AGREEMENT FOR
PROFESSIONAL SERVICES
City of Rancho Cucamonga
CONTRACT NUMBER
boa ( - 19132-.-
THIS AGREEMENT is made and entered into this 18th day of March, 2021, by and between the City of Rancho Cucamonga, a municipal corporation (" City") and DataArc, a recordsbackfile conversion, scanning, and quality control service (" Contractor").
RECITALS
A. City hasheretofore issued its requestfor proposalsto perform the following services: records backfile conversion, scanning, and quality control serviceson an as needed basis (" the Project").
B. Contractor has submitted a proposal to perform the services described in Recital " A", above, necessary to complete the Project.
C. City desires to engage Contractor to complete the Project in the manner set forth and more fully describedherein.
D. Contractor represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good andprofessional manner.
AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows:
1. Contractor' s Services.
1. 1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to perform all services described in Recitals " A" and ` B" above, including, but not limited to records backfile conversion, scanning, and quality control serviceson an asneededbasis, all asmore fully set forth in the Contractor' s proposal, dated 11/18/2020 and entitled " Scope of Work", attached hereto as Exhibit " A", and incorporated by reference herein. The nature, scope, and level of the servicesrequired to be performed by Contractor are set forth in the Scope of Work and are referred to herein as " the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control.
1. 2 Revisions to Scope of Work. Upon request of the City the Contractor will promptly meet with City staff to discuss any revisions to the Project desired by the City. Contractor agreesthat the Scope of Work may be amendedbased uponsaidmeetings, and, by amendmentto thisAgreement, thepartiesmayagreeQQna revision or revisions to Contractor's compensationbasedthereon. A revision pursuant t, Vendor
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Exhibit A
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx this Sectionthat doesnot increasethe total costpayableto Contractorby morethanten percent ( 10%) of the total compensation specified in Section 3, may be approved in writing by City' s Manager without amendment.
1. 3 Time for Performance. Contractor shall perform all servicesunder this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordancewith any scheduleof performance set forth in the Scope of Work, or as set forth in a " Schedule of Performance", if such Schedule is attached hereto as Exhibit " N/ A".
1. 4 Standard of Care. As a material inducement to City to enter into this Agreement, Contractorhereby representsthat it has the experiencenecessaryto undertake the services to be provided. In light of such status and experience, Contractor herebycovenantsthat it shall follow the customaryprofessionalstandardsin performing the Services.
1. 5 Familiarity with Services. By executing this Agreement, Contractor representsthat, to the extent required by the standard of practice, Contractor a) has investigatedand consideredthe scopeof servicesto be performed, (b) has carefully considered how the services should be performed, and ( c) understands the facilities, difficulties and restrictionsattendingperformanceof the servicesunder this Agreement. Contractorrepresentsthat Contractor, to the extentrequiredby the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediatelyinform City of suchfact andshallnot proceedexceptat Contractor's risk until written instructionsarereceivedfrom theCity Representative.
2. Term of Agreement. The term of this Agreement shall be for one ( 1) year(s) andshallbecomeeffectiveasof the dateof themutualexecutionby way of both parties signature ( the " Effective Date"). No work shall be conducted; serviceor goods will not be provided until this Agreement has been executed and requirements have been fulfilled.
Partiesto this Agreementshallhavethe option to renewin one (1) yearincrementsto a total of seven (7) years, unlesssoonerterminatedas provided in Section 14 herein.
Optionsto reneware contingentupon the City Manager's approval, subjectto pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City.
3. Compensation.
3. 1 Compensation. City shall compensate Contractor as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Contractor shall not exceed $ 99, 999 ( Please see the attached Exhibit " A" for cost compensation), including all out of pocketexpenses, unlessadditionalcompensationis approvedby the City Manager or City Council. City shall not withhold any federal, state or other taxes Vendor nitials
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CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx or other deductions. However, City shall withhold not more than ten percent ( 10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstanceshall Contractor be entitled to compensationfor servicesnot yet satisfactorily performed.
Thepartiesfurtheragreethatcompensationmaybeadjustedin accordance with Section 1.2 to reflect subsequentchangesto the Scopeof Services. City shall compensateContractor for any authorized extra servicesas setforth in Exhibit A.
4. Method of Payment.
4. 1 Invoices. Contractor shall submit to City monthly invoices for the Servicesperformed pursuant to this Agreement. The invoices shall describe in detail the Servicesrenderedduring the period and shall separatelydescribeany authorizedextra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California.
4. 2 City shall review suchinvoices and notify Contractorin writing within ten (10) businessdays of any disputed amounts.
4. 3 City shall pay all undisputedportionsof the invoice within thirty 30) calendardaysafterreceiptof theinvoiceupto thenot -to -exceedamountssetforth in Section 3.
4. 4 All records, invoices, time cards, cost control sheets and other records maintained by Contractor relating to services hereunder shall be available for review and audit by the City.
5. Representatives.
5. 1 Cily Representative. For the purposes of this Agreement, the contractadministratorand City representativeshall be Patricia Bravo -Valdez, Deputy Directorof City Clerk Services, or suchotherpersonasdesignatedin writing by theCity City Representative"). It shall be Contractor's responsibilityto assurethat the City Representativeis kept informed of the progress of the performance of the services, and Contractorshallreferanydecisionsthatmustbemadeby City to the City Representative.
Unlessotherwisespecifiedherein, any approvalof City requiredhereundershall mean the approval of the City Representative.
