Civic Center.
1.2 Publication Process and Deadlines
The City’s graphic designer provides a digital file to the printing/mailing Consultant, which is to be uploaded electronically via a File Transfer Protocol (“FTP”) site. The City or the graphic designer will communicate the successful file transfer via email to the Consultant and in all instances the Consultant shall acknowledge receipt of the digital file. The Consultant shall furnish all equipment, labor and materials necessary to print and deliver each newsletter within 14 (fourteen) days (including weekends and holidays) from receipt of the digital file. The equipment must be compatible with industry standard software. Consultant shall include a line-item price for city-requested changes/corrections up to and including the proofing stage in the Bid Form.
Time is of the essence to meet the promised delivery date. Delivery of the finished product is critical and must be accomplished within 14 (fourteen) working days (including weekends and holidays) from the time the digital file is given to the Consultant via FTP site. Starting date for delivery will begin when the digital file is uploaded to the firm’s FTP site and notification is provided to the firm via email.
Newsletter delivery will be considered completed when all necessary publications are delivered to the post offices and City recreation centers, as designated by the City, which may include the Irvine and Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
23 Rancho Santa Margarita Post Offices and the Lake Forest Civic Center and Sports Park Recreation Center.
1.3 Delivery Costs
Consultant shall deliver publication(s) to the designated mailer or Post Office in an expedient manner as publication(s) are date/time sensitive. All delivery costs should be included in the bid line items and no separate and/or additional delivery charges incurred for the performance of the Services.
Article 2. Detailed Specifications
2.1 Project 1: City Newsletters (Leaflet and Recreation Guide, In Business)
2.1.1 Publication Schedule and Production:
Consultant shall print and mail a minimum of four (4) editions of The Leaflet magazine and Recreation Guide per year to all mailing addresses in Lake Forest, Portola Hills, and Foothill Ranch, according to the following schedule:
Publication Name Page Length Issues Per Year
The Leaflet Up to 56 pages plus cover 4 issues, quarterly In Business 6 panels 1 issue annually
2.1.2 The Leaflet and Recreation Guide
2.1.2.1 The Leaflet and Recreation Guide shall be printed and mailed four (4) times per year, quarterly. The Communications and Marketing Division will issue a production schedule with specific deadlines in advance of each Leaflet edition.
Leaflet Edition Approximate Publish Date
Summer Beginning to Mid-March
Fall Beginning to Mid-July
Winter Beginning to Mid-October
Spring Beginning to Mid-January
2.1.2.2 Leaflet and Recreation Guide Specifications
Size Flat: 11” x 17” or 10.875” x 16.75”
Finished: 8.375” x 10.875”
4-Page Cover: 10# Gloss or similar
Interior Pages: 60# Gloss or similar
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
24 Binding: Saddle stitch
Ink: 4/4 Color All Pages or similar
2.1.3 In Business newsletter
2.1.3.1 The City will publish one issue of the “In Business” newsletter during the year. The publication schedule is undetermined at this time. The print run will total 3,600 copies. Of that 3,600, 3,240 must be addressed, sorted and delivered to the Post Office. The remainder is delivered to the Lake Forest Civic Center.
2.1.3.2 In Business Specification: The In Business newsletter will be 6 (six) panels, trifold.
Size Flat: 11” x 25 ½” or 10.875” x 23.375” (6 panels)
Finished: 8.5” x 10.875”
Paper: 80# Opus gloss book recycled
Binding:
Ink: 6 panels full color bleed for the newsletter
4/4=4 color process, two sides
2.2 Project 2: City Brochure
The City may prepare a brochure for (non-mail) distribution to residents. The informational brochure would be 4 or 8 pages (8.5 x 11) folded with an 80# cover and pages. Please provide bids for printing lots of 5,000 and 10,000.
2.3 Project 4: City Postcards
The City may prepare community postcards on an as-needed basis. The postcards would be 4/4 color, on 100# book stock. Please provide bids for printing lots of 5,000, 10,000, 25,000, and 35,000.
2.4 Quantities
2.4.1 The quantities included in the Bid Form are estimates only for purposes of comparing bids. The City anticipates that not less than 35,713 copies will be required for the Leaflet and Recreation Guide.
The City anticipates that for business publications, not less than 3,600 copies will be required since these publications are only mailed to Lake Forest businesses. Copies of the Leaflet and Recreation Guide not delivered to the designated post offices (i.e., Irvine and Rancho Santa Margarita Post Offices) serving postal customers in Lake Forest, Foothill Ranch, and Portola Hills, shall be delivered to Lake Forest City Civic Center and to the Sports Park and Recreation Center. Copies of the In Business that are not delivered shall be delivered to Lake Forest City Civic Center.
2.4.2 Any increase or decrease in the required copies will be paid for at the pre-determined rate set forth in the Bid Schedule.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
25 2.4.3 The City reserves the right to change the quantities, number of pages, or take any other action which would be in the best interest of the City.
Article 3. General Specifications
3.1 Mailing House
Copies to be prepared for delivery to the Irvine and Rancho Santa Margarita Post Offices by Carrier Route Sorting. Consultant is responsible for maintaining and updating a Carrier Route sortation list every six (6) months. In addition, Consultant must provide an updated Carrier Route database list to the City one week prior to the publishing date. City shall review and approve the database and address any discrepancies with the Consultant.
The City will provide a mailing list of Lake Forest business addresses for the In Business publication.
3.2 Liquidated Damages
In the event of late delivery of the finished product to the U.S. Post Offices by the required due date, Consultant is responsible for liquidated damages that will be deducted from the Consultant’s final payment according to the following schedule below. The Consultant will not be responsible for delays due to an Act of God.
Business Days Late Total Amount Deducted from Invoice
1 day 2%
2 days 4%
3 days 6%
4 days 8%
5 days or more 10% plus 4% each day over 5
3.3 Reports
Consultant shall electronically provide completed Postal Reports Form 3607 Mailing Transaction Receipt to the City within two (2) working days of delivery.
3.4 Delivery Deadline
Completed Leaflet and Recreation Guide magazines must be delivered to every Lake Forest, Foothill Ranch and Portola Hills’ postal customer. Consultant is required to ensure compliance with all postal regulations. Consultant assumes responsibility for delivery to Irvine and Rancho Santa Margarita Post Offices and Lake Forest Civic Center. The newsletter shall be delivered no later than fourteen (14) working days from receipt of the digital file. The newsletters are considered delivered when received in appropriate sorts/bundles at all necessary Post Offices and Lake Forest Civic Center and Sports Park Recreation Center.
3.5 Postage
The City is responsible for the cost of postage and will ensure sufficient funds for mailing are available in the City’s permit (104) account.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
26 3.6 Proofs
Consultant shall furnish and deliver two (2) matchprint proofs to be approved before printing within five (5) business days once the digital file is uploaded to the FTP site. One proof will be checked for color quality of camera work/linework, etc. The second proof will be reviewed for organization. Each proof will contain an approval slip. The City will authorize final approval within one business day following receipt of the matchprint proofs. The City reserves the right to print with no changes, print with changes, or require a new proof. Approval by the City of the matchprint proofs constitute acceptance of the job as it stands. Consultant must pick up proofs upon City final approval.
The Consultant shall provide the City a proof of all corrections requested by City prior to final printing.
The final proof of corrections may be in .pdf form, with agreement on a case-by-case basis.
3.7 Graphic Design
All work is to be coordinated with the City’s graphic designer or designated representative. The graphic designer shall provide camera-ready art for printing.
3.8 Artwork
The City will provide all artwork as InDesign or other compatible files.
3.9 Paper
All paper quality changes shall be approved by the City in writing, prior to printing.
3.10 Heatset Web Offset Printing or Qualitive Equivalent Consultant shall use a heatset web offset printing process in which ink is dried rapidly by forced-air heating, a sheet fed offset printing process, or other qualitive equivalent. The type of equipment to be used must be specified in the bid.
3.11 Mandatory Pre-Job Meeting
A mandatory pre-job meeting will be held to discuss deadlines and other requirements as set forth by these specifications. This meeting may be by telephone, virtually via Microsoft Teams, or email.
3.12 Quality Control
Consultant shall ensure reasonable standards of quality control when printing the publications. The areas requiring process inspections must include but are not limited to color dryness registrations and ink damage due to incomplete dryness. These areas identified and other areas will be discussed with the Project Manager and/or designated representatives. Penalty negotiations will be required to reach agreement.
3.13 Primary and Secondary Back-Up Equipment
In addition to the primary piece of equipment for production of the newsletters, Consultant shall have two (2) presses located at its site capable of producing the newsletter. This assures the City of a reliable source in the event of an equipment malfunction.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
27 6. EXHIBIT "B" - SCHEDULE OF SERVICES
6.1. EXHIBIT "B" - SCHEDULE OF SERVICES
The Consultant shall provide the services described in Exhibit “A” Scope of Services as directed by the City.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
28 7. EXHIBIT "C" - COMPENSATION
7.1. EXHIBIT "C" - COMPENSATION
Boilerplate language to introduce not to exceed amount and schedule and terms for compensation:
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of FOUR HUNDRED THIRTY-THREE THOUSAND NINE HUNDRED TEN DOLLARS AND ZERO CENTS ($433,910.00).
Item Item Description Quantity Unit of
Measure
Unit Cost Total
CONTRACT
YEAR 1
1. The Leaflet Magazine and Recreation Guide - Published 4x Annually (page-count varies from 44-56 pages each
publication)
1.1 OPTION 1: 44 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or similar;
Quantity: 35,800
1 LS $23,650.00 $23,650.00
1.2 OPTION 1: Mailing Services for
44-page publication; Quantity:
35,800
1 LS $895.00 $895.00
1.3 OPTION 2: 48 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or
similar; Quantity: 35,800
1 LS $26,920.00 $26,920.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
29 1.4 OPTION 2: Mailing Services for
48-page publication; Quantity:
35,800
1 LS $895.00 $895.00
1.5 OPTION 3: 52 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or similar;
Quantity: 35,800
1 LS $26,835.00 $26,835.00
1.6 OPTION 3: Mailing Services for
52-page Publication; Quantity:
35,800
1 LS $895.00 $895.00
1.7 OPTION 4: 56-Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or similar;
Quantity: 35,800
1 LS $30,115.00 $30,115.00
1.8 OPTION 4: Mailing Services for
56-page Publication; Quantity:
35,800
1 LS $895.00 $895.00
1.9 Delivery services for overrun
copies to Lake Forest Civic
Center, 100 Civic Center Dr., Lake
Forest, CA 92630; Quantity: 350
1 LS $150.00 $150.00
2. In
Business
Tri-Fold
2.1 6 Panel - Flat: 11” x 25 ½” or
10.875” x 23.375” (6 panels)
Finished: 8.5” x 10.875." 80#
Opus gloss book recycled or
similar, 6 panels full color bleed
for the newsletter 4/4=4 color
process, two sides; Quantity:
3,600
1 LS $1,300.00 $1,300.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
30 2.2 Postage and Mailing Services for
6 Panel Newsletter; Quantity:
3,600
1 LS $195.00 $195.00
3. City
Brochure -
Additive
Bid
3.1 OPTION 1: 8-Page Printing 8.5x11
pages folded with an 80lb cover
and pages; Quantity: 5,000
1 LS $800.00 $800.00
3.2 OPTION 2: 12-Page Printing
8.5x11 pages folded with an 80lb
cover and pages; Quantity: 5,000
1 LS $1,765.00 $1,765.00
3.3 OPTION 3: 8-Page Printing 8.5x11
pages folded with an 80lb cover
and pages; Quantity: 10,000
1 LS $1,825.00 $1,825.00
3.4 OPTION 4: 12-Page Printing
8.5x11 pages folded with an 80lb
cover and pages; Quantity:
10,000
1 LS $2,640.00 $2,640.00
4. City
Postcard -
Additive
Bid
4.1 OPTION 1: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
5,000
1 LS $175.00 $175.00
4.2 OPTION 1: Mailing Community
Postcards (as needed); Quantity:
5,000
1 LS $195.00 $195.00
4.3 OPTION 2: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
10,000
1 LS $335.00 $335.00
4.4 OPTION 2; Mailing Community
Postcards (as needed); Quantity:
10,000
1 LS $250.00 $250.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
31 4.5 OPTION 3: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
20,000
1 LS $665.00 $665.00
4.6 OPTION 3: Mailing Community
Postcards (as needed); Quantity:
20,000
1 LS $500.00 $500.00
4.7 OPTION 4: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
35,000
1 LS $1,125.00 $1,125.00
4.8 OPTION 4: Mailing Community
Postcards (as needed); Quantity:
35,000
1 LS $875.00 $875.00
Total $123,895.00
Item Item Description Quantity Unit of
Measure
Unit Cost Total
CONTRACT
YEAR 2
1. The Leaflet Magazine and Recreation Guide - Published 4x Annually (page-count varies from 44-56 pages each
publication)
1.1 OPTION 1: 44 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or similar;
Quantity: 35,800
1 LS $24,596.00 $24,596.00
1.2 OPTION 1: Mailing Services for
44-page publication; Quantity:
35,800
1 LS $895.00 $895.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
32 1.3 OPTION 2: 48 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or
similar; Quantity: 35,800
1 LS $27,999.00 $27,999.00
1.4 OPTION 2: Mailing Services for
48-page publication; Quantity:
35,800
1 LS $895.00 $895.00
1.5 OPTION 3: 52 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or similar;
Quantity: 35,800
1 LS $27,910.00 $27,910.00
1.6 OPTION 3: Mailing Services for
52-page Publication; Quantity:
35,800
1 LS $895.00 $895.00
1.7 OPTION 4: 56-Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of similar;
Interior pages 60# Gloss or
similar. Saddlestich binding; 4/4
Color all pages or similar;
Quantity: 35,800
1 LS $31,319.00 $31,319.00
1.8 OPTION 4: Mailing Services for
56-page Publication; Quantity:
35,800
1 LS $895.00 $895.00
1.9 Delivery services for overrun
copies to Lake Forest Civic
Center, 100 Civic Center Dr., Lake
Forest, CA 92630; Quantity: 350
1 LS $150.00 $150.00
2. In
Business
Tri-Fold
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
33 2.1 6 Panel - Flat: 11” x 25 ½” or
10.875” x 23.375” (6 panels)
