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HomeMy WebLinkAboutA8495 - ECS IMAGING INC. CONTRACT SERVICES AGREEMENT Police Department Document Scanning and Indexing THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement') is made and entered into on February 27, 2020, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ECS Imaging, Inc., a California Corporation, ("Contractor"). City and Contractor are individually referred to as "Party and are collectively referred to as the"Parties". RECITALS A. City requires document scanning and indexing,services, ("Project'). B. Contractor has submitted to City a proposal to provide Document Scanning and Indexing Services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide Enterprise Content Management System services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the-schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set_forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with.all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed-and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. ] Revised:1131118 720599.1 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon ,schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit"A". The total amount of Compensation shall not exceed $128,132.50. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Chances. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession.. 3.4 Appropriations. This Agreement is subject to,and contingent upon, funds being appropriated by the City Council of City.for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 2 Revised:1131/18 720599.1 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary.delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months, commencing on March 1, 2020, and ending on February 28, 2021, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement,with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Debbie Bodewin, Executive Vice President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, 3 'Revised:1131118 720599.1 were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In.addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as.to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result;and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted tight to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Debbie Bodewin Executive Vice President Jamie Dunn Account Manager 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability q Revised:1131/18 720599.1 under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the.Indemnified Parties for such matters indemnified are fully and finally..barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2182.8,then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and,all other public agencies whose approval of the project is required; (individually"Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims,judgments,.arbitration awards, settlements, costs, demands, orders and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non-design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non- design-professional sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and.free access to such books and records at all reasonable times, including the right to.inspect, copy, audit, and make records and transcripts from such records. 5 -Revised:1/31118 720599.1 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance ofthis Agreement shall be the property of City. Contractor shall deliver all above-referenced.documents to City upon request of the Contract Officer or upon the termination of this-Agreement. Contractor shall have no claim for further employment or additional compensation.as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at,its offices at all reasonable times during the term of this Agreement_and for,three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out-of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants-and agrees to submit to the personal jurisdiction of such court in the event of:such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result. of negotiation between the Parties. Accordingly, any.rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the 6 Revised:1131/18 - 720599.1 parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict.of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or.employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e.,place of origin, immigration status, cultural or linguistic characteristics;or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing 7 Revised:1/31118 720599.1 if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: ECS Imaging, Inc.. Attention: Executive Vice President 5905 Brockton Avenue, Suite C Riverside, CA 92506 11.2 Integrated Agreement. . This Agreement contains all of the agreements of the parties and supersedes,all other written agreements.. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement,which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon'and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise,upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement,by the same. 11.8 Authority. The persons executing .this Agreement on .behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this.Agreement. 8 Revised:1131/18 720599.1 IN WITNESS WHEREOF, the Parties have executed' this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: / o By: / David H.Ready, PhD City Manager APPROVED AS TO FORM: ATTEST By. /l By. Xeffreyofg. 11allingcZ' Jony M 'a City Attorney: City Clerk "CONTRACTOR" ECS Imaging,'Inc. Date: . 3'N' � By Debbie.Bodewin Executive Vice President APPROVED BY WY COUNCIL 9 Revised:1/31/18 720599.1 EXHIBIT:"A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And . Schedule of Performance I 1 Revised:1/31/18 720599.1 ECS Imaging,Inc: Phone: 7-8768 . . EC S '' Ave, •0 Quote Provider 012019 VI Quote Type- Scanning Quotation For Quote lure Name:. Anon Brown Dale: 2/17/2020 Company: City of Palm Springs Quote Number. 