5. 2 Contractor Representative. For the purposes of this Agreement, SeanDuvall, GeneralManageris herebydesignatedastheprincipal andrepresentativeof Contractor authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith (" Contractor' s Representative"). It is expresslyunderstoodthat the experience, knowledge, capability and reputationof the Contractor's Representativewere a substantialinducementfor City to enter into this Agreement. Therefore, the Contractor's Representativeshall be responsibleduring the term of this Agreementfor directing all activitiesof Contractoranddevotingsufficient f S
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6. Contractor' s Personnel.
6. 1 All Services shall be performed by Contractor or under Contractor' s direct supervision, and all personnel shall possess the qualifications, permits, andlicensesrequiredby StateandlocallawtoperformsuchServices, including, without limitation, a City businesslicenseasrequiredby theCity'sMunicipal Code.
6. 2 Contractorshall be solely responsiblefor the satisfactorywork performanceof all personnelengagedin performingthe Servicesand compliancewith the standard of care set forth in Section 1.4.
6. 3 Contractor shall be responsible for payment of all employees' and subcontractors' wagesandbenefits, andshallcomply with all requirementspertainingto employer' s liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Contractor certifies that it is aware of the provisionsof Section3700of the California Labor Codethat requireeveryemployerto be insured against liability for Worker' s Compensation or to undertake self-insurance in accordancewith theprovisionsof that Code, andagreesto complywith suchprovisions before commencing the performance of the Services.
6. 4 Contractorshall indemnify, defendandhold harmlessCity andits elected officials, officers and employees, servants, designated volunteers, and agents servingasindependentcontractorsin therole of City officials, from anyandall liability, damages, claims, costsandexpensesof anynaturetotheextentarisingfromContractor's violationsof personnelpracticesand/or anyviolation of the CaliforniaLabor Code. City shallhavethe right to offsetagainstthe amountof anyfeesdueto Contractorunderthis Agreement any amount due to City from Contractor as a result of Contractor' s failure to promptlypayto City anyreimbursementor indemnificationarisingunderthis Section6.
7. Ownership of Work Product.
7. 1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographsandanyandall otherwritings, includingdraftsthereof, prepared, createdorprovidedby Contractorin thecourseof performingtheServices, includingany and all intellectual and proprietary rights arising from the creation of the same collectively, " Work Product"), are considered to be " works made for hire" for the benefitof theCity. Uponpaymentbeingmade, andprovidedContractoris not in breach of this Agreement, all Work Productshall be andremainthe propertyof City without restriction or limitation upon its use or disseminationby City. Basic survey notes, sketches, charts, computationsandsimilar datapreparedor obtainedby Contractorunder this Agreementshall, uponrequest, bemadeavailableto City. Noneof theWork Product shallbethe subjectof anycommonlaw or statutorycopyrightor copyrightapplicationby Contractor. In the event of the return of any of the Work Product to Contractor or its representative, Contractorshall be responsiblefor its safereturn to City. Under no circumstancesshall Contractorfail to deliver any draft or final designs, plans, drawi Vendor nitials
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7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreementandto the extentnot otherwiseconveyedto City by Section7.1, above, the Contractorshallbe deemedto grantandassignto City , and shall require all of its subcontractorsto assign to City , all ownershiprights, andall commonlaw andstatutory copyrights, trademarks, andother intellectualandproprietarypropertyrights relatingto the Work Product and the Project itself, and Contractor shall disclaim and retain no rights whatsoeveras to any of the Work Product, to the maximum extentpermittedby law.
City shallbe entitledto utilize the Work Productfor anyandall purposes, including but not limited to constructing, using, maintaining, altering, addingto, restoring, rebuilding andpublicizingtheProjector anyaspectof theProject.
7. 3 Title to Intellectual Property. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or componentas to which any intellectualproperty right exists, includingcomputersoftware, usedin therenderingof the Servicesandtheproductionof theWork Productand/or materialsproducedunderthis Agreement, andthat City hasfull legaltitle to andtheright to reproduceanyof theWork Product. Contractorshalldefend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designatedvolunteers, and agentsservingas independentcontractorsin the role of City officials, harmlessfrom any loss, claim or liability in any way relatedto a claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions.
Contractorshallbearall costsarisingfrom the useof patented, copyrighted, tradesecret or trademarkeddocuments, materials, software, equipment, devicesor processesusedor incorporatedin the Servicesandmaterialsproducedunderthis Agreement. In the event City' s useof anyof the Work Productis held to constitutean infringementandanyuse thereof is enjoined, Contractor, at its expense, shall: ( a) secure for City the right to continueusing the Work Productby suspensionof any injunction or by procuring a licenseor licensesfor City; or (b) modify the Work Productso that it becomesnon - infringing. This covenant shall survive the termination of this Agreement.
8. Status as Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwiseact asan agentof City. Neither City nor any of its agentsshall have control over the conduct of Contractor or any of Contractor' s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor shall pay all required taxes on amountspaidto Contractorunderthis Agreement, andto defend, indemnify andhold City harmlessfrom any andall taxes, assessments, penalties, andinterestassertedag ins Vendor itials
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Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor' s employees
9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant suchauthorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor' s covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Contractor from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessaryfor the Contractor to defend itself from any legal action or claim.
10. Conflict of Interest.
10. 1 Contractor covenantsthat it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearanceof having any interest, which would conflict in any manner with the performance of the Services.
Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor " financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.
10. 2 Contractor further represents that it has not employed or retained any person or entity, other than a bonafide employeeworking exclusively for Contractor, to solicit or obtain this Agreement. Contractor has not paid or agreedto pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sumspayable to Contractor hereunderthe full amount or value of any suchfee, commission, percentageor gift.