Finished: 8.5” x 10.875." 80#
Opus gloss book recycled or
similar, 6 panels full color bleed
for the newsletter 4/4=4 color
process, two sides; Quantity:
3,600
1 LS $1,400.00 $1,400.00
2.2 Postage and Mailing Services for
6 Panel Newsletter; Quantity:
3,600
1 LS $195.00 $195.00
3. City
Brochure -
Additive
Bid
3.1 OPTION 1: 8-Page Printing 8.5x11
pages folded with an 80lb cover
and pages; Quantity: 5,000
1 LS $850.00 $850.00
3.2 OPTION 2: 12-Page Printing
8.5x11 pages folded with an 80lb
cover and pages; Quantity: 5,000
1 LS $1,865.00 $1,865.00
3.3 OPTION 3: 8-Page Printing 8.5x11
pages folded with an 80lb cover
and pages; Quantity: 10,000
1 LS $1,925.00 $1,925.00
3.4 OPTION 4: 12-Page Printing
8.5x11 pages folded with an 80lb
cover and pages; Quantity:
10,000
1 LS $2,750.00 $2,750.00
4. City
Postcard -
Additive
Bid
4.1 OPTION 1: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
5,000
1 LS $195.00 $195.00
4.2 OPTION 1: Mailing Community
Postcards (as needed); Quantity:
5,000
1 LS $195.00 $195.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
34 4.3 OPTION 2: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
10,000
1 LS $375.00 $375.00
4.4 OPTION 2; Mailing Community
Postcards (as needed); Quantity:
10,000
1 LS $250.00 $250.00
4.5 OPTION 3: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
20,000
1 LS $700.00 $700.00
4.6 OPTION 3: Mailing Community
Postcards (as needed); Quantity:
20,000
1 LS $500.00 $500.00
4.7 OPTION 4: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
35,000
1 LS $1,225.00 $1,225.00
4.8 OPTION 4: Mailing Community
Postcards (as needed); Quantity:
35,000
1 LS $875.00 $875.00
Total $128,854.00
Item Item Description Quantity Unit of
Measure
Unit Cost Total
CONTRACT
YEAR 3
1. The Leaflet Magazine and Recreation Guide - Published 4x Annually (page-count varies from 44-56 pages each
publication)
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
35 1.1 OPTION 1: 44 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of
similar; Interior pages 60# Gloss
or similar. Saddlestich binding;
4/4 Color all pages or similar;
Quantity: 35,800
1 LS $25,580.00 $25,580.00
1.2 OPTION 1: Mailing Services for
44-page publication; Quantity:
35,800
1 LS $895.00 $895.00
1.3 OPTION 2: 48 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of
similar; Interior pages 60# Gloss
or similar. Saddlestich binding;
4/4 Color all pages or
similar; Quantity: 35,800
1 LS $29,120.00 $29,120.00
1.4 OPTION 2: Mailing Services for
48-page publication; Quantity:
35,800
1 LS $895.00 $895.00
1.5 OPTION 3: 52 Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of
similar; Interior pages 60# Gloss
or similar. Saddlestich binding;
4/4 Color all pages or similar;
Quantity: 35,800
1 LS $29,030.00 $29,030.00
1.6 OPTION 3: Mailing Services for
52-page Publication; Quantity:
35,800
1 LS $895.00 $895.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
36 1.7 OPTION 4: 56-Page - Flat: 11” x
17” or 10.875” x 16.75”
Finished: 8.375” x 10.875” 4-
page cover, 100# Gloss of
similar; Interior pages 60# Gloss
or similar. Saddlestich binding;
4/4 Color all pages or similar;
Quantity: 35,800
1 LS $32,575.00 $32,575.00
1.8 OPTION 4: Mailing Services for
56-page Publication; Quantity:
35,800
1 LS $895.00 $895.00
1.9 Delivery services for overrun
copies to Lake Forest Civic
Center, 100 Civic Center Dr.,
Lake Forest, CA 92630; Quantity:
350
1 LS $150.00 $150.00
2. In
Business Tri-
Fold
2.1 6 Panel - Flat: 11” x 25 ½” or
10.875” x 23.375” (6 panels)
Finished: 8.5” x 10.875." 80#
Opus gloss book recycled or
similar, 6 panels full color bleed
for the newsletter 4/4=4 color
process, two sides; Quantity:
3,600
1 LS $1,500.00 $1,500.00
2.2 Postage and Mailing Services for
6 Panel Newsletter; Quantity:
3,600
1 LS $195.00 $195.00
3. City
Brochure -
Additive Bid
3.1 OPTION 1: 8-Page Printing
8.5x11 pages folded with an
80lb cover and pages; Quantity:
5,000
1 LS $900.00 $900.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
37 3.2 OPTION 2: 12-Page Printing
8.5x11 pages folded with an
80lb cover and pages; Quantity:
5,000
1 LS $1,965.00 $1,965.00
3.3 OPTION 3: 8-Page Printing
8.5x11 pages folded with an
80lb cover and pages; Quantity:
10,000
1 LS $2,000.00 $2,000.00
3.4 OPTION 4: 12-Page Printing
8.5x11 pages folded with an
80lb cover and pages; Quantity:
10,000
1 LS $2,800.00 $2,800.00
4. City
Postcard -
Additive Bid
4.1 OPTION 1: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
5,000
1 LS $200.00 $200.00
4.2 OPTION 1: Mailing Community
Postcards (as needed); Quantity:
5,000
1 LS $195.00 $195.00
4.3 OPTION 2: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
10,000
1 LS $425.00 $425.00
4.4 OPTION 2; Mailing Community
Postcards (as needed);
Quantity: 10,000
1 LS $250.00 $250.00
4.5 OPTION 3: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
20,000
1 LS $750.00 $750.00
4.6 OPTION 3: Mailing Community
Postcards (as needed);
Quantity: 20,000
1 LS $500.00 $500.00
4.7 OPTION 4: Printing Community
Postcards 4/4 color, 100# book
stock (as needed); Quantity:
35,000
1 LS $1,300.00 $1,300.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
38 4.8 OPTION 4: Mailing Community
Postcards (as needed);
Quantity: 35,000
1 LS $875.00 $875.00
Total $133,890.00
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
39 8. EXHIBIT "D" - INSURANCE REQUIREMENTS
8.1. EXHIBIT "D" - INSURANCE REQUIREMENTS
1.1.1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.
1.1.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Contractor, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and not less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (1) a Personal Automobile Liability policy for the Consultant's own vehicle stipulating "Automobile Liability Insurance with a limit of not less than $1,000,000 each accident"; or (2) a non-owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g., vehicles of employees).
(C) Workers’ Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
40 (E) Pollution Liability: Pollution Liability Insurance covering all of the consultant’s operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with limits of not less than $5,000,000 per loss and $10,000,000 total all losses. The policy shall contain no endorsements or provisions limiting contractual liability or coverage for cross liability of claims or suits by one insured against another. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
1.1.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability [INSERT “and Contractor’s Pollution Liability”; OTHERWISE, ALWAYS DELETE]:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Professional Liability (Errors & Omissions):
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers’ Compensation:
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
41 (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
1.1.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
1.1.5 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
1.1.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
1.1.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
1.1.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Title: Printing and Mailing Services
42 1.1.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
1.1.10 Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
1.1.11 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
1.1.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
Docusign Envelope ID: 6A3B3215-04EC-4B63-AA76-8ACACA3E2CEF
Attachment 2
Individual, Agency Has Print Project
Managers been a
timely and reliable
contractor for your
agency? How long
have you worked
with them?
How would you describe
the quality of Print
Project Managers’ work?
Has the company
and its
representatives
been responsive,
and provided good
customer service?
Would you
recommend the
City of Lake Forest
contract with Print
Project Managers?
Is there
anything else
you’d like to
add about your
experience
with Print
Project
Managers?
Sandra
Montgomery, El
Dorado Hills
Community
Services District
Recreation
Superintendent
Yes, very much so. I
have worked with
them for 4 years now,
although they were
also working with my
agency to produce
the guide before I
started (for longer
than 4 years).
Excellent! They can put
together creative/unique
ads very quickly and are
open to
feedback/suggestions.
Yes, great. Very
responsive.
Yes. Very
professional
company,
responsive and
easy to work
with.
Felicia DeRosa
Friedreich's Ataxia
Research Alliance,
VP Fundraising &
Communications
Yes. We've worked
with Print Project
Managers for over a
decade, and they are
timely and reliable
contractors. They've
provided both
design, printing, and
mailing for us across
different projects.
The quality of PPMs work
is excellent. We've
worked primarily with one
of their designers- Crystal
Wade. She is creatively
talented, highly
responsive, patient, and
professional.
Yes. We've worked
with Crystal/ PPM
to design and print
our nonprofit's
annual report (24
pages). They also
worked on a
special 380+ page
petition project for
us. Their design
and printed
product have
always been
thoughtfully crafted
and professionally
executed.
Yes. I highly
recommend PPM.
N/A
Individual, Agency Has Print Project
Managers been a
timely and reliable
contractor for your
agency? How long
have you worked
with them?
How would you describe
the quality of Print
Project Managers’ work?
Has the company
and its
representatives
been responsive,
and provided good
customer service?
Would you
recommend the
City of Lake Forest
contract with Print
Project Managers?
Is there
anything else
you’d like to
add about your
experience
with Print
Project
Managers?
Shelby Golden,
Cordova
Recreation and
Parks District
Communications
Manager
Yes, Print Project
Managers has been
timely and reliable.
We have been
working with them
since 2019 for our
biannual recreation
guide. For this
project, we provide
content and design
direction to PPM who
then designs, prints
and mails the guide
out to all our
residents. During
COVID 2020, our
programs were
constantly changing
to keep up with the
regulations and they
worked with us to
adapt our recreation
guide to an online
only version that we
would publish about
The quality of their
product fits us well. Their
brochures are a high
quality and very
reasonably priced. Every
couple years we go out for
an RFP and they have
consistently come back
with responsive pricing.
We also have used PPM
for other printing projects
that we have designed in-
house such as banners,
our Year in Review
brochure, aluminum
signage in parks, t-shirts
and more.
All of the products
we have received
from them so far
have met our
standards and we
receive them in a
timely manner.
They have even
worked with us on
some projects that
came up last
minute that they
were able to
expedite and get to
us in a really short
time frame.
I would recommend
a contract with
PPM. A couple
things that have
worked well for us is
to have an in-
person meeting
with PPM at the
start of our
recreation guide
process to review
our timeline and
make any
adjustments based
on their schedule
and to review major
design changes. We
have staff at
multiple locations
that work on editing
our guide and have
found that having
everyone edit the
same pdf in Adobe
(strikethroughs,
comments, etc.)
Overall, they
are very friendly
and easy to
work with. They
are also local to
our community
so it makes it
easy to have
those
quick in-person
meetings when
needed
Individual, Agency Has Print Project
Managers been a
timely and reliable
contractor for your
agency? How long
have you worked
with them?
How would you describe
the quality of Print
Project Managers’ work?
Has the company
and its
representatives
been responsive,
and provided good
customer service?
Would you
recommend the
City of Lake Forest
contract with Print
Project Managers?
Is there
anything else
you’d like to
add about your
experience
with Print
Project
Managers?
once every two
months.
has been beneficial.
Then their designer
can go through and
check off all the
changes to ensure
they're completed.
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: City Clerk
SUBJECT:
SECOND AMENDMENT TO THE AGREEMENT WITH ECS IMAGING, INC FOR
ELECTRONIC DOCUMENT MANAGEMENT SOFTWARE AND SERVICES
RECOMMENDED ACTION(S):
1. Approve a second amendment to the agreement with ECS Imaging, Inc. for electronic document management software and services for a one-year term extension with an increase in compensation of $50,000, bringing the total not-to-exceed amount to $187,820.
2. Authorize the Mayor to sign, and the City Clerk to attest, the Second Amendment to the Agreement with ECS Imaging, Inc., substantially in the form attached.
EXECUTIVE SUMMARY:
On August 16, 2022, the City Council awarded a Professional Consultant Services Agreement (“Agreement”) to ECS Imaging, Inc. (“ECS”) to deploy Laserfiche for electronic document management services in the amount of $122,700.00 (Attachment 1). Since then, ECS has launched an effective system, and staff identified an opportunity to digitize the Personnel Actions Forms (“PAFs”). On June 18, 2024, the City Council approved a First Amendment to the Agreement with ECS in the amount of $15,120 to implement the PAFs process, bringing the total not-to-exceed amount to $137,820 (Attachment 2).
ECS continues to be the best qualified partner to support the City’s Electronic Document Management System. Staff recommend approving the proposed Second Amendment to the Agreement with ECS for electronic document management software and services for a one-year term with an increase in compensation of $50,000.00. The additional compensation for the fourth year of services under the proposed Second Amendment does not increase any fixed fees or hourly rates for Year 4 and would bring the total compensation amount under the Agreement to $187,820.
BACKGROUND:
Aligned with the City’s Strategic Business Plan Initiative SP#49 for Fiscal Years 2021-22 through 2027-28, staff procured a new document retention system to increase public access to City records. On August 16, 2022, following a competitive proposal process, the City Council awarded a Professional Consultant Services Agreement (“Agreement”) to ECS Imaging, Inc. (“ECS”) to deploy Laserfiche for electronic document management services in the amount of $122,700 (Attachment 1). The initial term of the Agreement is three years and ends on August 15, 2025, and includes two optional one-year extensions.
Throughout the implementation process of Laserfiche, staff identified additional opportunities to digitize processes, such as the Personnel Actions Forms (“PAFs”) process. On June 18, 2024, the City Council approved a First Amendment to the Agreement with ECS in the amount of $15,120 to implement the PAFs process, bringing the total not-to-exceed amount to $137,820 (Attachment 2).
DISCUSSION:
Upon implementation, Laserfiche increased efficiency and transparency of the City’s document processes and has facilitated information sharing between City departments. ECS is the largest provider of Laserfiche Document Management solutions in the western United States. With over 30 years of experience, more than 400 public and private sector customers, and a large technology staff, ECS continues to be the best qualified partner to support the City’s Electronic Document Management System.