101820193 Phone: (760)323a234 Valid Through 3/31/2020, E-mail: Armn.Bmwn@palmspringsca.gov Tens: Net 50/50 Account Manager.. Jamie Dunn Phone: 760-41&3446 E-mail: Jamie ecsima in .com Descd Lion of Product and Services Job priced out as a per image cost. If any database can be used to assist With adding metadata to the images,ECS wilt create and implement a custom workflow at no additional charge to expidite the scanning. Price per Image includes:Scanning,Indexing 2 fields,Quality Control,and Full Text OCR Scanning Services ECSS-REG-B&W ECS Black&White Document Scanning Services up to legal size $ 0.045 2622500.00 $ 118,012.50 ECSS-35MM-FICHE ECS Conversion Services for 35mm Microfiche images $ 0.025 388800.00 $ 9,720.00 ECSS-PICKUP ECS Pick Up Fee $ 400.000 1.00 $ 400.00 Scanning,Subtotal $ 128,132.50 Special Terms Color and grayscale will be billed at$0.055 per image if needed.If additional indexing is required this will be billed hourly at$25/hr based on the actual time spent on the project. Subtotal $ 128,132.50 Tax Rate Software Only(Download Only) 0.00% Tax $ - Total $ 128,132.50 Termsa[ondnions: o Payment Terms:Net 20 after each batch returned. o Change orders after files have been returned are subject to restructuring/reladexing fee a Laserfiche Tiffs In portable volumes to be attached to your laseKche system o OCRing can be done during scan process at no charge.Any verification time Is$30.00 Per Hour o ECS will train customer on how to load data onto LF Server during first delivery,if needed aDVO Set=I Dan DVD,l Plus Viewer DVD-Plus Dub has retrieval engine an DVD:Regular size o consulting of folder template and volume set ups included in project set up fee documents fit approximately 9Q000Images o Items wlf be placed back Into original carrier(folder,sleeve,etc.) aCD Set=l Dan CO,l Plus Viewer W-Plus CD has retrieval engine on CO.Regular she rolls fit o Items will be delivered free of charge after being scanned approximam 10,000 Images o Items are scanned in order recoived.Any additional requests are subject to a charge o Boxes may be destioyedat the customers request at a cast of$16.00 a fox.A Destruction o Scanning In Tiff Images is 2M300dpi depending on need certificate will be provided o Paper/Plans:Indexing included is 2 field;-up to 20 characters and Unique Document Name o While documents are at ECS,we can provide an electronic copy for up to 4 per batch at no up to 20 characters each charge.Additional special handling requests are subject to charge of$30/per hour oMicrofiche:Indexing included Is the come on the Sleeve oIMPORTANT:Once the Imaged data has been delivered you will have 90 days on review all o Microfilm:Indexing included is the wine on the Cartridge Images.After 90 days all original documents will be destroyed or a storage box fee will apply o Images that have been fiched/filmed reverse have additional charge o ECS may choose to utilize a scanning partner to perform these services as quoted and ECS o NJ prices listed above are for estimating purposes only.Actual prices may vary would..in the bllling agent o Any upload fee Is for Sea per volume maximum o Pick up/Delivery charges(pricing varies,based on location and quantity Box Location Box Count Image Cc= Total Images Police Department 1,049 2,500 2,622,500 Total Image Count 2,622,500 Total Boxes 1,049 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:1131/18 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation-to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($I,000,000.00) per occurrence and two million dollars ($2;000,000) annual aggregate is: required X is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 13 Revised:1131118 720599.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either(1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless,otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No._" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract Na" or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 14 Revised:1131118 720599.1 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the ;City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:1131118 720599.1 AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT (A8495) WITH ECS IMAGING, INC. FOR POLICE DEPARTMENT DOCUMENT SCANNING AND INDEXING This Amendment No. 1 to the ContRcs �jrvices Agreement (A8495), ("Amendment No. 1"), is made and entered into this? 2020, by and between the City of Palm Springs, a California charter city and municipal corporation, ("City") and ECS Imaging, Inc., a California Corporation ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City required document scanning and indexing services ("Project"). B. Contractor submitted a proposal to provide document and scanning and indexing services, and based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City, under the terms of this Agreement. C. On February 27, 2020, City Council approved a Contract Services Agreement (A8495) with Contractor to provide the Police Department with document scanning and indexing services for an amount not to exceed $128,132.50 plus a 10% contingency for document conversion services. D. City has determined there is a need to add 25 Laserfiche Rio Pilot licenses, and remove the document scanning and indexing. E. Contractor has submitted to City a proposal to provide 25 Laserfiche Rio Pilot licenses under the terms of this Amendment No. 1, included as Attachment 1. F. The parties wish to enter into this Amendment No. 1 to proceed with the addition of 25 Laserfiche Rio Pilot licenses and removal of document scanning and indexing services. NOW, THEREFORE, in consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this First Amendment. SECTION 2. Section 3.1 Compensation of Contractor is hereby revised to read: Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of compensation shall not exceed $25,000. SECTION 3. Section 4.4 Term is hereby revised to read: Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months, commencing on March 1, 2020, and ending on February 28, 2022, unless extended by mutual written agreement of the parties. SECTION 4. Exhibit "A" Scope of Services is replaced with Contractor's proposal dated October 22, 2020, included at Attachment 1. • 25 Laserfiche Rio Pilot Named Full User Licenses $20,825.00 • Annual Maintenance and Licensing of 25 Laserfiche Rio Pilot Named Full Users $ 4,175.00 Total $25,000.00 SECTION 5. Full Force and Effect. All terms, conditions, and provisions of the Consulting Services Agreement (A8495), unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Consulting Services Agreement (A8495), the provisions of this Amendment No. 1 shall in all respects govern and control. SECTION 6. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties have executed this Amendment No.1 as of the dates stated below. Date: \1 I t ( Ze-- By: APPROVED AS TO FORM: By: By: J linger City Attorney "CONSULTANT" ECS IMAGING, INC. 5905 BROCKTON AVENUE, SUITE C RIVERSIDE, CA 92506 "CITY„ City of Palm Springs Arran Brown, Deputy City Manager ATTEST: k&Qffiony J M " MM City Clerk Date: r J B . Y. Signature rf--&5 I- Jei&- Printed Name/Title APPROVED BY CRY COUNCIL ���s 12-z7Zo Attachment No. 1 Contractor's Proposal for Services Quotation For Name: Jonathan Ballard Company City of Palm Springs Phone 760-323-8234 E-mail: Jonathan.Ballard@paimspringsca.gov V kAULC lykJl': 1\ll, Quotc Info Date. 102212U2U Quote Number 102220204 Valid Through 1251J2020 Terms Net 20 Account Manager Jamie Dunn Phone- 760-419-5446 E-mail Jamie ecsima i Co- D"cription of Product and Services ECS Support can be utilized if assistance is needed with the installation of these additional licenses. Software No includes Workflow, Web Access, Mobile, Adv. Audit Trail, Digital Signatures, Discussions, Unlimited Servers, Forms Essentials a • ENFPL50 Laserfiche Rio Pilot Named Full Users (50-99 users) $ 833.00 25 $ 20,825.00 Software Subtotal $ 20,825.00 Annual Maintenance and Licensing ENFPL50B Laserfiche Rio Pilot Named Full Users (50-99 users) LSAP $ 167.00 25 $ 4,175.00 Annual Maintenance Subtotal $ 4,175.00 Soecial Terins Tax Rate Software Only (Download Only) Software is only available via download and is not subject to CA sales tax i3tlltt7li cA Subtotal $ 25,000.00 0.000% Tax $ - Shipping $ Total $ 25,000.00 `Sofirware & Maintenance billed 100%at project start. 'Services billed 5D%up front minimclly w/remaining Services as incurred. *Standard Processing fee added to credit card payments Annual P R Coptract IrKkidm o Maximum 4 Hour Response Time - Upgraded from 24 hours with traditional LSAP support o Two free admissions to the ECS Annual Customer Conference along with Free Admission to o Live Hours of support are 700am - 5:00pm PST M-f Quarterly User Groups o Unlimited Phone and E-mail Support O Monthly E-Newsletter o Orrsite b me is calculated to the nearest half hour and minimum orsite calculation is o On-site/remote support hours included as quoted. On -site within next business day as between 2-8 hours depending on the location needed. Additional hours of support purchased at a discounted hourly rate. Customers not o On -site time can be used for remedial training, installing updates, and consulting, in addition under this plan can purchase on -site hours at 5250/haur with a 1 hour minimum for remote to support support, and an 8 hour minimum onsite charge In addition to travel expenses. o ECS may allow planned after hours support in rare circumstances. In these circumstances Priority Support will be billed at double the hourly rate. Hardware Return Policy: Unopened boxed hardware may be exchanged for a full cash or credit refund within 7 days -a 1S%restocking fee may apply. Defective hardware will be exchanged for a replacement per the terms and conditions specified on the product warranty card. ORD CERTIFICATE OF LIABILITY INSURANCE A�yyS DATE10/01/2022 n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 3657 Briarpark Dr., Suite 700 Houston, TX 77042 INSURED ECS IMAGING, INC. 5905 BROCKTON AVE STE C RIVERSIDE, CA 92506-1887 888-828-8365 Ace American Insurance Co. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 22667 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSN TYPE OF INSURANCE NDLSU D POLICY NUMBER MPOLICYEXP LSI N YEFF MPMn3DNYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE — OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ $ MED EXP (Any one person) $ PERSONAL &ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: $ GENERAL AGGREGATE POLICY PRO ❑ JECT LOG PRODUCTS-COMP/OP AGG $ S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per parson) $ ANY AUTO BODILY INJURY (Per accidem) $ ALL OWNED SCHEDULED AUTOS UTOS PROPERTY DAMAGE Per accldant $ NON -OWNED HIRED AUTOS AUTOS E UMBRELLA LIAB OCCUR EACH OCCURRENCE If AGGREGATE $ EXCESS LIAB CLAIMS -MADE DIED RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERJEXECUTIVE Y /N A OFEICER/MEMBER EXCLUDED? (Mandatory in NH) N/A X C51516138 10/01/2022 10/01/2023 X STATUTE ER E.L EACH ACCIDENT $ 1.000.000 E.L. DISEASE - EA EMPLOYE $ 1.000,000 E.L. DISEASE- POLICY LIMB $ 1 OW 000 II yes describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) WAIVER OF SUBROGATION IN FAVOR OF City Of Palm Springs WHEN REQUIRED BY WRITTEN CONTRACT. RECEWED SEP 19 2022 Office of the City Clerk CERTIFICATE HOLDER _ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CITY OF PALM SPRINGS 3200 E. TAHOUITZ CANYON WAY PALM SPRINGS, CA 92262 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number ECS IMAGING, INC. 5905 BROCKTON AVE STE C RIVERSIDE. CA 92506-1887 Policy Number Symbol: RWC Number: C51516138 Policy Period Effective Date of Endorsement 10/01/2022 TO 10/01/2023 10/01/2022 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the dale issued unless otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: City Of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 () Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be ]_JQ percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: $0 � A W? I� u Authorized Agent