10. 3 Contractor has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if PSA without professional liability insurance ( contractor) Last Revised: 05122114
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CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx such interest would not be deemed a prohibited " conflict of interest" under applicable laws as described in subsection 10. 1.
11. Indemnification.
11. 1 To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, ( collectively, " Indemnitees"), free and harmless with respect to any and all damages, liabilities, losses, reasonabledefensecosts or expenses (collectively, " Claims"), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, employees, subcontractors, Contractors, or agentsin the performance of this Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City' s choice, and shall pay all costs and expenses, including actual attorney' s fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees.
11. 2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possessagainst Contractor becauseof the acceptanceby City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
11. 3 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operationsperformed by or on behalf of the Contractor.
11. 4 Survival. The provisions of this Section II shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemniteesmay have under the law. Payment is not required asa condition precedentto an Indemnitee' s right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee' s right to recover under this indemnity provision.
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12. Insurance.
12. 1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors.
12. 2 Minimum Scopeof Insurance. Unless otherwise approvedby City, coverage shall be at least as broad as:
1) InsuranceServicesOffice CommercialGeneralLiability
coverage ( occurrence form CG 0001).
2) Insurance Services Office form number CA 0001 ( Ed.
1/87) covering Automobile Liability, code 1 (any auto). 3) Worker' s Compensation insurance as required by the State of California, and Employer' s Liability Insurance.
12. 3 Minimum Limits of Insurance. Contractor shall maintain limits no less than:
1) Commercial General Liability: $ 2,000, 000 per occurrence for bodily injury, personalinjury and property damage.
Commercial General Liability Insuranceor other form with a general aggregatelimit shall apply separatelyto this
Agreement or the general limit shall be twice the required occurrence limit.
2) Automobile Liability: $ 2,000,000 per accident for bodily injury and property damage.
3) Employer' s Liability: $ 1,000,000 per accident and in the aggregate for bodily injury or disease and Workers'
CompensationInsurancein theamountrequiredby law.
4) The Insurance obligations under this Agreement shall be the greater of ( i) the Insurance coveragesand limits carried by the Contractor; or (11) the minimum Insurancecoverages and limits shown in this Agreement. Any insurance
proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are
sufficient to cover the obligations of the Contractor under this agreement.
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12. 4 Deductibles and Self - Insured Retentions. Any deductibles or self - insuredretentionsmustbedeclaredto andapprovedby the City andshall not reduce the limits of coverage. City reservesthe right to obtain a full certifiedcopyof anyrequiredinsurancepolicy andendorsements.
12. 5 Other Insurance Provisions.
1) The commercialgeneralliability and automobileliability policies are to contain the following provisions on a
separateadditionallyinsuredendorsementnamingthe City,
its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insuredsas respects: liability arising out of activities performed by or on behalf of
Contractor; products and completed operations of
Contractor; premises owned, occupied or used by
Contractor; and/ or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no
limitations on the scone of protection afforded to Ci . its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured.
2) For any claims related to this Agreement, Contractor' s insurancecoverageshall be primary insuranceas respects
City, its officers, officials, employees, designated
volunteers and agents serving as independentcontractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, designatedvolunteersor agentsserving as independent
contractors in the role of City officials shall be in excessof Contractor' s insurance and shall not contribute with it. 3) Contractor's insurance shall apply separatelyto each insured against whom claim is made or suit is brought,
exceptwith respectto thelimits of theinsurer'sliability. 4) Contractorshallprovideimmediatewritten noticeif ( 1) any of the required insurance policies is terminated; ( 2) the limits of anyof therequiredpolicesarereduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitutefor any canceledpolicy, the City may procure
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5) Each insurance policy required by this clause shall
expressly waive the insurer' s right of subrogation against City, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independentcontractors in the role of City officials.
6) Each policy shall be issued by an insurance company
approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A: VII or better according to the most recent A.M. Best Co.
Rating Guide.
7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy,
including breaches of warranty, shall not affect the
coveragerequired to be provided.
8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits.
9) Contractor shall provide any and all other insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement.
12. 6 Evidence of coverage. Prior to commencing performance under this Agreement, the Contractor shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including ( 1) Additional Insured Endorsement(s), 2) Worker' s Compensation waiver of subrogation endorsement, and ( 3) General liability declarations or endorsementpage listing all policy endorsements. The endorsementsshall be signedby a personauthorizedby the insurer(s) to bind coverageon its behalf. All endorsementsor policies shall be received and approved by the City before Contractor commences performance. If performance of this Agreement shall extend beyond one year, Contractor shall provide City with the required policies or endorsementsevidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance.
12. 7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractorsto be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub - Vend Initials
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13. Cooperation. In the event any claim or action is brought against City relating to Contractor' s performance or services rendered under this Agreement, ContractorshallrenderanyreasonableassistanceandcooperationthatCity might require.
City shall compensateContractor for any litigation support services in an amount to be agreedupon by the parties.
14. Termination. City shallhavetheright to terminatethis Agreementat any time for any or no reason on not less than ten ( 10) days prior written notice to Contractor. In the eventCity exercisesits right to terminatethis Agreement, City shall pay Contractor for any services satisfactorily rendered prior to the effective date of the termination, provided Contractor is not then in breach of this Agreement. Contractor shallhaveno otherclaim againstCity by reasonof suchtermination, includinganyclaim for compensation. City may terminatefor causefollowing a defaultremaininguncured morethanfive (5) businessdaysafterserviceof a noticeto cureonthebreachingparty.