The proposed Second Amendment would exercise the first one-year extension renewal option, extending the terms of the agreement from August 15, 2025, to August 15, 2026, and increase the compensation by $50,000 to cover annual costs, provide support hours for professional services to implement internal workflows, and for education and training. This will bring the total not-to-exceed amount to $187,820 (Attachment 3). Table 1 outlines Total Compensation over a four-year period under the proposed Second Amendment, with no increase to fixed fees and hourly rates for Year 4.
Table 1: Contract Amount
Year 1 Year 2 Year 3 Proposed
Year 4
Total
Second
Amendment
Total
Compensation
$51,000.00 $35,850.00 $50,970.00 $50,000.00 $187,820.00
The chart below provides an overall summary of the consultant’s performance since the inception of the contract. During the term of the Agreement, ECS has provided satisfactory customer service. The City’s Purchasing and Contracting Guidelines (“Guidelines”) allow for an extension based on performance.
Consistent with the Guidelines and upon performing a vendor assessment, staff recommend approval of the Proposed Second Amendment to perform professional consulting services. The Proposed Second Amendment was prepared by the Finance Department and approved by the City Attorney as to form.
FISCAL IMPACT:
There are sufficient funds in the Fiscal Year 25-26 Operating Budget to cover the cost of the recommended action.
ATTACHMENTS:
1. Agreement with ECS
2. First Amendment to Agreement with ECS
3. Proposed Second Amendment to Agreement with ECS
Initiated By: Thy Merritt, Acting City Clerk
Submitted By: Thy Merritt, Acting City Clerk
Approved By: Debra Rose, City Manager
ECS Imaging, Inc. - Performance Review
August 16, 2022 – July 1, 2025
Category Unsatisfied – Very Satisfied
Performance of Scope of
Services
☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A
Timeliness ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A Budget Performance ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A Customer Service ☐ Unsatisfied ☐ Satisfied ☒ Very Satisfied ☐ N/A
ATTACHMENT 1
1-
CITY OF LAKE FOREST
PROFESSIONAL CONSULTANT SERVICES AGREEMENT
1. PARTIESAND DATE.
This Agreement is made and entered into this ___________________ day of 2022, by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of businessat 100 Civic Center Drive, Lake Forest, California, 92630 ("City") and ECSImaging, Inc., a Corporation of the State of California, with its principal place of businessat 5905 Brockton Ave., Ste C., Riverside, CA92506 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional Electronic Document Management System consulting services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional Electronic Document Management System consulting servicesto public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such professional consulting servicesfor the Electronic Document Management System project (" Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Electronic Document Management System consulting services necessary for the Project (" Services"). The Servic es are more particularly described in Exhibit " A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from August 16, 2022 to August 15, 2025 unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than two additional one- year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6 16th
August
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3.2 Responsibilities of Consultant.
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant' s officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant' s conformance with the Schedule, City shall respond to Consultant' s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to term inate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Laura Favreau.
3.2.5 City' s Representative. The City hereby designates Lisa Berglund, or her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement (" City' s Representative"). City' s Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City' s behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant' s total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City' s Representative or his/ her designee.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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3.2.6 Consultant' s Representative. Consultant hereby designates Laura Favreau, or his/ her designee, to act as its representative for the performance of this Agreement Consultant' s Representative"). Consultant' s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant' s Representative shall supervise and direct the Services, using his/ her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City' s staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant' s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/ OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: ( A) adequate life protection and lifesaving equipment and procedures; ( B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and ( C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.11 Insurance. Consultant agrees to procure and maintain, at Consultant’ s expense all insurance specified in Exhibit “ D” attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.
3.2.12 Water Quality Management and Compliance.
3.2.12.1 Storm Water Management. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom.
3.2.12.2 Compliance with Water Quality Laws, Ordinances and Regulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act ( 33 U.S.C. § 1251, et seq.); the California Porter- Cologne Water Quality Control Act ( Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges.
3.2.12.3 Compliance with DAMP and LIP. In addition to compliance with the laws, ordinances and regulations listed in Section 3.2.12. 2 of this Agreement, Consultant must comply with all applicable requirements of the Orange County Drainage Area Management Plan DAMP”), the City of Lake Forest Local Implementation Plan (“ LIP”) and the applicable Water Quality Management Plan (“WQMP”). The DAMP contains requirements related to design and construction of public projects. Consultant must be familiar the DAMP, and the LIP and comply with the requirements as specified therein.
A copy of the DAMPis available on the internet at:
https:// media.ocgov.com/gov/pw/watersheds/documents/damp/default.asp A copy of the LIP is available on the internet at:
http://www.lakeforestca.gov/depts/pw/water/local_implementation_plan_%28lip%29.a sp
More information on the applicable WQMPis available on the internet at:
http://www.lakeforestca.gov/depts/pw/water/water_quality_management_plan_(wqmp).a sp
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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3.2.12.4 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Sections 3.2.12. 2 and 3.2.12. 3 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services.
3.2.12.5 Liability for Non- compliance.
A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Sections 3.2.12. 2 and 3.2.12.3 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant’ s failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity.
C) Damages: City may seek damages from Consultant for
delay in completing the Services caused by Consultant’ s failure to comply with the laws, regulations and policies described in Sections 3.2.12. 2 and 3.2. 12.3 of this Agreement, or any other relevant water quality law, regulation, or policy.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation shall not exceed one hundred twenty two thousand, seven hundred dollars, ($ 122, 700. 00). without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non- disputed and approved charges thereon. If the City disputes any of Consultant' s fees, the City shall give written notice to Consultant within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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expenses unless authorized in writing by City, or included in Exhibit " C" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, " Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “ C” may be adjusted each year at the time of renewal as set forth in Exhibit “C.”
3.4 Labor Code Requirements.
3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (" Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on " public works" and " maintenance" projects. If the Services are being performed as part of an applicable " public works" or maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is 1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant' s principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777. 5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4.2 Registration. If the Services are being performed as part of an applicable public works” or “maintenance” project, in addition to the foregoing, then pursuant to Labor Code sections 1725. 5 and 1771. 1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“ DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Contractor’ s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR.
3.5 Accounting Records.
3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three ( 3) years from the date of final payment under this Agreement.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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3.6 General Provisions.
3.6.1 Termination of Agreement.
3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven ( 7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.
3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen ( 15) days of the request.
3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.6.1.4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant: ECS Imaging, Inc
5905 Brockton Ave., Ste C.
Riverside, CA 92506
ATTN: Laura Favreau
City: City of Lake Forest
100 Civic Center Drive
Lake Forest, CA 92630
ATTN: City Clerk
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressedto the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.6.2 Ownership of Materials and Confidentiality.
3.6.2.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (" Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non- exclusive and perpetual license for DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City' s sole risk.
3.6.2.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City' s name or insignia, photographs of the Project, or any publicity pertaining to the Servi ces or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.6.2.3 Confidential Information. The City shall refrain from releasing Consultant’ s proprietary information (" Proprietary Information") unless the City' s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdict ion, in which case the City shall notify Consultant of its intention to release Proprietary Information.
Consultant shall have five ( 5) working days after receipt of the Release Notice to give City written notice of Consultant' s objection to the City' s release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense ( including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: ( 1) Consultant fails to fully indemnify, defend ( with City' s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/ or ( 2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.
3.6.3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.6.4 Attorney' s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney' s fees and all other costs of such action.
3.6.5 Indemnification.
To the fullest extent permitted by law, Consultant shall defend ( with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant' s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant' s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Consultant or the City, its officials, officers, employees, agents or volunteers.
If Consultant’ s obligation to defend, indemnify, and/ or hold harmless arises out of Consultant’ s performance as a “design professional” ( as that term is defined under Civil Code section 2782. 8), then, and only to the extent required by Civil Code section 2782. 8, which is fully incorporated herein, Consultant’ s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’ s liability for such claim, including the cost to defend, shall not exceed the Consultant’ s proportionate percentage of fault.
3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.6.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3.6.8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.9 City' s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.6.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.6.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.13 Amendment; Modification. No supplement, modification, or amendment of DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.6.15 No Third- Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.16 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City' s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.6.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker' s Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.6.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
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3.7 Subcontracting.
3.7.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF LAKE FOREST ECS IMAGING, INC.
By: By:
Robert Pequeño
Mayor
Debbi Bodewin
If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
ATTEST:
By:
Will Wolfe
By:
Lisa Berglund
City Clerk
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
City Attorney
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
CEO/ CBO
President
Exhibit “A”-1-
EXHIBIT " A"
SCOPE OF SERVICES
City of Lake Forest
Electronic Document Management System ( EDMS)
Software and Implementation
The City of Lake Forest intends to obtain the services ECSImaging Inc., to take full responsibility for the identification, implementation, training, and support of a new EDMS. The objective of this contract is to identify and implement an effective EDMSwhich is modernized and addressesthe long-term goals of the City to remain technologically current and apply innovative technologies, enhancing our organizational efficiency to better serve the community.
The system will be managed by the City Clerk and Assistant City Clerk.
Requirements of EDMSinclude:
Establisha relationship with a proven EDMSfirm with long-term viability.
Identify and implement an effective EDMScloud-based solution for the City of Lake Forest.
Create an enhanced user experience which is easily accessiblefor staff and the public.
Bifurcate portal accessinto a public and internal facing user interface. Ensure confidentiality of personal information where necessary.
Maintain current levels of functionality while striving to improve usage by integrating with other actively used software applications throughout the City wherever feasible.
Automate retention policies where appropriate for effective document management.
Automate or improve businessprocessesrelating to document redaction, retention scheduling, and indexing.
Complete a non-disruptive implementation with minimal downtime for users.
Extend the standardized use of an EDMSCity-wide across different departments and divisions to be able to capture, index, store, categorize, and retrieve documents.
Build and apply a collaborative training approach for effective training for all City users.
Establishdocument security and disaster recovery capabilities.
Coordinate with the City’s scanning service provider as necessarywith regards to file formatting needs.
Document management should support automated compliance with California Government Code and Regulations 22620.1 through 22620.8 associatedwith Trustworthy Electronic Document or RecordPreservation, and any other relevant statutory requirements.
Technical Specifications
ECSImaging must deliver to the City an EDMSsolution based on the following requirements.
1. Required Software Specifications
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
Exhibit “A”-2-
The EDMSsystem must have:
Ability to import standard data file formats, as well as largescalemaps and plans, photographs, and video files. (PDF, DOCX, JPEG, PNG, BMP, etc.) Capability to view high-resolution oversized plan documents OCRfunctionality acrossall documents automatically
Boolean, metadata and full text searching
Customizablereporting capabilities, including the ability to export reports as both PDFand Microsoft documents (such as Excelor Word).
Clearly defined file categorization based on existing category areas.
Ability to publish documents to the City’s website for public access Ability to “pull” data to auto populate indexing/metadata values from other systems
Retention management per the City’s retention schedule
Security for confidential records, PersonallyIdentifiable Information. o Capability to differentiate public facing external versus internal documents on two mirrored portals.
2. User Control and Licensing
The recommended solution should have the ability to support a variety of users.
The recommended licensing model should support usage for all user types from software administration, contributors/ editors, search/retrieval (read only), etc. i. Provide an explanation on the software licensing model for the proposed solution (concurrent user or named specific user licensing).
3. System Architecture
The recommended solution should be a cloud-based solution with industry standard security measures for data storage alongside portal access.
4. Implementation and System Configuration
ECSImaging will be responsible for all software installation and configuration for the proposed solution with assistancefrom the City’s Information Technology personnel and contract staff. The selected firm will be responsible for providing all the necessary technical resources required for their product and the vendor will be responsible for installing operating system, database components and network connectivity. This includes all recommended system environments (development, test, production).
The firm will be required to completely configure the proposed software components.
This includes security integration ( with Active Directory/SSO) and system integration for conversion between systems. The selected firm will be responsible for fully testing the product as delivered and installed on the cloud, along with all testing for the solution and any associatedupdates to the server with clear guidance/directions for the City to be able to migrate into production with the assistanceof the firms team.
The firm will demonstrate that the installed and configured software meet all functional specifications provided in this document. All user acceptancetest plans will be developed jointly by the City and vendor to validate each component of the system being installed and configured along with validating all anticipated functionality is performing as expected.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
Exhibit “A”-3-
These user acceptancetest plans will be specific and detailed, clearly showing compliance with each requirement contained within this document and the firm’s response as well as shared with the selected firm after the firm’s design documentation is approved.
It is requested that the firm provide a high-level project implementation plan that identifies high level tasks and the required resources that will be performed by the firm.
Also outline tasks and resourcesthat will be requested of the City. The project plan should consider the implementation and configuration elements identified above.
5. Conversion/Migration of Existing Content
Conversion/migration of electronic files (e.g., documents, images, photos) from shared drives and existing EDMSinto the new system is required. Currently, the City utilizes ApplicationXtender Document Manager, version 16.6.150.0. At the time of this publication, there is a backlog of unscanned and scanned records to be entered into the EDMS.
All existing records shall be migrated. The final appearance, and quality of all records migrated shall remain in original form. Quality, proportion, resolution, color, formatting, proper orientation and angle, and all other data factors should remain consistent with the original files from legacy system.
File Categorization should remain consistent from previous EDMSsystem, unless otherwise decided during the implementation phase, and should also be easily identifiable and searchable.
System and/or consultant should be able to identify necessaryredaction of personal information of existing EDMSdocuments and records on a go-forward basis upon implementation.
Respondentsshould provide a narrative as to their approach to document conversion/migration and the specific responsibilities of the City to ensure a successful conversion.
Furthermore, a timeline shall be provided identifying the migration of existing records internal), versus public facing records (external) with accurate redactions.