Contractormay terminatethis Agreementfor causeupon giving the City D ten (10) businessdays prior written notice for any of the following: ( 1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; ( 2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Servicesrequired becauseof suchchanges.
15. Notices. Any notices, bills, invoices, or reportsauthorizedor requiredby this Agreementshall be in writing and shall be deemedreceivedon (a) the day of deliveryif deliveredby handor overnightcourierserviceduringContractor's andCity' s regularbusinesshours; or (b) on the third businessday following depositin the United Statesmail, postage prepaid, to the addressesset forth in this Section, or to such other addressesas the parties may, from time to time, designate in writing pursuant to the provisions of this Section.
All notices shall be addressed as follows:
If to City: City of Rancho Cucamongac/o
Linda Troyan, City Clerk
Services Director
10500 Civic Center Drive
Rancho Cucamonga, CA 91730
If to Contractor:
PSA withoutprofessional liability insurance ( contractor) Last Revised: 05122114
Sean Duvall, General Manager
2295 A Street
Santa Maria, CA 93455
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16. Non -Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
17. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Contractor' s obligations hereunder without City' s prior written consent. Except as provided herein, any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect.
18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor 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 compliance with 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, Contractor agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www. dir.ca.gov/dlsr/DPreWageDetertnination.htm Contractor 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 Contractor' s principal place of business and at the Project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
19. Non -Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
20. Attorney' s Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonableattorney' s feesand costsof experts.
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21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the expressprovisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construedunder the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court.
23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation againstthe party who causesthe uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement.
24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/ or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the samerepresentsthe entire and integrated agreementbetween Contractor and City. This Agreement supersedesall prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expresslyrefers to this Agreement.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.
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By:
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Vendor
nitials age
13 CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
EXHIBIT A
SCOPE OF SERVICES
PSA without professional liability insurance ( contractor) Last Revised: 05122114
Vend r Initials
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
COASTAL
DataArc Electronic Archiving Division of CRSWest Inc. RE:OOORAPHlCSERVICES Scope of Service
Project Approach:
Pickup/ Return:
DataArc employees will pick up and return boxed or bagged documents in a covered DataArc vehicle. DataArc can provide boxes and labor to remove folders/ files from cabinets. Each container can be labeled with range on items contained in the container.
City containerswill be segregatedfrom other client containerswhen they reachour Santa Maria facility. DataArc will attach labels to each container that includes pick up date, client name, container number, preperation progress, document scanned progress, and plan scanned progress signoffs. Turnaround time — Less than 30 days or as required by the City as described in the RFP/ Q.
Document Preperation:
Each document will be removed from the original file folders and/ or envelope and separated by a bar code sheet. DataArcwill removestaples, metalbinding, unfoldcornersand repair torn pages. Small format and Large Format will be scanned on the appropriate scanner. For documents that need to be reassembled, operators will replace staples in same location as removed or pages reinserted into binders or folders in identical order as removed.
Scanning Paper Records
Each sheet of paper or plan document will be scanned at 300 dpi TIFF format in either B/W, Grayscaleor color as requiredby documenttype. After the scanningprocess, Documents will be bound ( stapled/ rubber banded) together in the original order then returned to the empty file folder/ envelope then returned to the same box and in the same chronological order they are removed.
Plan Scanners
Large Format documents will be scanned on Oce, Image Access, KIP or Canon Scanners. Each large format scanner will scan approximately 600-800 per 8 hour shift.
Document Scanners
Small Format documents will be scanned on a Kodak i3400 or a Fujitsu fi6670A depending on need of use. Each small format scanner can scan approximately 10-15K pages per shift.
Scanning Microfiche/ Microfilm Records:
Each microfiche or microfilm will be scanned at 300 dpi TIFF format in either B/W or Grayscale as required by document type.
Microfiche/ Microfilm Scanners:
Microfiche/ Microfilm will be scanned on Mekel Mach VII ( microfiche) and. Mekel Mach V microfilm).
RFP/Q Backfile Conversion, Scanning & Quality Control Services Page 1 CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
COASTAL
DataArc Electronic Archiving Division of CRSWest Inc. REiiiOGPAPMIC
SERVICES
Processfor Tracking & Quality Review of Accountability:
Review of digital content and method of accountability. Scanners have ultrasound double feed detection to provide assurance there should be no double page feeds. If double feed occurs, the scanner automatically stops and the double feed removed and resolved. Images are reviewed the first time while scanning. All scanning is attended scanning. In other words, there will be an operator viewing scanned images during the scanning proccess for quality purposes. After images scanned, image count is completed. An original copy of the images are backed up nightly. A copy of the images are transferred to workstations for image review. Image count is done after the copy transfer to assure all images are present prior to image QC. Any scans that are not legible, too light or dark will be rescanned at no cost to the City.
All Images are reviewed during the scanning process. Any items not legible will be rescanned at no cost to the City. Image count is performed and a working copy made. Originals are kept should any questions arise. All work is guaranteed. If the City finds files that do not meet standards, DataArc will rescan any original files that are returned for up to 1 year from date of LF volume delivery to the City.
The next step is 100% review of all images to remove any blank pages not removed by the scanning software. Orientation is checked and images deskewed.
Data Entry/ Indexing procedures:
Indexing info is contained on first page of the document. Two operators will keypunch the required information into tables ( Double Blind Entry). The index from the two tables is compared by software and a third operator will resolve discrepancies while viewing the related image( s). OCR may be used depending on document format such a consistent location of required index info.
Should the City provide electronic tables that contain the index info, DataArc will use this info to complete and verify indexing. For instance for a Building Department Permit file, the client provides a table that includes Permit Number, Address, APN, Permit and Applicant, DataArc will only need to keypunch the Permit number ( usually least amount of character keypunch) then import any of the required info from the Client provided table. This will increase index accuracy.
RFP/ Q Backfile Conversion, Scanning & Quality Control Services Page 2 CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
COASTAL
DaWrc Electronic Archiving Division of CRSWest Inc. REf'ROGRAPHIC
SERVICES
Data Entry of Index Fields:
To be determined after the City provides sample briefcases for all document types. DataArc Sample LF Briefcases will be sent to the City for each document type for approval prior to production scanning and indexing. After the docs/ plans have been scanned, the list of items scanned will be compared against the item/ inventory list the City compiled while boxing the documents for transport.
Each image will be indexed as required by the RFP/ Q specification by document type.
On - Demand Electronic Images and Index Data Transfer:
DataArc will provide electronic copies of images within two ( 2) hours of request.
Typically images are sent less in than '/ 2 hour of request. Images less than 10M will be sent via a mail or in multiple a mails. Any images that are greater than 10M will be uploaded to City FTP, DropBox or be sent using Hightail for City download. No charge for this service.
DataArc will provide LF Briefcases with Index and Images on CD, DVD, Flash Drives, upload to City FTP, or Upload to Microsoft OneDrive for download.
Security
All CRS and DataArc' s facilities are connected directly to the Fire and Police Departments. All facilities are fenced. Unauthorized personnel are not allowed in the production area.
No personal computers, hard drives or stick memory are allowed in production areas where the work is done.
DataArc will have full chain of custody from the time files are picked up to the return of the original documents and the final product until returned to the City of Rancho Cucamonga.
All work warranted for 1 year. Any images that need to be rescanned will be done at no charge. Backup copies of all LaserFiche Volumes sent to City will be maintained up to 1 year after completion of contract.
Services and data to be provided by the City of Rancho Cucamonga DataArc would like the City of Rancho Cucamonga to provide a detailed list of items/ documents to be digitized and instructions for document naming convention, indexing criteria, and a mutually agreed upon pickup and delivery schedule.
DataArc will use this information to verify all documents have been scanned and indexed correctly for input into LaserFiche briefcase format. A comparison report for each scanned City batches will be compared against DataArc scanned list and any differences identified and DataArc actions noted.
RFP/ Q Backfile Conversion, Scanning & Quality Control Services Page 3 CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
COASTAL
D,am Electronic Archiving Division of CRSWest Inc. RE: PAPNIC Y
SERVICES
Our Operations Manager will be in contact with your project lead to discuss and finalize the details of the scanning project. DataArc will provide sample LaserFiche briefcases for each of the various City Document types.
DataArc Qualifications and Experience
Coastal Reprographics Services ( CRS) printed its first images over 30 years ago.
Since the 1990' s, CRS has been providing top of the line digital printing and scanning services which includes drawing and document scanning. CRS was purchased by the Westbrooks in 2005 and becamse CRS West Inc. CRS West Inc. has digitally printed and converted millions of documents and plan sets into electronic format.
CRS launched a division which is the Electronic Archiving Division of CRS called DataArc, LLC. DataArc was founded June 1, 2008. While CRS has been providing scanning and archiving services for many years, DataArc was formed to provide full archiving services including scanning and indexing services for paper documents and drawings. DataArc along with CRS West Inc performs all their own conversion work at the Santa Maria, Paso Robles and San Luis Obispo, California locations.
Insurance:
CRS West Ince and DataArc DBA currently carries insurance, which covers us to a maximum of $ 2, 000, 000. 00 ($ 1, 000, 000 per occurrence and $ 2, 000, 000. 00 aggregate for commercial general liability).
Experience with various types of documents/ departments:
Building Departments
City Clerk
Planning Departments
Engineering Departments
School Records
Assessor' s Files
Police Departments
Legal Files
Finance Files
RFP/ Q Backfile Conversion, Scanning & Quality Control Services Page 4 CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx City of Rancho Cucamonga
Best and Final Offer " BAFO" for
RFP #20/ 21- 014 for Records Backfile Conversion, Scanning and Quality Control Services on an as Needed Basis
Item
Number Description UOM QTY Cost
1 Records Backfile Conversion, Scanning and Quality Control Services EA 1 00. 00 Subtotal
2 Document Preparation EA 1 00. 02
3 Scanning in color, B&W, grayscale EA 1 00. 00
4 Scan Various Documents ( sizes) EA 1 00. 06
5 Scan Various Plans ( sizes) EA 1 00. 56
6 Scan Various Microfilm: 16 mm EA 1 00. 05
7 Scan Various Microfilm: 35 mm EA 1 00. 10
8 Multi - paging & Indexing: Chargefor additional index fields EA 1 00. 00 9 Conversion of Images & Index to Laserfiche Volumes EA 1 00. 00 10 CD with scanned images EA 1 00. 00
11 DVD with scanned images EA 1 00. 00
12 USB with scanned images EA 1 00. 00
13 Reassemblyof Permit Plans/Docsto original order/ hour EA 1 00. 00 14 File sharing via Cloud Storage EA 1 00. 00
15 Documents Destruction EA 1 00. 00
16 Pick-up, delivery and return of original documents EA 1 00. 00 17 Overnight shipping and handling charges EA 1 00. 00
18 Quick turn - around expedite fee EA 1 00. 00
19 Additional Fees EA 1 00. 00
Subtotal 00. 79
20 Additional Charges ( please specify) Sum 1 00. 00
21 Additional Charges ( please specify) Sum 1 00. 00
Subtotal 00. 00
Total 00. 79
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
EXHIBIT B
SCHEDULE FOR PERFORMANCE
N/ A
PSA without professional liability insurance ( contractor) Last Revised: 05122114
4VendInihals
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx Attachment A — Sample Waiver of Subrogation
Sample Only — Not all forms will look identical to this Sample)
TRAVELER' S
POLICY NUMBER:
WORKERS COMPENSATION
AND
EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 00 03 13 ( 00)- 01
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We havethe right to recoverour paymentsfrom anyoneliable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. ( rhis agreement applies only to the extentthat you performwork undera written contract that requiresyou to obtain this agreementfrom us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
SCHEDULE
DESIGNATED PERSON:
TheCity of RanchoCucamonga, its officers, officials, employees, designated volunteers and agentsserving asindependentcontractors in the role of City or nfficinlc
DESIGNATED ORGANIZATION:
PSA without professional liability insurance ( contractor) Last Revised: 05122114
Vendo Onitials
Page16
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx Attachment B — Sample Additional Insured for On -going Projects PSA without professional liability insurance ( contractor) Last Revised: 05122114
Vendor nitials
age 17
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx POLICY NUMBER: COMMERCIAL GENERAL LIABILITY
CG 2010 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person( s)
Or Organization( s): Location( s) Of Covered Operations The City of Rancho Cucamonga,
its officers, officials, employees,
designated volunteers and agents
serving as independent contractors
in the role of City or officials.