Current City Document Inventory
Document Category Number of Items
Administrative 6, 027
City Council 27, 599
Development Services 137,857
Finance 205
Human Resources 459
Planning Commission 4, 904
Public Works 17, 566
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
Exhibit “A”-4-
GIS 16
Traffic & Parking Commission 222
Confidential Dev. Svcs 1
Redevelopment 1, 115
Community Svcs Commission 87
GRAND TOTAL 196,058
6. Education and Training
The firm/ integrator must provide a training plan with the scope and length of proposed training for users and product/ hardware support staff. This training must be sufficient to enable the users to become proficient with the system in a short time period. Any training costs must be clearly described in the cost proposal. Training for the operation of the proposed system shall be included in the response along with any other expensesrelated to training. It is preferable that the training be performed on-site, but virtual training may be accommodated. The following topics, at a minimum, must be addressedduring the training:
System Administration:
o Detailed training for the assigned City system administrators and other software support functions are required. This training should be sufficient enabling the City’s support staff to perform all required daily, weekly, monthly, and ad-hoc support activities. In total, the city anticipates approximately 16 internal users requiring read and write ability and a 2-sided portal. One for all internal staff ( currently 76), and the second for members of the public.
o If feasible, software should support single sign on with Microsoft Active Directory.
Technology Basics:
o These basicsshould include what EDMSis, how it functions from a user perspective, the various components used, etc.
User Controls:
o This portion of the training should include detailed information on user accessto each application/function, what each application/function is used for, how to use each application/function, which applications/functions to accessin what order, etc
Security Maintenance Training:
o This level of training should include detail associatedwith how the security models are planned and configured in addition to procedures that should be followed by the City as updates to the security model are required DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
Exhibit “A”-5-
Error Handling:
o The error-handling portion of the training should include descriptive information as to the various error messagesthat can be received by the users during daily operation. This training should be sufficient so the user can resolve what was entered incorrectly, performed improperly, or what process needs to be performed.
7. System Maintenance/Support:
The firm will be required to provide technical support for the installed/configured solution.
The City will have primary and backup technical resources responsible for day-to-day system administration and troubleshooting with the users.
These technical support resources will be trained by the firm/ integrator on all product solution administrative functions necessaryfor the City’s project to be successfully supported and maintained after successfuldeployment into production. It is anticipated that there will be a total of five trained staff members for this aspect of implementation. The product/ solution related technical training should enable the City staff to manage ongoing workload, be able to identify issuesfor firm support resolution, and support end-users using the product/ solution.
Pleasedescribe in detail your technical support hours and service level agreements. Support hours are expected to be during city regular hours of operation at a minimum. Response times and error tickets should be addressedby end of businessday from date of original request (preferably via email). Also include support protocols for any 3rd party firms that are recommended for the proposed solution. The firm/ integrator will provide information on the following items:
Software Problem Isolation Identification Procedures
How New Software is Releasedand Installed
If Third-Party Software is Used, Information describing Third-Party Software Support.
Software as a Service Requirements
Laserfiche Cloud Professional Tier includes: Direct Share, Data Encryption at Rest, Autoscaling, Automated & Encrypted Backups, Intrusion Detection, Automated Feature & Security Updates, Automated Text Extraction, Import Agent with Email Archive, Starter Audit Trail+, Workflow & Forms Process Automation, Connector, Surveys, 1 Workflow Bot, 10 Quick Fields Complete w/Agent. Integrations with MS Office, SharePoint, Teams, MS Dynamics 365 & Redtail. 50, 000 RESTful web API calls/ month.
ECS Imaging Contract includes Turnkey implementation, Weblink Public Portal Design Setup, Consulting, Training and Conversion services from ApXtender 196,058 documents as listed in the Current City Document Inventory. 5 CPP online Courses included toward Gold Certification for one user or equivalent value. Weblink Public Portal of 10,000 Views/ month with the ability to decrease to 1,000 if requested.
Contract includes then hours of ECS Gold Priority Support, with the ability to contract for DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
Exhibit “A”-6-
additional hours of support as needed within the limitations of Exhibit C.
Gold Annual Priority Remote or Onsite Support Contract Includes:
Hardware Return Policy: Unopened boxed hardware may be exchanged for a full cash or credit refund within 7 days - a 15% restocking fee may apply. Defective hardware will be exchanged for a replacement per the terms and conditions specified on the product warranty card.
Maximum 4 Hour Response Time - Upgraded from 24 hours with traditional LSAP support Live Hours of support are 7:30am - 5:00pm PST M-F Unlimited Phone and E-mail Support
On- site time is calculated to the nearest half hour and minimum onsite calculation is between 2-8 hours depending on the location
On- site time can be used for remedial training, installing updates, and consulting, in addition to support ECS may allow planned after hours support in rare circumstances.
In these circumstances
Two free admissions to the ECS Annual Customer Conference along with Free Admission to Quarterly User Groups
Monthly E-Newsletter
On- site/remote support hours included as quoted. On- site within next business day as needed. Additional hours of support purchased at a discounted hourly rate. Customers not under this plan can purchase on-site hours at $ 250/ hour with a 1 hour minimum for remote support, and an 8 hour minimum onsite charge in addition to travel expenses.
Software & Maintenance billed 100% at project start.
Services billed 50% up front minimally w/ remaining Services as incurred.
Standard Processing fee added to credit card payments
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
BB&K 2019)
55136. 00200\31918793.1
Exhibit “B”-1
EXHIBIT " B" SCHEDULE OF SERVICES
Consultant shall provide the services described in Exhibit “A” Scopeof Servicesas directed by the City.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
BB&K 2019)
55136. 00200\31918793.1
Exhibit “C”-1
EXHIBIT " C"
COMPENSATION
Consultant shall be paid for services rendered in accordancewith Section 3.3 of the Agreement and as described under Exhibit “A” Scopeof Services, the not to exceed amount of one hundred twenty two thousand, seven hundred dollars, $122,700.00 is based on the following rates:
Task/Description Year 1 Cost Year 2 Cost Year 3 Cost
Laserfiche PFCloud Professional
Users (5-49) $ 13,280.00 $ 13, 280.00 $ 13,280.00
Laserfiche PFCloud Participant
Users (10-199) $ 9,120.00 $ 9,120.00 $ 9,120.00
Laserfiche PFCloud Weblink Public
Portal
Option to Reduceat City’s Request
10k views per
month
4,200
10k views per
month
4,200
10k views per
month
4,200
ECSGOLDPriority Support $ 175.00 per Hour
Option to purchase
hours as needed
175.00 per Hour
Option to purchase
hours as needed
175.00 per Hour
Option to purchase
hours as needed
1stYear Discount ($ 3,750.00) - -
Laserfiche Vault $ 3,000 $ 3,000 $ 3,000
ECSTurnkey Project Identified in
Scopeof Work Exhibit A
18,900.00 - -
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Riverside-Orange Counties.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
BB&K 2019)
55136. 00200\31918793.1
Exhibit “D”-1
EXHIBIT “ D”
INSURANCE REQUIREMENTS
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
3.2.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 0001, or the exact equivalent, with limits of not less than $ 1,000, 000 per occurrence and no less than $ 2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; ( 2) excluding coverage for claims or suits by one insured against another ( cross- liability); or ( 3) containing any other exclusion( s) contrary to the terms or purposes of this Agreement.
B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering Any Auto" ( Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $ 1,000, 000 combined limit for each occurrence. If Consultant does not own any company vehicles or may not be able to purchase a Business Automobile Insurance Policy, the requirement may be satisfied by providing either of the following: ( 1) a Personal Automobile Liability policy for the Consultant' s own vehicle stipulating Automobile Liability Insurance with a limit of not less than $ 1,000, 000 each accident"; or ( 2) a non- owned auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others ( e.g., vehicles of employees).
C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than $ 1,000,000 per accident for bodily injury and disease.
D) Professional Liability ( Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’ s profession with limits of not less than $ 1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed ( for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims- made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three ( 3) years from termination or expiration of this Agreement.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
BB&K 2019)
55136. 00200\31918793.1
Exhibit “D”-2
3.2.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not ( 1) be
restricted to " ongoing operations"; ( 2) exclude " contractual liability"; ( 3) restrict coverage to " sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 ( or endorsements providing the exact same coverage) to effectuate this requirement. 2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Automobile Liability:
C) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
3.2.11.4 Professional Liability ( Errors & Omissions):
A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
3.2.11.5 Workers' Compensation:
A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
3.2.11.6 Primary and Non- Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
BB&K 2019)
55136. 00200\31918793.1
Exhibit “D”-3
agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3.2.11.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.2.11.8 Deductibles and Self- Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self- insured retention.
3.2.11.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
3.2.11.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
3.2.11.11 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best' s rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
3.2.11.12 Enforcement of Agreement Provisions ( non estoppel).
Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non- compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
BB&K 2019)
55136. 00200\31918793.1
Exhibit “D”-4
3.2.11.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3.2.11.14 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant' s policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant' s policies. All policies of Commercial General Liability insurance provided by Consultant’ s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’ s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
DocuSign Envelope ID: 900B1EA8- 1B4D- 4C98- 9A4C- 3AB0DE8296E6
ATTACHMENT 2
ELECTRONIC DOCUMENT MANAGEMENT SYSTEM
2022- 073. 1)
City of Lake Forest
100 Civic Center Dr.
Lake Forest, CA 92630
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
City of Lake Forest
First Amendment to Agreement for Professional Consultant Services Electronic Document Management System
I. PARTIES AND DATE. ..............................................................................
II. RECITALS. ..............................................................................................
III. TERMS...................................................................................................
IV. SIGNATURES. ........................................................................................
V. EXHIBIT " A" SCOPE OF SERVICES ...........................................................
VI. EXHIBIT " C" - COMPENSATION ..............................................................
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
3 1. PARTIES AND DATE.
This First Amendment to the Agreement for Professional Consultant Services (" First Amendment") is entered into this [*** INSERT DAY***] day of [*** INSERT MONTH***], [*** INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“ City”) and ECS Imaging, Inc., a California Corporation ( Inc.) , with its principal place of business at 5905 Brockton Ave Suite C, Riverside, CA 92506 (“ Consultant”). City and Consultant are sometimes individually referred to herein as Party” and collectively as “Parties.”
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16 202426JUNE
Title: Electronic Document Management System
4 2. RECITALS.
2. 1. Agreement
The Parties entered into that certain Agreement for Professional Electronic Document Management System Consulting Services dated August 16, 2022 (“ Agreement”).
2. 2. First Amendment
The Parties now desire to amend the Agreement in order to expand the scope of services and increase total amount of compensation under the Agreement.
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
5 3. TERMS.
3. 1. Compensation.
Section 3.3. 1 of the Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C” attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED THIRTY- SEVEN THOUSAND EIGHT HUNDRED TWENTY DOLLARS ($ 137,820. 00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3. 2. Scope of Services.
The Scope of Services as set forth in Exhibit “ A” of the Agreement is hereby amended to include the Services set forth in EXHIBIT " A" SCOPE OF SERVICES to this Amendment, attached hereto and incorporated herein.
3. 3. Extra Work.
The Scope of Services as set forth in Exhibit “ A” of the Agreement is hereby amended to include the Services set forth in EXHIBIT " A" SCOPE OF SERVICES to this Amendment, attached hereto and incorporated herein.
3. 4. Remaining Provisions of Agreement.
Except as otherwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
6 4. SIGNATURES.
4. 1. SIGNATURES.
CITY OF LAKE FOREST ECS Imaging, Inc.
By: [ AUTHORIZED CITY SIGNATURE]
Mark Tettemer
Mayor
By: [ VENDOR SIGNATURE 1]
Will Wolf
President
If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:
By: [ CITY CLERK SIGNATURE]
Lisa Berglund
City Clerk
By: [ VENDOR SIGNATURE 2]
Debbi Bodewin
General Partner ( Limited Partnership)
APPROVED AS TO FORM:
By: [ CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
CONTRACT ADMINISTRATOR APPROVAL]
PROJECT MANAGER APPROVAL]
CITY CLERK - INSURANCE APPROVAL]
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
7 5. EXHIBIT " A" SCOPE OF SERVICES
5. 1. EXHIBIT " A" SCOPE OF SERVICES
Consultant shall provide the following Professional Electronic Document Management System Consulting Services professional consulting services relative to the City' s Electronic Document Management System project.
City of Lake Forest
Electronic Document Management System ( EDMS) Software and Implementation The City of Lake Forest intends to obtain the services ECS Imaging Inc., to take full responsibility for the identification, implementation, training, and support of a new EDMS. The objective of this contract is to identify and implement an effective EDMS which is modernized and addresses the long- term goals of the City to remain technologically current and apply innovative technologies, enhancing our organizational efficiency to better serve the community. The system will be managed by the City Clerk and Assistant City Clerk.
Requirements of EDMS include:
Establish a relationship with a proven EDMS firm with long- term viability.
Identify and implement an effective EDMS cloud- based solution for the City of Lake Forest.
Create an enhanced user experience which is easily accessible for staff and the public.
Bifurcate portal access into a public and internal facing user interface. Ensure confidentiality of personal information where necessary.
Maintain current levels of functionality while striving to improve usage by integrating with other actively used software applications throughout the City wherever feasible.
Automate retention policies where appropriate for effective document management.
Automate or improve business processes relating to document redaction, retention scheduling, and indexing.
Complete a non- disruptive implementation with minimal downtime for users.
Extend the standardized use of an EDMS City- wide across different departments and divisions to be able to capture, index, store, categorize, and retrieve documents.
Build and apply a collaborative training approach for effective training for all City users.
Establish document security and disaster recovery capabilities.
Coordinate with the City’ s scanning service provider as necessary with regards to file formatting needs.
Document management should support automated compliance with California Government Code and Regulations 22620. 1 through 22620. 8 associated with Trustworthy Electronic Document or Record Preservation, and any other relevant statutory requirements.
Technical Specifications
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
8 ECS Imaging must deliver to the City an EDMS solution based on the following requirements.
1. Required Software Specifications
The EDMS system must have:
Ability to import standard data file formats, as well as largescale maps and plans, photographs, and video files. ( PDF, DOCX, JPEG, PNG, BMP, etc.) Capability to view high- resolution oversized plan documents OCR functionality across all documents automatically
Boolean, metadata and full text searching
Customizable reporting capabilities, including the ability to export reports as both PDF and Microsoft documents ( such as Excel or Word).
Clearly defined file categorization based on existing category areas.
Ability to publish documents to the City’ s website for public access Ability to “ pull” data to auto populate indexing/ metadata values from other systems Retention management per the City’ s retention schedule Security for confidential records, Personally Identifiable Information. o Capability to differentiate public facing external versus internal documents on two mirrored portals.