Information required to complete this Schedule if not shown above will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person( s) or
organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury", " property damage" or " personal and advertising injury"
caused, in whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured( s) at the location( s) desig-
nated above.
CG 2010 07 04
B. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:
This insurance does not apply to ' bodily injury" or
property damage" occurring after:
1. All work, including materials, parts or equip-
ment fumished in connection with such work,
on the project ( other than service, maintenance
or repairs) to be performed by or on behalf of
the additional insured( s) at the location of the
covered operations has been completed; or
2. That portion of " your work" out of which the
injury or damage arises has been put to its in-
tended use by any person or organization other
than another contractor or subcontractor en-
gaged in performing operations for a principal
as a part of the same project.
ISO Properties, Inc., 2004
PSA without professional liability insurance ( contractor) Last Revised: 05122114
Vendor nitials
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx 0004,10
ACORO
COASREP- 01
CERTIFICATE OF LIABILITY INSURANCE
DATE ( MM/ DD/ YYYY)
2/ 24/ 2020
THIS CERTIFICATEIS ISSUEDAS A MATTEROF INFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER. THIS
CERTIFICATEDOES NOT AFFIRMATIVELYOR NEGATIVELYAMEND, EXTENDOR ALTER THE COVERAGEAFFORDEDBYTHEPOLICIES BELOW. THIS CERTIFICATEOF INSURANCEDOES NOT CONSTITUTEA CONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is anADDITIONALINSURED, the policy(ies) must haveADDITIONALINSUREDprovisions or be endorsed.
If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies mayrequirean endorsement. A statementon this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).
PRODUCERLicense # 0663959
Mackey & Mackey Insurance Agency, Inc.
P. O. Box 1209
Hanford, CA 93232
INSURED
Coastal Reprographics
880 Via Esteban # B
San Luis Obispo, CA 93401
CONTACT Rondl GhamDerS
NAME:
LAIC, No, EXt): (559) 583-9393113 ( AAic, No):
ADDRESS: rondi@mackey- insurance. com
INSURER( S) AFFORDING COVERAGE NAIC #
INSURERA: Sentinel insurance Company Ltd. 11000
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFYTHAT THE POLICIESOF INSURANCELISTED BELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITIONOF ANY CONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS
CERTIFICATEMAYBE ISSUEDORMAYPERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICES DESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH ' OLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY RAIDCLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER ( MM/ DDIYYYYI ( MM/ DD/ YYYYI A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
1, 000, 000
CLAIMS - MADE OCCUR 51SBAAM4228 4/ 21/ 2020 4/ 21/ 2021 DAMAGE TO RENTED PREMISES ( Ea occurrence) $
MED EXP ( Any one person) $
0, 000
PERSONAL & ADV INJURY $
1, 000, 000
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000, 000
POLICY JECPROT - LOC OTHER:
AUTOMOBILE
LIABILITY ANY
AUTO OWNED
SCHEDULED AUTOS
ONLY AUTOS HIRED
NON OWNEDAUTOS
ONLY AUTOS ONLY UMBRELLA
LIAB OCCUR EXCESS
LiAB CLAIMS - MADE DED
RETENTION $ WORKERS
COMPENSATIONAND
EMPLOYERS' LIABILITY Y / N ANY
PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/
MEMBER EXCLUDED? N / A Mandatory
in NH) If
yes, describeunder DESCRIPTION
OF OPERATIONSbelow PRODUCTS -
COMP/ OP AGG $ 21000,
000 COMBINED
SINGLE LIMIT Ea
accident) BODILY
INJURY ( Per person) BODILY
INJURY ( Per accident) PROPERTY
DAMAGE Per
accident) EACH
OCCURRENCE $ AGGREGATE $
PER
OTH- STATUTE
ER E.
L. EACHACCIDENT $ E.
L. DISEASE - EA EMPLOYEE $ E.
L. DISEASE -POLICY LIMIT $ DESCRIPTION
OF OPERATIONSI LOCATIONS / VEHICLES ( ACORD 101, AdditionalRemarks Schedule, may be attachedif morespaceis required) Policy FormSS0008providesblanketprimarywordingand blanketwaiverof subrogationwhen requiredby writtencontract. FOR
INFORMATIONONLY CERTIFICATE
HOLDER CANCELLATION SHOULD
ANY OF THEABOVEDESCRIBEDPOLICIES BE CANCELLEDBEFORE THE
EXPIRATIONDATE THEREOF, NOTICE WILL BE DELIVEREDIN FOR
INFORMATIONONLY ACCORDANCE WITH THE POLICYPROVISIONS. AUTHORIZED REPRESENTATIVE MAt
ACORD
25 ( 2016/03) © 1988- 2015 ACORDCORPORATION. All rightsreserved. The ACORDname and logo are registeredmarks of ACORD
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
MACKEYAND MACKEYINSURANCEAGENCY, INC
W W W. MACKEY- INSURANCE. COM
Certificates of Insurance:
The attachedcertificate merely provides evidence of insurance. You may have signed contracts, leases, or other agreements requiring you to provide this certificate. In those agreements, you may assume obligations and/or liability for others. Someof theseobligations are not coveredby insurance. You should review these with a competent legal counsel.
Additional Insureds:
In addition to providing a certificate of insurance, you may also be required to nameyour client or customer on your policy as an additional insured. This action requires an actual endorsement / changeto your policy and is possible only with the permission of the insurancecompany. In somecasesthere may be an additional premium to add additional insuredsto your policy.
There areother potential consequencesof including additional insureds on your policy which include, but are not limited to:
1) Your policy limits are now shared with other entities; their claims involvement may reduce or exhaust your aggregate limits.
2) Your policy may provide higher limits than required by contract; but your full limits can be exposeddueto the additional insured.
3) There may be conflicts in defensewhen your insurer hasto defendboth you and the additional insured.
Some contracts, leasesand agreementsyou sign may have indemnity and/or hold harmlessrequirements that cannot be addressedby an insurancepolicy. We recommend that these agreements be thoroughly reviewed by you and your legal counsel.
450 Kings County Dr., Suite 101 P.O. Box 1209 Hanford, CA 93232 Phone: ( 559) 583- 9393 Fax : ( 559) 582- 3903 800 Quintana Rd. Suite 1A Morro Bay, CA 93442 Phone: ( 805) 772- 1799 Fax: ( 805) 772- 6906 STATE LICENSE # 0668959
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx AMENDMENTNO. 1
to
ProfessionalServicesAgreement (CO #2021-033)
between
DataArc (hereinafter “Contractor”)
and
Cityof RanchoCucamonga (hereinafterthe “City”)
This AmendmentNo. 1 will serveto amendthe ProfessionalServicesAgreement hereinafter “Agreement”), CO# 2021-033, to incorporatethefollowing:
Thetermof thisAgreementshallautomaticallyrenewfor anadditional one (1) yearandshallbecomeeffectiveasof thedateof themutualexecutionby way of both parties’ signature (the “EffectiveDate”) unlesseitherpartygivestheotherwrittennoticeof terminationatleastten (10) dayspriorto theendof therelevantterm.
CityshallcompensateConsultantassetforthin ExhibitA, provided, however, thatfull, totalandcompleteamountpayableto Contractorshallnotexceed $99,999.00 PleaseseetheattachedExhibit "A" for costcompensation), includingalloutof pocketexpenses, unlessadditionalcompensationisapprovedbytheCityManageror CityCouncil. Cityshallnot withholdanyfederal, stateor othertaxes, or otherdeductions. However, Cityshallwithholdnotmore thantenpercent (10%) of anyinvoiceamountpendingreceiptof anydeliverablesreflectedin such invoice. UndernocircumstanceshallConsultantbeentitledto compensationfor servicesnotyet satisfactorilyperformed.
Thepartiesfurtheragreethat compensationmaybeadjustedin accordancewith Section1.2 to reflectsubsequentchangesto the Scopeof Services. City shallcompensateConsultantfor any authorizedextraservicesassetforthin ExhibitA.
EitherpartyshallhavetherighttoterminatethisAgreementatanytimeforanyor noreasononnotlessthanten (10) dayspriorwrittennotice. In theeventCityexercisesitsrightto terminatethisAgreement, CityshallpayContractorforanyservicessatisfactorilyrenderedpriorto theeffectivedateof thetermination, providedContractorisnotthenin breachofthisAgreement.
Contractorshallcomplete
beforeterminatingAgreement.
All otherTermsandConditionsof theoriginalAgreementCO#2021-033, will remainin full effect.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executedthis Amendmentby way of signature by both partiesandon the dateindicatedbelow.TheCity will processfor signatureandprovideDataArc withone (1) fullyexecutedcopyof theAmendment.
LastRevised: 09/28/2012 Page1of2
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx Cityof RanchoCucamongaCRSWestInc, dbaDataArc
By: _________________________________ By: ______________________________ Name DateName Date
TitleTitle
By: ______________________________ By: _________________________________ Name Date Name Date
Title Title
twosignaturesrequiredif corporation)
LastRevised: 09/28/2012 Page2of2
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
EXHIBIT A
SCOPEOFSERVICES
VendorInitials
PSAwithoutprofessionalliability insurance (contractor) Page14 LastRevised: 05/22/14
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx CRSWest, Inc (dbaDataArc) 2022-2023PriceList
ItemDescription UOMQTYDataArc
1 RecordsBackfileConversion, ScanningandQualityControlServicesEA1$ 0.00 2 5ƒ t EA1$0.
02 3 Scanningin color, B&W, grayscale EA1$0.