2. User Control and Licensing
The recommended solution should have the ability to support a variety of users. The recommended licensing model should support usage for all user types from software administration, contributors/ editors, search/ retrieval ( read only), etc. o Provide an explanation on the software licensing model for the proposed solution concurrent user or named specific user licensing).
3. System Architecture
The recommended solution should be a cloud- based solution with industry standard security measures for data storage alongside portal access.
4. Implementation and System Configuration
ECS Imaging will be responsible for all software installation and configuration for the proposed solution with assistance from the City’ s Information Technology personnel and contract staff.
The selected firm will be responsible for providing all the necessary technical resources required for their product and the vendor will be responsible for installing operating system, database components and network connectivity. This includes all recommended system environments development, test, production). The firm will be required to completely configure the proposed software components. This includes security integration ( with Active Directory/ SSO) and system integration for conversion between systems. The selected firm will be responsible for fully testing the product as delivered and installed on the cloud, along with all testing for the solution DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
9 and any associated updates to the server with clear guidance/ directions for the City to be able to migrate into production with the assistance of the firms team.
The firm will demonstrate that the installed and configured software meet all functional specifications provided in this document. All user acceptance test plans will be developed jointly by the City and vendor to validate each component of the system being installed and configured along with validating all anticipated functionality is performing as expected.
These user acceptance test plans will be specific and detailed, clearly showing compliance with each requirement contained within this document and the firm’ s response as well as shared with the selected firm after the firm’ s design documentation is approved.
It is requested that the firm provide a high- level project implementation plan that identifies high level tasks and the required resources that will be performed by the firm. Also outline tasks and resources that will be requested of the City. The project plan should consider the implementation and configuration elements identified above.
5. Conversion/ Migration of Existing Content
Conversion/ migration of electronic files ( e. g., documents, images, photos) from shared drives and existing EDMS into the new system is required. Currently, the City utilizes ApplicationXtender Document Manager, version 16. 6. 150. 0. At the time of this publication, there is a backlog of unscanned and scanned records to be entered into the EDMS.
All existing records shall be migrated. The final appearance, and quality of all records migrated shall remain in original form. Quality, proportion, resolution, color, formatting, proper orientation and angle, and all other data factors should remain consistent with the original files from legacy system.
File Categorization should remain consistent from previous EDMS system, unless otherwise decided during the implementation phase, and should also be easily identifiable and searchable.
System and/ or consultant should be able to identify necessary redaction of personal information of existing EDMS documents and records on a go- forward basis upon implementation.
Respondents should provide a narrative as to their approach to document conversion/ migration and the specific responsibilities of the City to ensure a successful conversion.
Furthermore, a timeline shall be provided identifying the migration of existing records ( internal), versus public facing records ( external) with accurate redactions.
Current City Document Inventory
Document Category Number of Items
Administrative 6, 027
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
10 City Council 27, 599
Development Services 137,857
Finance 205
Human Resources 459
Planning Commission 4, 904
Public Works 17, 566
GIS 16
Traffic & Parking Commission 222
Confidential Dev. Svcs 1
Redevelopment 1, 115
Community Svcs Commission 87
GRAND TOTAL 196,058
6. Education and Training
The firm/ integrator must provide a training plan with the scope and length of proposed training for users and product/ hardware support staff. This training must be sufficient to enable the users to become proficient with the system in a short time period. Any training costs must be clearly described in the cost proposal. Training for the operation of the proposed system shall be included in the response along with any other expenses related to training. It is preferable that the training be performed on- site, but virtual training may be accommodated. The following topics, at a minimum, must be addressed during the training:
System Administration:
o Detailed training for the assigned City system administrators and other software support functions are required. This training should be sufficient enabling the City’ s support staff to perform all required daily, weekly, monthly, and ad- hoc support activities. In total, the city anticipates approximately 16 internal users requiring read and write ability and a 2- sided portal. One for all internal staff ( currently 76), and the second for members of the public.
o If feasible, software should support single sign on with Microsoft Active Directory.
Technology Basics:
o These basics should include what EDMS is, how it functions from a user perspective, the various components used, etc.
User Controls:
o This portion of the training should include detailed information on user access to each application/ function, what each application/ function is used for, how to use each application/ function, which applications/ functions to access in what order, etc Security Maintenance Training:
o This level of training should include detail associated with how the security models are planned and configured in addition to procedures that should be followed by the City as updates to the security model are required
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
11 Error Handling:
o The error- handling portion of the training should include descriptive information as to the various error messages that can be received by the users during daily operation. This training should be sufficient so the user can resolve what was entered incorrectly, performed improperly, or what process needs to be performed.
7. System Maintenance/ Support:
The firm will be required to provide technical support for the installed/ configured solution. The City will have primary and backup technical resources responsible for day- to- day system administration and troubleshooting with the users.
These technical support resources will be trained by the firm/ integrator on all product solution administrative functions necessary for the City’ s project to be successfully supported and maintained after successful deployment into production. It is anticipated that there will be a total of five trained staff members for this aspect of implementation. The product/ solution related technical training should enable the City staff to manage ongoing workload, be able to identify issues for firm support resolution, and support end- users using the product/ solution.
Please describe in detail your technical support hours and service level agreements. Support hours are expected to be during city regular hours of operation at a minimum. Response times and error tickets should be addressed by end of business day from date of original request ( preferably via email). Also include support protocols for any 3rd party firms that are recommended for the proposed solution. The firm/ integrator will provide information on the following items:
Software Problem Isolation Identification Procedures
How New Software is Released and Installed
If Third- Party Software is Used, Information describing Third- Party Software Support.
Software as a Service Requirements
Laserfiche Cloud Professional Tier includes: Direct Share, Data Encryption at Rest, Autoscaling, Automated & Encrypted Backups, Intrusion Detection, Automated Feature & Security Updates, Automated Text Extraction, Import Agent with Email Archive, Starter Audit Trail+, Workflow & Forms Process Automation, Connector, Surveys, 1 Workflow Bot, 10 Quick Fields Complete w/ Agent.
Integrations with MS Office, SharePoint, Teams, MS Dynamics 365 & Redtail. 50, 000 RESTful web API calls/ month.
ECS Imaging Contract includes Turnkey implementation, Weblink Public Portal Design Setup, Consulting, Training and Conversion services from ApXtender 196,058 documents as listed in the Current City Document Inventory. 5 CPP online Courses included toward Gold Certification for one user or equivalent value. Weblink Public Portal of 10, 000 Views/ month with the ability to decrease to 1, 000 if requested.
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
12 Contract includes then hours of ECS Gold Priority Support, with the ability to contract for additional hours of support as needed within the limitations of Exhibit C.
Gold Annual Priority Remote or Onsite Support Contract Includes:
Hardware Return Policy: Unopened boxed hardware may be exchanged for a full cash or credit refund within 7 days - a 15% restocking fee may apply. Defective hardware will be exchanged for a replacement per the terms and conditions specified on the product warranty card.
Maximum 4 Hour Response Time - Upgraded from 24 hours with traditional LSAP support Live Hours of support are 7: 30am - 5: 00pm PST M- F
Unlimited Phone and E-mail Support
On- site time is calculated to the nearest half hour and minimum onsite calculation is between 2- 8 hours depending on the location
On- site time can be used for remedial training, installing updates, and consulting, in addition to support ECS may allow planned after hours support in rare circumstances. In these circumstances
Two free admissions to the ECS Annual Customer Conference along with Free Admission to Quarterly User Groups
Monthly E-Newsletter
On- site/ remote support hours included as quoted. On- site within next business day as needed.
Additional hours of support purchased at a discounted hourly rate. Customers not under this plan can purchase on- site hours at $ 250/ hour with a 1 hour minimum for remote support, and an 8 hour minimum onsite charge in addition to travel expenses.
Software & Maintenance billed 100% at project start.
Services billed 50% up front minimally w/ remaining Services as incurred.
Standard Processing fee added to credit card payments
First Amendment
PAF Digitization Scope of Services Project Objectives:
This project will digitize the Personnel Action Forms ( PAF) for Separation and New/ Change processes.
The integration includes automated workflows, digital signatures, and dynamic form functionalities using Laserfiche. Additionally, the project involves Business Analysis Consulting to develop efficient workflows and design the forms and their processes for optimal efficiency.
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
13 Detail Scope of the Services:
A. Business Analysis Consulting sessions will create efficient workflows and design the forms and their automated processes in Laserfiche.
o Analyzing current workflows and approval processes.
o Assessing resource allocation to enhance the City' s efficiency and productivity.
B. PAF Form Development
o PAF Separation Form:
Development of a digital form containing all necessary fields for separation details.
Implementation of approval routing through the Department, HR, Finance, and City Manager, utilizing Laserfiche.
o PAF New/ Change Form features will include:
Dynamic fields that adjust based on the selected change type.
Auto- population of employee information via database lookup.
Dynamic approval routing through the Department, HR, Finance, and City Manager.
Management of approvers through team building for each department or a maintenance- free spreadsheet lookup method.
Coverage of 9 change types and 2 optional items, such as full- time, part- time, and salary changes, with relevant fields becoming required based on selections.
C. Workflow Automation
o Design and implementation of automation for notifications, escalations, and tracking of approval statuses in Laserfiche.
o Comprehensive testing and validation, including User Acceptance Testing ( UAT) with key stakeholders to ensure all requirements are met.
D. Digital Signatures Integration
o Integration of Laserfiche digital signatures for the approval processes on both the PAF Separation and PAF New/ Change Forms.
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
Title: Electronic Document Management System
14 6. EXHIBIT " C" - COMPENSATION
6. 1. EXHIBIT " C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “ A” Scope of Services and the not to exceed fee of ONE HUNDRED THIRTY- SEVEN THOUSAND EIGHT HUNDRED TWENTY DOLLARS ($ 137, 820. 00) is based on the following rates:
Task/ Description Year 1 Cost Year 2 Cost Year 3 Cost
Laserfiche PF Cloud Professional Users ( 5-
49)
13, 280. 00 $ 13, 280. 00 $ 13, 280. 00
Laserfiche PF Cloud Participant Users ( 10-
199)
9, 120. 00 $ 9, 120. 00 $ 9, 120. 00
Laserfiche PF Cloud Weblink Public Portal
Option to Reduce at City’s Request
10k views per
month
4, 200
10k views per
month
4, 200
10k views per
month
4, 200
ECS GOLD Priority Support $ 175. 00 per Hour
Option to
purchase
hours as needed
175. 00 per Hour
Option to
purchase
hours as needed
175. 00 per Hour
Option to
purchase
hours as needed
1st Year Discount ($ 3, 750. 00) - -
Laserfiche Vault $ 3, 000 $ 3, 000 $ 3, 000
ECS Turnkey Project Identified in
Scope of Work Exhibit A
18, 900. 00 - -
Original Compensation $ 122, 700. 00
PAF Digitization - - $ 15, 120. 00
First Amendment Total Compensation: $ 137, 820. 00
In the event that this Agreement is renewed pursuant to Section 3. 1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles- Riverside- Orange Counties.
DocuSign Envelope ID: 7AFF3394- E1E1- 4ABD- 8873- D3E5917F3A16
ELECTRONIC DOCUMENT MANAGEMENT SYSTEM
(2022-073.2)
City of Lake Forest
100 Civic Center Dr.
Lake Forest, CA 92630
Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
City of Lake Forest
Second Amendment to Professional Consultant Services Agreement Electronic Document Management System
I. PARTIES AND DATE. ................................ ................................ ..............
II. RECITALS. ................................ ................................ ..............................
III. TERMS................................. ................................ ................................ ..
IV. SIGNATURES. ................................ ................................ ........................
V. EXHIBIT "C" - COMPENSATION ................................ ..............................
Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
Title: Electronic Document Management System
3 1. PARTIES AND DATE.
This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT MONTH***], [***INSERT YEAR***], by and between the City of Lake Forest, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 100 Civic Center Drive, Lake Forest, California 92630 (“City”) and ECS Imaging, Inc., a California Corporation (Inc.) , with its principal place of business at 5905 Brockton Ave Suite C, Riverside, CA 92506 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.” Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
Title: Electronic Document Management System
4 2. RECITALS.
2.1. Agreement
The Parties entered into that certain Agreement for Professional Electronic Document Management System Consulting Services dated August 16, 2022 (“Agreement”).
2.2. First Amendment
The Parties entered into that certain First Amendment to the Agreement dated June 26, 2024 ("First Amendment").
2.3. Second Amendment
The Parties now desire to amend the Agreement in order to extend the term of the Agreement and increase the total amount of compensation under the Agreement.
Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
Title: Electronic Document Management System
5 3. TERMS.
3.1. Term.
Section 3.1.2 of the Agreement is hereby amended in its entirety to read as follows:
The term of this Agreement shall be from August 16, 2022 to August 15, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement annually for no more than one (1) additional one-year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2. Compensation.
Section 3.3.1 of the Agreement is hereby amended in its entirety to read as follows:
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED EIGHTY -SEVEN THOUSAND EIGHT HUNDRED TWENTY DOLLARS ($187,820.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3. Remaining Provisions of Agreement.
Except as otherwise specifically set forth in this Second Amendment, the remaining provisions of the Agreement shall remain in full force and effect.
Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
Title: Electronic Document Management System
6 4. SIGNATURES.
4.1. SIGNATURES.
CITY OF LAKE FOREST ECS Imaging, Inc.