02 4a Scan Various Documents (sizes) upto8. 5" X 11" EA1$0. 055 4b Scan Various Documents (sizes) 8.5" X 11" to 11" X 17" EA1$0. 13 5 Scan VariousPlans (sizes) over11" X 17" EA1$0.
56 6 Scan Various Microfilm: 16mm EA1$0.
05 7 Scan Various Microfilm: 35mm EA1$0.
10 8 Multi- paging & Indexing: Chargefor additionalindexfields EA1$0. 02 9 Conversionof Images & Indexto LaserficheVolumes EA1$10. 00 10 CD with scannedimages EA1$5.
00 11 DVDwith scannedimages EA1$10.
00 12 USBwith scannedimages EA1$15.
00 13a t tƒ t EA1$
0. 00 13bwƒ tƒ t
EA1$ 0.03 13cwƒ tƒ t w {
EA1$0. 08 14FilesharingviaCloudStorage ( 30day
storage) - per volume EA1$ 5. 00
15 DocumentsDestructionBox1$15. 00Pick- up, deliveryand returnof original documents 16 EA1Included17
Overnight shippingandhandlingchargesEA1$25. 0018
Quick turn- aroundexpedite feeEA1$
0. 10 19 AdditionalFees EA1$ 0.00
20 AdditionalCharges (pleasespecify)Sum1$ 0.00
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx Last Revised: 09/28/2012 Page 1 of 1
AMENDMENT NO. 003
to
Professional Services Agreement (CO #2021-033)
between
Crisp Imaging (hereinafter “Service Provider”)
and
City of Rancho Cucamonga (hereinafter the “City”)
Th
is Amendment No. 003 will serve to amend the Professional Services Agreement ( hereinafter “Agreement”), CO# 2021-033, to incorporate the following:
2. Term of Agreement: The term of this Agreement shall automatically renew for an ad ditional three (3) years and shall become effective as of the date of the mutual execution by way of both parties' signature (the "Effective Date") unless either party gives the other written notice of termination at least ten (10) days prior to the end of the relevant term.
3.Com
pensation:
3.1 Compensation. City shall compensate Service Provider as set forth in Exhibit A.
All o
ther Terms and Conditions of the original Agreement CO#2021-033, will remain in full effect.
IN
WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment by way of signature by both part ies and on the date indicated below. Please return two (2) original signed copies to the City no later than June 6, 2024. The City will process both copies for signature and provide Crisp Imaging with one (1) fully executed copy of the Amendment.
Crisp Imaging
By: ______________________________
Name Date
______________________________
Title
City of Rancho Cucamonga
By: _________________________________
Name Date _________________________________
Title
By: ______________________________
Name Date
______________________________
Title
By: _________________________________
Name Date _________________________________
Title
(two signatures required if corporation)
Keith Gettle
Senior Vice President | Operations Mayor
DocuSign Envelope ID: F6DF3298-0E79-4418-9127-9113D542CEFF 6/4/2024 | 6:37 AM PDT
6/4/2024 | 6:39 AM PDT
CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx
____________
Vendor Initials
PSA without professional liability insurance (contractor) Page 14 Last Revised: 05/22/14
EXHIBIT A
SCOPE OF SERVICES
DocuSign Envelope ID: F6DF3298-0E79-4418-9127-9113D542CEFF CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx 108%
Item Description UOM QTY 2024-27
1 Records Backfile Conversion, Scanning and Quality Control Services EA 1 $0.000 2 Document Preparation EA 1 $0.022
3 Scanning in color, B&W, grayscale EA 1 $0.022
4a Scan Various Documents (sizes) up to 8.5" X 11" EA 1 $0.059 4b Scan Various Documents (sizes) 8.5" X 11" to 11" X 17" EA 1 $0.140 5 Scan Various Plans (sizes) over 11" X 17" EA 1 $0.605 6 Scan Various Microfilm: 16 mm EA 1 $0.054
7 Scan Various Microfilm: 35 mm Per Card 1 $1.080
8 Multi-paging & Indexing: Charge for additional index fields EA 1 $0.022 9 Conversion of Images & Index to Laserfiche Volumes EA 1 $10.800 10 CD with scanned images EA 1 $5.400
11 DVD with scanned images EA 1 $10.800
12 USB with scanned images EA 1 $16.200
13a Place Permits & Plans in box in original order EA 1 $0.000 13b Reassembly of Permits & Plans to original order and folder EA 1 $0.032 13c Reassembly of Permits & Plans Replace Staples to original order and folder EA 1 $0.086 14 File sharing via Cloud Storage (30 day storage) - per volume EA 1 $5.400 15 Documents Destruction Box 1 $16.200
16 Pick-up, delivery and return of original documents (10 box/bag minimum) EA 1 $80.000 17 Overnight shipping and handling charges EA 1 $27.000 18 Quick turn-around expedite fee EA 1 $0.108
19 Additional Fees EA 1 $0.000
20 Additional Charges (please specify) Sum 1 $0.000
21 Additional Charges (please specify) Sum 1 $0.000
Crisp Imaging 2024-2027 Price List (3 year)
DocuSign Envelope ID: F6DF3298-0E79-4418-9127-9113D542CEFF CCD:170-10\sd\H:\COMMON\Records Management \Scanning\Contract 2024\Participation Agreement.docx