By: [AUTHORIZED CITY SIGNATURE]
Scott Voigts
Mayor
By: [VENDOR SIGNATURE 1]
Donny Barstow
CEO
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
ATTEST:
By: [CITY CLERK SIGNATURE]
Thy Merritt
Acting City Clerk
By: [VENDOR SIGNATURE 2]
Victor D’Aurio
COO
APPROVED AS TO FORM:
By: [CITY ATTORNEY SIGNATURE]
Best Best & Krieger LLP
City Attorney
[CONTRACT ADMINISTRATOR APPROVAL]
[PROJECT MANAGER APPROVAL]
[CITY CLERK - INSURANCE APPROVAL]
Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
Title: Electronic Document Management System
7 5. EXHIBIT "C" - COMPENSATION
5.1. EXHIBIT "C" - COMPENSATION
Consultant shall be paid for services in accordance with Section 3.3 of the Agreement and as described above under Exhibit “A” Scope of Services and the not to exceed fee of ONE HUNDRED EIGHTY-SEVEN THOUSAND EIGHT HUNDRED TWENTY DOLLARS ($187,820.00) is based on the following rates:
Task/Description Year 1 Cost Year 2 Cost Year 3 Cost Year 4 Cost Laserfiche PF Cloud Professional
Users (5-49)
$13,280.00 $13,280.00 $13,280.00 $13,280.00
Laserfiche PF Cloud Participant
Users (10-199)
$9,120.00 $9,120.00 $9,120.00 $9,120.00
Laserfiche PF Cloud Weblink Public
Portal
Option to Reduce at City's Request
10k views per
month
$4,200
10k views per
month
$4,200
10k views per
month
$4,200
10k views per
month
$4,200
ECS GOLD Priority Support $175.00 per
Hour
Option to
purchase
hours as
needed
$175.00 per
Hour
Option to
purchase
hours as
needed
$175.00 per
Hour
Option to
purchase
hours as
needed
$175.00 per
Hour
Option to
purchase
hours as
needed
1st Year Discount ($3,750.00) - - -
Laserfiche Vault $3,000 $3,000 $3,000 $3,000
ECS Turnkey Project Identified in
Scope of Work Exhibit A
$18,900.00 - - -
PAF Digitization - - $15,120.00 -
Second Amendment Total Compensation: $187,820.00
In the event that this Agreement is renewed pursuant to Section 3.1.2, the rates set forth above may be increased or reduced each year at the time of renewal, but any increase shall not exceed the Consumer Price Index, All Urban Consumers, Los Angeles-Riverside-Orange Counties.
Docusign Envelope ID: FCCCDBA3-1253-4A08-8B0B-E64298DFE632
CITY COUNCIL AGENDA REPORT
MEETING DATE: 7/1/2025
DEPARTMENT: Information Technology
SUBJECT:
THIRD AMENDMENT TO THE AGREEMENT WITH VONAGE FOR THE CITY'S
VOICE OVER IP TELEPHONE SYSTEM
RECOMMENDED ACTION(S):
1. Approve the Third Amendment to the Agreement with Vonage, Inc. for the City’s Voice Over IP telephone system.
2. Authorize the Mayor to execute, and the City Clerk to attest, the Third Amendment to the Agreement with Vonage Inc., substantially in the form attached.
EXECUTIVE SUMMARY:
On December 30, 2022, the City executed a contract with Vonage Business, Inc. to provide Voice Over IP telephone service system (“VoIP”) for the City, with an initial not-to-exceed amount of $244,413. On May 7, 2024, the City Manager approved the First Amendment to the Agreement in the amount of $7,587, increasing the total not-to-exceed compensation to $252,000 and, on May 2, 2025, the City Manager approved the Second Amendment to the Agreement in the amount of $16,850, increasing the total not-to-exceed compensation to $268,850.
As new products and improved service models have become available, staff is evaluating a transition to a cloud-based VoIP solution to reduce costs, increase bandwidth, and improve overall operational efficiency. The procurement and implementation process for the new system is anticipated to take approximately three to six months. To maintain services without interruption, staff recommends the City Council approve the Third Amendment to the Agreement with Vonage Business, Inc. (“Agreement”) for maintenance and support of the City’s VoIP.
This amendment ensures that the not-to-exceed contract amount covers services, taxes, carrier fees, and regulatory fees by adding $59,400 to the Agreement and increasing the not-to-exceed amount from $268,850 to $328,250.
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BACKGROUND:
On December 30, 2022, the City executed a contract with Vonage Business, Inc. to provide VoIP for the City, with an initial not-to-exceed amount of $244,413.
The contract included 213 telephones of varying types, distributed as shown below:
TELEPHONE TYPE
FACILITY BASIC PREMIERE CONFERENCE TOTAL
Sports Park 4 12 0 16
Skate Park 0 3 0 3
Civic Center 52 131 11 194
Total 56 146 11 213
On May 7, 2024, the City Manager approved the First Amendment to the Agreement in the amount of $7,587, increasing the total not-to-exceed compensation to $252,000. The First Amendment provided for six additional phones, associated licensing, and contingency for future needs.
On May 2, 2025, the City Manager approved the Second Amendment to the Agreement in the amount of $16,850, increasing the total not-to-exceed compensation to $268,850. The Second Amendment allocated funding to cover carrier and regulatory fees not included in the original Agreement but accrued since 2022.
DISCUSSION:
The proposed Third Amendment would increase the total compensation of the Agreement but would not modify the scope of services or extend the term.
Voice over Internet Protocol (“VoIP”) is a communications technology that allows the City to make and receive phone calls using its internet connection rather than traditional telephone lines. The VoIP system supports voice communications across all City departments and provides flexibility, scalability, and cost efficiency. It also allows for integration of features such as voicemail-to-email, remote access, and centralized system management, all of which support modern municipal operations.
The Third Amendment proposes to allocate $59,400 to cover the following:
• Service fees for the remainder of the term;
• Carrier and regulatory for the remainder of the term; • Taxes associated with Vonage invoices; and
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• Additional telephones and licensing to support City staff and operational needs.
Taxes, carrier and regulatory fees were identified in the Agreement as excluded from the scope of services and were not incorporated into the not-to-exceed amount. As a result, these charges have been invoiced monthly without being formally accounted for in the contract total compensation. Table 1 below outlines recurring charges that have contributed to the need for additional funding. As these are regulatory charges and pass-through fees that may vary, potential annual variations in these fees have been factored into staff’s assessment of future costs.
Table 1 –Taxes and Fees Excluded from the Contract, Invoiced Monthly Fee Type Amount Description
Carrier
Surcharge
Recovery Fee
$11.50
A pass-through fee used by the carrier to
recover costs related to third-party network
access and interconnection.
E911 Fee $190.00
A mandatory fee that funds emergency
response infrastructure and ensures
accurate caller location for 911 services.
Regulatory
Recovery Fee $948.10
A fee charged to recover the provider’s
costs related to compliance with
government-imposed regulations.
Taxes $1,143.97
Includes applicable federal, state, and local
taxes related to telecommunications
services.
Total
Charges $2,293.57 Total Charges Excluded in the Contract but invoiced monthly
The current agreement runs through December of 2025, and the requested $59,400 is intended to cover the remaining six months of the service costs, taxes, carrier and regulatory fees mentioned in Table 1 while maintaining compliance with the City’s purchasing policies. Although sufficient funds were budgeted to cover the costs of these services, City Council approval is required to increase the contract’s total not-to-exceed amount.
The current agreement includes a level of service that is partially cloud-based and maintains some traditional phone lines. This service model previously met the needs of the City. Since the initial transition to the VoIP system, the City has gained a better understanding of service needs, call volume, and user requirements. At this point in time, the City’s current enterprise phone system presents challenges with both service and call quality, especially during instances of high call volume. Following the current period of the existing service
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agreement, the City may transition to a new service arrangement to improve these services.
As new products and improved service models have become available, staff is evaluating a transition to a cloud-based VoIP solution to reduce costs, increase bandwidth, and improve overall operational efficiency. By transitioning to an entirely cloud based issues, the City would be better equipped to navigate high call volumes, troubleshoot issues, and meet the needs of the City. A new cloud- based version of the system would allow the City to eliminate existing issues and ensure a more reliable experience. The procurement and implementation process for the new system is anticipated to take approximately three to six months. This proposed amendment ensures uninterrupted service during the proposed transition period.
Staff recommend the City Council approve the proposed Third Amendment to the Agreement with Vonage to maintain the current service model while the staff procures a new system that would address current issues with the existing system. The new service arrangement would be brought for City Council consideration prior to the expiration of the current agreement term.
FISCAL IMPACT:
The proposed Third Amendment would add $59,400 in compensation to the Agreement with Vonage Business, Inc., resulting in a new total not-to-exceed amount of $328,250. Sufficient funding is available in the Fiscal Year 2024-25 and the Fiscal Year 2025-26 Information Technology Operating Budget to support the proposed amendment and cover service costs over the next six months.
ATTACHMENTS:
1. Vonage Business Inc. Agreement (2022)
2. First Amendment to Vonage Business Inc., Agreement
3. Second Amendment to Vonage Business Inc., Agreement
4. Proposed Third Amendment to Vonage Business Inc., Agreement Initiated By: Amir Moussavinejad, Information Technology Analyst Submitted By: Keith Neves, Assistant City Manager
Approved By: Debra Rose, City Manager
ATTACHMENT 1
Sales Order# 626490
Account ID: 911727
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Customer Billing Address Customer Install Address
Douglas McBratney Douglas McBratney
Skate Park Skate Park
100 Civic Center Dr 20028 Lake Forest Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630
US US
Previous Contract One Time Total* $0.00 Monthly Total* $-135.60 *plus applicable Taxes and Fees
Renewal
One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price ---------------
Premier Plus 3 $0.00 $0.00 $25.00 $75.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.
Polycom VVX601 POE Rental 3 $0.00 $0.00 $9.00 $27.00
Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.
Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
One Time Total* $0.00 Monthly Total* $102.00
*plus applicable Taxes and Fees Previous One Time $0.00 Previous Monthly $135.60 Difference $0.00 Difference $-33.60
Customer Vonage Business Inc.
Signature Signature
Printed Name of Authorized Signatory Printed Name of Authorized Signatory Title Title
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Robert Pequeño
12/8/2022
Mayor
Sales Order# 626490
Account ID: 911727
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Date Date
This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.
Prices do not include applicable Taxes, Fees and Shipping and Handling charges.
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Customer Billing Address Customer Install Address
Douglas McBratney Douglas McBratney
City of Lake Forest City of Lake Forest
100 Civic Center Dr 100 Civic Center Dr
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-9202 US US
Previous Contract One Time Total* $0.00 Monthly Total* $-6,697.50 *plus applicable Taxes and Fees
Renewal
One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price ---------------
Polycom 6000 Rental 11 $0.00 $0.00 $18.00 $198.00
Rental of phone handset. Does not include power brick.
Managed Analog Port 5 $0.00 $0.00 $8.00 $40.00
Single Call Session with Analog Handoff for Analog Devices. Not to be used for fax machines, credit card machines, postage meters or alarm lines. ATA may be included.
Managed Router Rental - Ethernet up to
50 mb 1 $0.00 $0.00 $15.00 $15.00
Router to support ethernet delivery up to 50 mbps. Equipment must be returned at end of contract.
Premier Plus 131 $0.00 $0.00 $25.00 $3,275.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.
Polycom VVX601 POE Rental 119 $0.00 $0.00 $9.00 $1,071.00 Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.
Auto Attendant 10 $0.00 $0.00 $5.00 $50.00
Answers and routes calls to 11 destinations. Includes a DID, and Dial by Name for all Stations.
SmartWAN Mono-30 Mbps-Rental 1 $0.00 $0.00 $71.00 $71.00 SmartWAN 30 Mbps throughput. Seamless fail-over, WAN Optimization, Secure tunnel, Read-only portal. VeloCloud VCE-510-30 or VCE-520-30.
Premier Basic 52 $0.00 $0.00 $13.00 $676.00
Lobby or Common Area phone. Includes DID, IB/OB, 3way, Transfer, CallerID only. Includes 200 LD mins. Voicemail NOT included.
Polycom VVX Color Expansion Module
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Rental 8 $0.00 $0.00 $6.00 $48.00
28 button sidecar with color LCD screen and self-labeling keys for VVX series. Up to 3 Modules per VVX phone. Includes AUX cable and attachment hardware.
Polycom VVX201 POE Rental 42 $0.00 $0.00 $3.00 $126.00
Polycom VVX201 POE Rental 2-line Desktop GigE Phone with HD Voice. Does not include power brick.
Managed Ethernet Loop 5 Mbps 1 $0.00 $0.00 $500.00 $500.00 Static bandwidth ethernet last mile loop delivered via copper or fiber as available. Internet bandwidth and router sold separately.
Unified Mailbox 23 $0.00 $0.00 $5.00 $115.00
Includes 30 Minutes of Storage, and voicemail conversion to .wav file Hunt Group 22 $0.00 $0.00 $4.00 $88.00
Lead # for a group of extensions / phones. 5 Group ringing options with overflow.
Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
AudioConnect Audio Conferencing - Flat
Rate 1 $0.00 $0.00 $20.00 $20.00
Reservation-less Bridge supports up to 1000 callers (No TF). Call recording included. Web portal access to manage conferences and call recording.
DID Single Number 1 $0.00 $0.00 $0.25 $0.25
Porting or Activating and Maintaining Single DID's (non-blocks) Polycom VVX 250 POE - Rental 7 $0.00 $0.00 $3.00 $21.00 Polycom VVX 250 POE Rental 2-line Desktop Phone with HD Voice. Does not include power supply.
Group Page 10 1 $0.00 $0.00 $8.00 $8.00
Supports up to 10 Complete/Select Premium Stations. Single zone, single location.
One Time Total* $0.00 Monthly Total* $6,322.25
*plus applicable Taxes and Fees Previous One Time $0.00 Previous Monthly $6,697.50 Difference $0.00 Difference $-375.25
Customer Vonage Business Inc.
Signature Signature
Printed Name of Authorized Signatory Printed Name of Authorized Signatory CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Robert Pequeño
Sales Order# 626489
Account ID: 908654
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Title Title
Date Date
This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.
Prices do not include applicable Taxes, Fees and Shipping and Handling charges.
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF 12/8/2022
Mayor
Sales Order# 626491
Account ID: 911724
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Customer Billing Address Customer Install Address
Douglas McBratney Douglas McBratney
Sports Park Sports Park
100 Civic Center Dr 28000 Rancho Pkwy
Lake Forest, CA 92630-9202 Lake Forest, CA 92630-8723 US US
Previous Contract One Time Total* $0.00 Monthly Total* $-398.00 *plus applicable Taxes and Fees
Renewal
One Time Monthly
Product Quantity Unit Price Ext Price Unit Price Ext Price ---------------
Premier Plus 5 $0.00 $0.00 $25.00 $125.00
Includes DID, Premium features, Voicemail, Visual Voicemail (Voicemail to Text), and Unlimited Local and LD (w/ Fair Use Policy) + MobileConnect Trio with IM/P and 8 User Desktop Sharing, Hub integration. Also includes one collaborate bridge for up to 30 voice / 15 video participants. Single conferencing access number per account subject to Fair Use Policy.
Polycom VVX601 POE Rental 4 $0.00 $0.00 $9.00 $36.00
Polycom VVX601 POE Rental Executive 16 Line HD Gig IP Phone with Touchscreen Display. Does not include power brick.
Premier Basic 12 $0.00 $0.00 $13.00 $156.00
Lobby or Common Area phone. Includes DID, IB/OB, 3way, Transfer, CallerID only. Includes 200 LD mins. Voicemail NOT included.
Polycom VVX201 POE Rental 12 $0.00 $0.00 $3.00 $36.00
Polycom VVX201 POE Rental 2-line Desktop GigE Phone with HD Voice. Does not include power brick.
Hunt Group 1 $0.00 $0.00 $4.00 $4.00
Lead # for a group of extensions / phones. 5 Group ringing options with overflow.
Long Distance Outbound (2.5) and
Inbound Toll Free 1 $0.00 $0.00 $0.00 $0.00
Group Page 10 1 $0.00 $0.00 $8.00 $8.00
Supports up to 10 Complete/Select Premium Stations. Single zone, single location.
One Time Total* $0.00 Monthly Total* $365.00
*plus applicable Taxes and Fees
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
Sales Order# 626491
Account ID: 911724
Date: 10/07/2022
Sales Person: Sabrina Susuras
Pricing Expires 11/05/2022
Requested Install Date 12/01/2022
Term: 36 Months
Previous One Time $0.00 Previous Monthly $398.00
Difference $0.00 Difference $-33.00
Customer Vonage Business Inc.
Signature Signature
Printed Name of Authorized Signatory Printed Name of Authorized Signatory Title Title
Date Date
This Sales Order constitutes the valid and binding agreement between Vonage Business and the Customer identified above to purchase and use the Vonage Business products and services specified in this Sales Order. This Sales Order, together with any terms or conditions set forth in any applicable amendment, addendum, exhibit or schedule to this Sales Order, is subject to and governed by the Vonage Enterprise Terms of Service set forth at https://enterprise.vonage.com/terms (the "Service Terms"), which include provisions relating to payment, collection, early termination, limitations of liability and E911 service, and which are hereby made part of and incorporated by this reference into the Sales Order. Any capitalized terms not otherwise defined in this Sales Order shall have the meaning ascribed to such terms in the Service Terms. The person whose signature appears above warrants that they are authorized to sign this Sales Order and to acknowledge and accept the Service Terms.
Prices do not include applicable Taxes, Fees and Shipping and Handling charges.
CALL 888.697.7437
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF Robert Pequeño
12/8/2022
Mayor
Vonage Business Communications
Global Terms of Service Agreement
Effective Date: October 5, 2020
THESE ONLINE TERMS OF SERVICE (“Service Terms” or “Terms of Service”), including the Sales Order(s), which by this reference are incorporated herein (“Agreement”), govern Customer’s use of the Services provided by Vonage and its Affiliates (individually or collectively “Vonage”), and constitutes a binding agreement between Vonage and the Customer legal entity identified in a Sales Order (“Customer”). Vonage and Customer may be individually referred to as a “Party” or collectively as the “Parties”.
The Vonage Affiliate providing Services under a Sales Order shall be as set forth in Schedule 2 (based on Customer’s domicile), unless otherwise set forth in a Sales Order), and all references to “Vonage” shall be deemed to refer to such Vonage Affiliate. Vonage may update the applicable Vonage Affiliate (within domicile) by providing reasonable written notice in accordance with this Agreement.
Country-specific terms and conditions are set forth in Schedule 3 and shall apply to Customers domiciled in those countries.
Vonage provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement, and on the condition that customer Accepts a Sales Order and complies with this Agreement. By Accepting a Sales Order, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that it has the right, power, and authority to enter into this Agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these Service Terms. If Customer does not agree to the terms of this Agreement, Customer may not download, install, or use the Services or Vonage Equipment.
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
1. DEFINITIONS
Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such terms in Schedule 1 and/or in the Sales Order.
2. SUBSCRIPTION SERVICES; SALES ORDERS
A. Subscription Services
a. Pursuant to the terms of this Agreement, Vonage shall provide to Customer: (i) telephony, conferencing, messaging and related subscription -based services as described in one or more Sales Order(s), and the Service Descriptions which describe the features and functionality of the Services, or other documentation Vonage may provide from time-to-time; and (ii) the set -up, installation, implementation, configuration, and other Professional Services identified in Sales Orders (if applicable) and a Statement of Work (if applicable) in connection with the Subscription Services. Customer’s use of the Subscription Services are governed by Vonage’s Acceptable Use Policy. b. Subject to Customer’s compliance with this Agreement, Vonage hereby grants Customer and its Affiliates, a limited, revocable, personal, non- exclusive, non- transferable, and non -sublicensable license during the Service Term to: (i) provide Authorized Users access to the Services via Customer’s Account; and (ii) download, install, and use Software made available by Vonage in connection with the Services, subject to any additional terms and conditions accompanying such Software, as applicable.
c. Certain Software Vonage provided to Customer may contain third- party software ("Third-Party Software"), including open source software. Use of such Third- Party Software may be governed by separate copyright notices and license provisions, which will be provided to Customer and which are incorporated by reference into this Agreement. Such provisions shall govern the use of Third- Party Software. Customer agrees to comply with the terms and conditions of all end user license agreements accompanying any Software (including Third-Party Software) or plug-ins to such Software distributed in connection with the Service. All end user licenses shall immediately terminate on the date that the Service expires, or this Agreement is terminated. d. To access the Services, Customer must maintain an active Account in good standing.
Customer shall provide and maintain accurate, complete, and up -to-date information within its Account. Customer is solely responsible for the activity that occurs on its Account (which includes its sub -Accounts), and for keeping its Account credentials secure. Vonage will not be liable for losses caused by any unauthorized use of the Account; provided, however, that Customer shall not be responsible for unauthorized Charges on its Account to the extent that it took reasonable precautions and the unauthorized use is demonstrated to be solely due to Vonage’s gross negligence or willful DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
misconduct. Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify Vonage promptly of any change in Customer’s eligibility to use the Services, breach of security, or any unauthorized use of Customer’s Account. Notwithstanding closure of Customer’s Account, Vonage may retain Customer Data as reasonably necessary for compliance with applicable law.
e. The foregoing licenses shall extend to Customer Affiliates, provided that such Customer Affiliates are acting via Customer’s Account (or subaccounts thereof), and provided further that Customer remains liable to Vonage for all acts and omissions of such Affiliates (or any other entities authorized by Customer to use the Services or act via Customer’s Account) as if they were Customer’s own acts or omissions, including payment for the Services.
f. Vonage may use or rely on one or more licensors, service providers, and/or equipment providers or equipment lessors whose products, equipment and/or services are provided in conjunction with, or incorporated into, the Services and/or Vonage Equipment ("Third- Party Services"). Such Third- Party Services may also be provided under Vonage's trademarks or otherwise branded as a Vonage Service. Third- Party Services may be governed by Third-Party Terms , or identified in documentation or on other media delivered with the Third- Party Services and will be provided to Customer; such Third- Party Terms are incorporated by reference into this Agreement and shall govern the use of Third-Party Services. Customer agrees to comply with such terms and conditions of all Third-Party Services. Such Third- Party Terms are deemed to be between Vonage and Customer and do not create a contractual relationship between Customer and such third party. Any non-compliance with terms and conditions of Third- Party Services shall be considered non-compliance with this Agreement.
B. CX Contact Center Services
Terms applicable to Vonage Contact Center Services (including VCXC-CC Extension and CX Cloud Express) are set forth here. The Service Description and the scope of Professional Services for the Vonage CX Contact Center Service identified on the Sales Order is set forth here.
C. Sales Order Submission and Acceptance
Customer may order Subscription Services by accepting or executing one or more Sales Orders in a manner and format as required by Vonage, including via Vonage’s ordering portal. Applicable Professional Service Fees and/or installation Charges will be set forth in a Sales Order. Vonage may, in its sole discretion, accept or reject a Sales Order prior to Acceptance or execution. Once a Sales Order is accepted or executed, along with an DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
executed SOW (if applicable), Vonage shall provision the Subscription Services and provide access credentials to the Account or applicable sub- account thereof. Customer may also order additional Subscription Services via Vonage’s online ordering portal (described below).
D. Service Term and Automatic Renewal
Each Sales Order shall state the Initial Term. The Initial Term will commence on the date set forth in the Sales Order as the Subscription Service Term Start Date. Sales Orders which describe delivery of Subscription Services to multiple Customer Locations will identify multiple Subscription Service Term Start Dates and Subscription Terms. The Initial Term will automatically renew for successive periods of the same length as the previous Initial Term or Renewal Term (as applicable) except where either Party provides written notice of intent not to renew at least ninety days prior to the end of the then-current Initial Term or Renewal Term. Upon termination of the applicable Initial Term or Renewal Term, Vonage will not be obligated to furnish the Subscription Services to Customer; provided however, if Customer continues to use the Subscription Services after termination of the Initial Term or Renewal Term, such use shall be on a month- to-month basis and Customer shall be obligated to pay for such Subscription Services at Vonage’s then-current monthly rates. Either party may terminate such month- to-month term by providing at least thirty days advance notice. Except as expressly provided in the applicable Sales Order, renewal of promotional or one-time priced subscriptions may be, in Vonage’s discretion, at Vonage’s applicable list price in effect at the commencem ent of the applicable Renewal Term.
E. Service Adds; Co-Term
Services added to an existing Customer Location will be deemed to be part of the existing Sales Order for the purposes of determining the remaining Subscription Term for such additional Service (i.e. co- term). However, some Services require a minimum commitment term which may not be co-terminus with the Subscription Term of the existing Sales Order (e.g. Vonage Equipment and CX Contact Center Services). For any such Services, a separate Sales Order is required, and the Subscription Term will be set forth in the applicable Sales Order. Services ordered for additional Customer Locations (i.e. multi-locations) will have separate Subscription Terms as stated in the Sales Order unless the Parties mutually agree otherwise via an addendum executed by both Parties.
F. Service Platform Migration
DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
When Customer migrates from the Vonage Enterprise service platform to the VBC service platform, Customer acknowledges that upon Acceptance of a VBC Sales Or der, the Vonage Enterprise services and all associated agreements shall be terminated, effective upon migration of the services.
G. Changes
Vonage may update, upgrade, discontinue, or otherwise modify the Services or specific Services in whole or in part in accordance with this section. Vonage shall make commercially reasonable efforts to provide at least ninety days’ notice prior to any material changes of the specific Services, subject without limitation to urgency and security issues. Customer shall use commercially reasonable efforts to cooperate with Vonage to effect modifications to the Services, including by promptly implementing all fixes, updates, upgrades, and replacements of Software as reasonably required by Vonage, and Vonage shall not be responsible for Customer’s failure to do so.
Notwithstanding the foregoing, modifications to the Services shall not materially reduce the features, level of functionality, performance, availability, or security of the Services during the Service Term, unless Vonage makes available to Customer, at no additional cost, an alternative Service that is substantially equivalent to the modified Service; provided that Customer’s sole remedy for non-compliance with the foregoing shall be the right to terminate any affected Service within ninety days of receiving written notice of the modification.
H. Reservation of Rights
Notwithstanding anything to the contrary herein, Vonage reserves the right, but is not obligated, to (i) monitor and review Customer’s use of the Services, including to ensure Customer’s compliance with the Agreement; (ii) reject, refuse to transmit, block, or remove any content (including Customer Data); and (iii) access, read, preserve, or disclose any information that Vonage reasonably believes is necessary to (a) comply with applicable law, regulation, legal process, or government request, (b) enforce the Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to Customer’s support requests, or (e) protect the rights, property or safety of Vonage, its customers, its customers’ end users, and/or the public. Customer agrees to provide Vonage with any information Vonage reasonably requests to investigate and resolve issues relating to Customer’s Account.
I. Required Maintenance; Customer Support
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a. Vonage has the right to perform repair and maintenance or to upgrade, update or enhance (collectively, the "Maintenance") its network, infrastructure, website(s), Services and/or Vonage Equipment with prior notice per the Service Level Agreement if such Maintenance would cause a partial or full disruption of the Services. b. Customer will timely report any issues, trouble or problems affecting Service to Vonage using a Customer-initiated trouble ticket (a “Trouble Ticket”). Trouble Ticket procedures and additional information for Vonage support can be found here. Calls to and from Vonage customer service, sales or other representatives may be recorded and/or monitored for quality assurance and training purposes. Customer's sole remedies for any non-performance, outages, failures to deliver or defects in Service are set forth in the applicable service level agreement and these Service Terms.
J. Voice-to-Text and Text-to-Voice Limitations.
Certain Vonage Services may provide a function that allows voicemails to be converted to text and vice- versa. Customer understands and agrees that Vonage’s voice- to-text ("VTT") and text -to-voice ("TTV") features may not accurately transcribe voicemails or articulate text messages , respectively. Customer is solely responsible for checking the original message and verifying the accuracy of the message when using any VTT or TTV features. Vonage expressly disclaims all liability with respect to the conversion of voicemails to text or vice-versa.
K. Acceptable Use Policy
Customer shall not, and shall ensure that end users and Affiliates do not, and shall not authorize, assist, or enable any other third party to, use the Services in any manner that violates the AUP.
L. No Resale
Customer represents and warrants that it will be the ultimate end user of the Service.
Customer shall not in any way resell, license, permit nor allow any t hird party to use the Services without receiving Vonage's prior written consent.
M. Electronic Recording
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Customer acknowledges that there are laws governing the electronic recording of telephone conversations and that Vonage is not liable for any illegal use of the Services.
It is Customer's responsibility to determine and comply in full with its own compliance obligations. No Services or products offered by Vonage are represented or warranted to comply with electronic recording laws. Customer agrees that Vonage may, in its sole discretion, record any call between Customer and Vonage for quality control and training purposes.
3. FEES AND PAYMENT
A. Invoices; Billing and Payment Terms
Vonage will invoice Customer pursuant to the Subscription Services Invoicing Frequency and Customer shall pay pursuant to the Payment Terms as set forth in the Sales Order.
Charges are based on Subscription Services and equipment purchased and not actual usage. Recurring charges for the Subscription Services begin on the Subscription Service Term Start Date and will continue for the Term. Payment obligations are non-cancellable, and Charges paid are non- refundable unless otherwise set forth in this Agreement.
Quantities purchased cannot be decreased during the relevant Subscription Term without the imposition of the applicable early termination charges. Usage based Charges (including Charges for international calls), Marketplace Service Charges, Change Order fees, and ancillary expenses (e.g. incurred in connection with the Professional Services, if any, such as travel, hotel and subsistence expenses; such expenses to be invoiced by Vonage at cost) are payable in arrears. Equipment purchase Charges are billable upon Acceptance of a Sales Order. Professional Services provided on a fixed price basis will be billed in advance and Professional Services provided on a time and material basis will be billed as completed monthly in arrears pursuant to the Payment Terms. An invoice for Professional Services will be sent promptly following Acceptance of the Sales Order, with payment due per the Payment Terms. Invoices will be sent by email to the address specified in Customer’s Account. The foregoing shall not apply to In-App Purchases. The terms of service for the app store from which Customer downloaded the mobile application shall govern the Payment Terms and taxes and fees for the in- app Services, if any, and such terms are hereby incorporated by reference.
Overdue amounts other than amounts disputed in good faith bear interest at the lower of
1.5% per month or the maximum rate allowed by governing law. Vonage may suspend the Subscription Services upon prior written notice if Customer’s payment on any undisputed amounts remains overdue at the end of the tenth day following such notice. Customer agrees to supply Vonage with the information necessary for Vonage to complete an initial credit evaluation prior to providing Customer with access to the Services or the Vonage Equipment. Vonage may also update its information regarding Customer’s credit rating from time to time. Vonage may limit Customer’s purchasing of DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
additional Services or Vonage Equipment or require another form of payment such as auto-payment in its reasonable discretion based on changes in Customer’s creditworthiness or habitual payment delinquency.
B. Pricing
Pricing shall be set forth in the applicable Accepted Sales Order or as stated in the Vonage ordering portal and shall remain fixed until the end of the applicable Subscription Term. Upon auto- renewal of the Subscription Services, the Subscription Charges will increase by 7%. In the event Vonage continues to provide Services to Customer on a month-to-month basis following a committed term, Vonage reserves the right to increase pricing to Vonage’s then-current month-to-month pricing.
C. Commitment
Customer agrees it is responsible for the full value of each Sales Order effective upon Acceptance of the applicable Sales Order, subject to termination due to Vonage’s uncured default. Notwithstanding anything to the contrary herein, if Subscription Services are reduced or terminated other than due to a Party’s uncured default, all Charges due under the reduced or terminated Sales Order will be accelerated and Customer shall pay Vonage the sum of all unpaid amounts for Subscription Services actually provided, plu s the remaining contracted Charges as of the date of termination through the end of the Subscription Term stated in the Sales Order(s), as well as any additional incurred Charges (e.g. usage, Equipment purchases, etc.); or, if such termination is prior to the Subscription Service Term Start Date, the total amount of the Sales Order, and applicable Taxes and Fees on all of the foregoing.
D. Taxes and Fees
Prices for Subscription Services and Equipment purchases do not include applicable Taxes, Fees, Duty and Customs charges. Customer will be solely liable for and will pay upon demand all Taxes, Fees, Duty and Customs charges associated with Customer’s purchase of Equipment, and access to or use of the Services as set forth in the applicable Invoice, and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions, from owed amounts, but will not be responsible for taxes based on Vonage’s net income. Customer may present Vonage with an exemption certificate eliminating Customer’s and Vonage’s liability to pay certain Taxes. Once Vonage has approved the exemption certificate in writing, Customer shall be exempt from those Taxes on a go- forward basis. If a tax authority determines that Customer is not exempt from Taxes and assesses those Taxes, Customer shall pay those Taxes to Vonage, plus any DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
applicable interest or penalties. Customer may be charged Taxes and Fees by a marketing partner or authorized distributor for non-Vonage products and services sold or licensed by that marketing partner or authorized distributor in connection with a Sales Order.
In addition, a regulatory recovery fee for every phone number assigned to Customer's account, including toll free and virtual numbers, may be charged monthly to offset costs incurred by Vonage in complying with inquiries and obligations imposed by regulatory bodies/governments and related legal and billing expenses. This recovery fee may also include recovery of costs for legal, intellectual property, cybersecurity, compliance and other related expenses, including those related to number portability, customer privacy protection and anti-fraud protection. This fee is not a tax or charge required or assessed by any government and may be recovered by Vonage through imposition of a surcharge on the cost of the Service.
E. Billing Disputes
Billing disputes must be initiated within ninety days of the disputed invoice date. Upon expiration of such ninety -day period, Customer waives its right to dispute any fees paid or payable to Vonage. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts. Other than as stated in this Agreement, fees paid are non- refundable.
4. PROFESSIONAL SERVICES
A. Performance
a. Vonage will provide and Customer shall pay for Professional Services (set up/installation Charges) as applicable and as specified in the Sales Order(s) and/or SOW using trained and qualified personnel, who will provide such Professional Services in a professional and workmanlike manner.
b. Customer’s exclusive remedy for breach of the foregoing shall be the re-performance of such Professional Services, except where Vonage is unable to re- perform the Professional Services, in which case, Customer may recover fees paid with respect to such deficient Professional Services by written claim no later than ninety days after the claimed deficient performance.
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c. Professional Services are available either on a time- and-materials or fixed-fee basis (as determined by Vonage) as described in the relevant Sales Order and/or SOW. Professional Service Fees may be subject to change if Customer modifies the scope of the Services or delays the Services to be installed. d. A change to the scope or execution of the Professional Services shall be agreed via Change Order prior to implementation of the changes. The Change Order shall set out the proposed changes and the likely effect on the Professional Services and/or the Professional Service Charges.
e. Upon completion of the Professional Services, if the Customer uses the Subscription Services or part thereof for any purpose other than for testing, such use shall constitute Acceptance of the Subscription Services.
f. Vonage may subcontract the performance of, or Customer may utilize a third- party to perform any or all of the Professional Services. Any subcontract by Vonage shall not affect Vonage’s liability to the Customer for the performance of its contractual obligations, and Customer shall be solely responsible for any Professional Services performed by Customer’s third-party.
B. Scheduling
The Parties will mutually agree upon the scheduling of Professional Services ordered by the Customer. Vonage shall use all reasonable efforts to meet the agreed-upon schedule.
In the event Customer reschedules or cancels scheduled Professional Services, Vonage shall make reasonable efforts to mitigate incurred expenses and reschedule its resources to other engagements; provided that, to the extent Vonage cannot reasonably avoid such expenses or reschedule the applicable resources, Customer shall be responsible for such losses. In addition, in the event Customer reschedules the Professional Services and the rescheduling is not due to delays caused by Vonage, the Subscription Service Term Start Date will commence on the date stated in the Sales Order unless otherwise agreed by the Parties in writing.
C. Cooperation
Customer shall cooperate reasonably, timely, and in good faith with Vonage (including its subcontractors and personnel) in its performance of Professional Services, including by providing to Vonage in a timely manner and without charge (a) support as reasonably requested by Vonage; (b) information regarding health and safety rules and regulations and any other reasonable security requirements that apply at the applicable service location; (c) physical space, equipment, telephone and internet access, and acc ess to other facilities; (d) access to appropriate and knowledgeable personnel; and (e) as DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
applicable, permissions, consents, or authorizations reasonably necessary to activate, maintain, inspect, or repair applicable Services or Vonage Equipment, including (if applicable) the right to access and enter the applicable service location upon reasonable prior notice.
D. Special Install Costs
Vonage may charge, and Customer shall pay, all recurring and nonrecurring costs, Charges and expenses incurred by Vonage for Customer’s benefit in connection with non- standard installation, delivery or implementation of the Services (collectively, the “Special Install Costs”). For clarification and by way of example, standard installation does not include (and the following may comprise a portion of any Special Install Costs) core drilling, wiring extensions for excessive distances, installation of new conduit runs, installation of water proof shielding, installation of aerial circuit runs, or removal of hazard materials, as determined by Vonage Business at its sole discretion, as well as after-hours installation of Services (“Non -Standard Installation”). Non- Standard Installation will be purchased by Customer as an additional Service. Non- Standard Installation is the installation of Services Monday to Friday between 5pm to 8am (local time), any time on Saturday and/or Sunday, and holidays. Non- Standard Installation will include appointment coordination, the provisioning of the Service, basic external wiring, call tests, and remote Vonage technical support as needed. Special Install Costs will be invoiced to Customer as soon as practicable following the Subscription Service Term Start Date for the applicable Services.
E. Telephone Number Porting
Vonage’s policies and procedures for telephone number porting is set forth here.
5. FREE TRIAL SERVICES; BETA SERVICES
A. Free Trial Services
If Customer’s Sales Order or registration with Vonage includes a free trial (“Free Services”), then the applicable Services will be made available to Customer until (i) the end of the free trial period; (ii) the Subscription Service Term Start Date for Free Services, or (iii) the termination of Free Services for cause by Vonage, whichever is earlier. Any additional terms upon which the Free Services are provided as part of the trial registration process, are incorporated herein. Use of Free Services is subject to the terms and conditions of this Agreement. Customer agrees that Vonage, in its sole discretion and for DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF
any or no reason, may terminate Customer’s access to the Free Services or any part thereof.
B. Beta Services
Certain Services or Software may be designated or offered as a beta version ("Beta Version") of a Service or Software, which may or may not be released as a full commercial service in the future. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to this Agreement. Customer agrees that Beta Versions may contain errors. The fact and existence of any Beta Version shall be deemed to be Vonage Confidential Information under this Agreement.
NOTWITHSTANDING SECTION 11 (INDEMNIFICATION), VONAGE SHALL HAVE NO LIABILITY NOR INDEMNIFICATION OBLIGATIONS OF ANY KIND; WHERE LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW, VONAGE’S LIABILITY IS LIMITED TO $500.00 USD. CUSTOMER WILL BE FULLY LIABLE FOR CUSTOMER’S USE OF
SERVICES DURING ANY FREE TRIAL OR BETA SERVICE PERI OD, ITS INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF THIS AGREEMENT.
6. TECHNICAL REQUIREMENTS; EQUIPMENT
a. It is Customer’s sole responsibility to ensure that it meets the minimum hardware, Software, connectivity, and other technical requirements for accessing the Subscription Services. Vonage’s minimum technical prerequisites are available upon request. b. Customer understands, acknowledges, and agrees that: (i) Customer must have a high-quality high-speed internet connection to use the Services; and (ii) Vonage is not providing an internet connection for Customer. Vonage does not control and is not responsible for: (a) Customer's internet connection; (b) the quality of Customer's internet connection; (c) any third party products and/or services related to Customer's internet connection; or (d) problems with the Services that are caused by or related to Customer's internet connection. Vonage will not contact any of the internet providers and/or service or product providers on Customer's behalf.
c. Customer understands and acknowledges that use of the Services may require the use of certain Customer Equipment, Vonage Equipment, and/or Third- Party Equipment.
Vonage’s Equipment Policy is set forth here and shall apply to all equipment used, purchased or leased in connection with the Services.
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7. SUPPLEMENTAL TERMS; POLICIES; APPS MARKETPLACE
a. These Service Terms incorporate applicable Supplemental Terms set forth here, which shall apply to the specific Third- Party Services purchased by Customer, if any. Certain Subscription Services may be subject to other thir d-party terms which shall be made available to Customer prior to the purchase of such Third- Party Services, and shall supersede any conflicting terms with respect to such Subscription Services. b. These Service Terms also incorporate all additional terms, conditions and policies that are set forth in an addendum, schedule or exhibit, as well set forth in the Legal Policy Center here under the heading “Unified Communicat ions – VBC” (collectively, the “Additional Terms”), and supersede and replace all terms and conditions set forth in any documents issued by Customer, including purchase orders and specifications not agreed to in writing by the Parties.
c. Vonage may update or replace the AUP, Privacy Policy, Copyright Policy, Telephone Number Porting Policy and Emergency Services Acknowledgement (“Policies”) from time to time (a “Policy Change”), and will provide notice to Customer either via email to the address on file, or through Customer’s invoice. If such Policy Change is (a) applicable to Customer, and (b) materially and detrimentally impacts the Services, upon receipt of notice, Customer will have thirty days to notify Vonage that such changes are materially and adversely impacting, stating specifically which changes are impactful. The Parties will then a ttempt to reach a mutually agreeable workaround agreement. If agreement cannot be reached, Vonage may either waive or modify the requirement to Customer's reasonable satisfaction. If Vonage does neither, then Customer can either, within thirty days following Vonage’s notice of its refusal to waive or modify the requirement, accept the Policy Change or terminate those Services affected without termination liability, without the right to continue to use those Services thereafter. Notwithstanding the foregoing, Customer’s right to object or terminate shall not apply to Policy Changes required by applicable law, regulation or governmental authority, or to changes required to protect the security and operability of Vonage, the Services, Vonage’s other customers. d. Vonage offers third party products and services on its App Marketplace (“Third- Party Apps”). When Customer subscribes to use such Third-Party Apps, Customer shall agree separately to the required terms of use or service with such Third -Party App provider (“App Terms”), in addition to these Service Terms. Vonage is responsible for the billing and collection of amounts owed to such third- party provider and to tax and regulatory authorities, and will charge Customer’s method of payment. Charges for these services will appear on Customer’s monthly Vonage invoice. Vonage will also handle all billing questions. Customer acknowledges that Vonage is not responsible for support or technical assistance with respect to any Third-Party App and that Customer’s use of the App itself is subject to the App Terms; Customer shall direct its App questions and support requests directly to the provider of the Third -Party App at the contact email address or number set forth on the Marketplace and/or in the App Terms. However, C ustomer may only modify or terminate Third- Party Apps or related accounts through the App Marketplace in order to modify or terminate billing for such Third- Party Apps. Failure to DocuSign Envelope ID: ADD3B598-D44A-43F8-B7D9-9C5E693A35CF