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HomeMy WebLinkAboutCC Resolution 11969 (Digitize Building Permit Records; Softfile)RESOLUTION NO. 11969 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING AN AGREEMENT WITH SOFTFILE TO DIGITIZE BUILDING PERMIT RECORDS. (Term: One (1) year commencing on July 1, 2006 and ending on July 1, 2007. Upon mutual agreement of both parties, and subject to approval of City Manager, may be extended one (1) additional year) THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The CITY MANAGER and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, an agreement with SoftFile for document imaging services in an amount not to exceed $28,000, a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Monday, the 19th day of June, 2006, by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS Cohen, Heller, Miller and Mayor Boro None Phillips JEANNE M. LEONCINI, City Clerk vk 101 AGREEMENT FOR PROVIDING DOCUMENT IMAGING SERVICES This Agreement is made and entered into this 19th day of June, 2006, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and SoftFile., (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ the services of a CONTRACTOR to provide document imaging services to digitize building permit address files, WHEREAS, the CITY wishes to contract with a firm that has demonstrated the technical capabilities and customer service necessary to perform such tasks; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Chief Building Official is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Douglas Rider is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform document imaging services of building permit address files totalling approximately 166,320 images as more particularly described in Exhibit "A", attached hereto and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as outlined in the proposal attached as Exhibit A and shall make available the Building Division files for imaging. 4. COMPENSATION. UOPH For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR the unit prices described in Exhibit "A", not to exceed $28,000 for the full cost of digitizing services. TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year commencing on July 1, 2006 and ending on July 1, 2007. Upon mutual agreement of the parties, and subject to the approval of the City Manager, the term of this Agreement shall be extended for an additional period of one (1) year. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, a general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; and, if any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. 2 9. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 10. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 12. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Thomas Ahrens Chief Building Official City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 3 TO CONTRACTOR: David Scheppler Soffile 1600 Tribute Road Sacramento, CA 95815 14. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent CONTRACTOR, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent CONTRACTOR and not that of an employee of CITY. 15. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 16. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 17. COSTS AND ATTORNEY'S FEES. 4 The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 18. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL , C� 404' KENKOAHOFF, Interim City er ATTEST: J NNE M. LEONC I, CITY Clerk APPROV7,0 . #�7 GARY T. �L 3 CL. r—.-- 61 Attorney 5 CONTRACTOR B �J"r Y• Title: V, Le - 1,t,5 l9� F! (Revised 6/99) COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INbK AUU L IPOLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR INSRL TYPE OF INSURANCE DATE (MM/DD/YY) DATE (MMIDDIYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE UAMAUL I U KLN I tU A X X COMMERCIAL GENERAL LIABILITY CBP9825546 03/01/06 03/01/07PREMISES(Ea occurence) CLAIMS MADE rx-1 OCCUR I MED EXP (Any one person) GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ] JE� n LOC AUTOMOBILE LIABILITY A X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESSIUMBRELLA LIABILITY —1 OCCUR F-1 CLAIMS MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below OTHER CBP9825546 W-6307446 PERSONAL 8 ADV INJURY GENERAL AGGREGATE 1 PRODUCTS - COMPIOP AGG lEmp Ben. COMBINED SINGLE LIMIT 03/01/06 03/01/07 1 (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) 51000000 S100000 S5000 $1000000 1$2000000 $2000000 11000000 $1000000 AUTO ONLY - EA ACCIDENT I $ OTHER THAN EA ACC 1 $ AUTO ONLY: AGG S EACH OCCURRENCE S AGGREGATE $ I$ I$ 1 I$ X 1T0RY LIMITS I IOERtl- I 03/01/06 03/01/07 1 E.L. EACH ACCIDENT 1$1000000 1 E.L. DISEASE - EAEMPLOYEEI S 1000000 E.L. DISEASE -POLICY LIMIT I S 1000000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: Operations of Insured covered under this policy. The City of San Rafael is included as an Additional Insured per Form GECG 602 (09/04) attached. *10 -Day Notice of Cancellation due to Non -Payment of the Premium. CERTIFICATE HOLDER City of San Rafael Building Dept. Attn: Thomas Aherns 1400 Fifth Avenue San Rafael CA 94915-1560 ACORD 25 (2001/08) CANCELLATION CIT14 0 0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. �I `/7� V v na.vr.0 —PORATION 1988 L, r ACORD,. CERTIFICATE OFIDATE(MMIDD/YYYY) INSURANCE � 1 ,`LIABILITY I SOFTF 07/18/06 PRODUCER I:. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Argo Insurance Brokers, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License #0660864 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P. 0. Box 232017 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Pleasant Hill CA 94523-6017 Phone:925-682-7001 Fax:925-682-7024 INSURERS AFFORDING COVERAGE NAIC# INSURED (INSURER A: Golden Eagle Insurance corp INSURER B: Cypress Insurance Company Altec Systems, Inc. INSURER C: DBA: SoftFile 1600 Tribute Road INSURER D: 1 Sacramento CA 95815 1 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INbK AUU L IPOLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR INSRL TYPE OF INSURANCE DATE (MM/DD/YY) DATE (MMIDDIYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE UAMAUL I U KLN I tU A X X COMMERCIAL GENERAL LIABILITY CBP9825546 03/01/06 03/01/07PREMISES(Ea occurence) CLAIMS MADE rx-1 OCCUR I MED EXP (Any one person) GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ] JE� n LOC AUTOMOBILE LIABILITY A X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESSIUMBRELLA LIABILITY —1 OCCUR F-1 CLAIMS MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below OTHER CBP9825546 W-6307446 PERSONAL 8 ADV INJURY GENERAL AGGREGATE 1 PRODUCTS - COMPIOP AGG lEmp Ben. COMBINED SINGLE LIMIT 03/01/06 03/01/07 1 (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) 51000000 S100000 S5000 $1000000 1$2000000 $2000000 11000000 $1000000 AUTO ONLY - EA ACCIDENT I $ OTHER THAN EA ACC 1 $ AUTO ONLY: AGG S EACH OCCURRENCE S AGGREGATE $ I$ I$ 1 I$ X 1T0RY LIMITS I IOERtl- I 03/01/06 03/01/07 1 E.L. EACH ACCIDENT 1$1000000 1 E.L. DISEASE - EAEMPLOYEEI S 1000000 E.L. DISEASE -POLICY LIMIT I S 1000000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: Operations of Insured covered under this policy. The City of San Rafael is included as an Additional Insured per Form GECG 602 (09/04) attached. *10 -Day Notice of Cancellation due to Non -Payment of the Premium. CERTIFICATE HOLDER City of San Rafael Building Dept. Attn: Thomas Aherns 1400 Fifth Avenue San Rafael CA 94915-1560 ACORD 25 (2001/08) CANCELLATION CIT14 0 0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. �I `/7� V v na.vr.0 —PORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) Altec Systems, Inc. DBA: Soffile Policy No. CBP892SS4, Effective: 03/01/2006 to 3/01/2007 COMMERCIAL LIABILITY GOLD ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. Th s endorsement modifes insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I - COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions Item 2.g. 2) is replaced with the following: 2.g. 2) A watercraft you do not own that is: a) less than 50 feet long; and b) Not being used to carry persons or property for a charge, Item 2.g. 6) is added. 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The last paragraph of 2. Exclusions is replaced with the following: Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. SECTION I -COVERAGES COVERAGE C. MEDICAL PAYMENTS If Medical Payments Coverage is provided under this polity, the following is changed: 3. Limits The medical expense limit provided by this policy shall be the greater of: a. $10,000; or b. The amount shown in the declarations. Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. GECG 602 (09104) includes copyrighted material of Insurance Services Offices Inc. with its permission Page I oft The following is added: COVERAGE D. PRODUCT RECALL NOTIFICATION EXPENSES Insuring Agreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that: a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in "bodily injury" or "property damage'; and b. The "product recall notification expenses" are incurred and reported to us during the policy period. The most we will pay for "product recall notification expenses" during the policy period is $100,000. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B Item b. and d. are replaced with: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit' including actual loss of earnings up to $500 a day because of time off from work. SECTION II -WHO IS AN INSURED Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, firms, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50% of the stock or assets, will qualify as a Named Insured if: a) you have the responsibility of placing insurance for such entity; and b) coverage for the entity is not otherwise more specifically provided; and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the entity, or "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve (12) month anniversary of the policy inception date whichever is earlier. SECTION III - LIMITS OF INSURANCE Paragraph 2 is amended to include: The General Aggregate Limit of Insurance applies separately to each "location" owned by you, rented to you, or occupied by you with the permission of the owner. GECG 602 (09:`04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 2 of 2 Paragraph 6. is replaced with the following: 6. Subject to 5. above, the Fire Damage Limit is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising out of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500,000. or b. The amount shown in the Declarations. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Item 2. a.is replaced with: 2. Duties In The Event of Occurrence, Offense, Claim or Suit a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the "occurrence", offense, claim, or "suit". Knowledge of an "occurrence", offense, claim or "suit" by other employee(s) does not imply you also have such knowledge. To the extent possible, notice to us should include: 1) How, when and where the "occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the "occurrence", offense, claim or "suit". Item 4. b. 1) b) is replaced with: b. Excess Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner; or Item 6. is amended to include: 6. Representations d. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Item 8. is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. GEM 602 (09-04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 3 of 3 b. If required by a written "insured contract', we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under that written "insured contract' for that person or organization and included in the "products -completed operations hazard". Item 10. and Item 11. are added: 10. Cancellation Condition If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 days prior to the effective date of cancellation. 11. Liberalization If we adopt a change in our forms or rules which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. SECTION V- DEFINITIONS The following definitions are added or changed: 9. "Insured contract' a. Is changed to: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion or sprinkler leakage to premises while rented to you, or temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner is not an "insured contract'. 23 and 24 are added. 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 24. "Product recall notification expenses" means the reasonable additional expenses (including, but not limited to, cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisions are also added to this Coverage Part: A. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a. Your ongoing operations performed for that person or organization; or b. Premises or facilities owned or used by you. GECG 602 (09 04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 4 of 4 With respect to provision 1.a. above, a person's or organization's status as an insured under this endorsement ends when your operations for that person or organization are completed. With respect to provision 1.b. above, a person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises or facilities ends. 2. This endorsement provision A. does not apply: a. Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury", "property damage" or "personal and advertising injury"; b. To "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site 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 intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; c. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural, engineering or surveying services such as: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; d. To "bodily injury", "property damage" or "personal and advertising injury" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing; e. To any person or organization included as an insured under provision B. of this endorsement; f. To any person or organization included as an insured by a separate additional insured endorsement issued by us and made a part of this policy. B. ADDITIONAL INSURED — VENDORS Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization (referred to below as "vendor") with whom you agreed, in a written contract or agreement to provide insurance such as is afforded under this policy, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; GECG 602 (09 04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 5 of 5 d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. To "bodily injury" or "property damage' arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 6 of 6 SOFT Document Imaging Solution Historical Street Files June 2, 2006 Prepared for: Thomas Ahrens City of San Rafael Chief Building Official Prepared by: Russ Nelson 1600 Tribute Road Sacramento, Ca. 95815 916-927-4211 The ideas and prices presented herein are the property of SoftFile and are not to be copied or distributed without written permission. 1600 Tribute Road Sacramento, CA 95815-4400 916-927-4211 Fax 916-927-2410 EXHIBIT A PROJECT OVERVIEW City of San Rafael Historical Street Files Assessment: Currently the city's building department has 11,880 Historical Street files that have not been scanned and placed into the department's document management system. Because of the size of the project and lacking available resources the department has asked for a cost effective and timely solution to handle the existing backlog. By having SoftFile scan the files and index the corresponding address those files can then be placed the into the departments document imaging system. By doing so the City of San Rafael will be able to dramatically reduce the amount of documents currently stored onsite and provide immediate up-to-date information for all public records from one source. ASSUMPTIONS SoftFile has assumed the following in preparing this quote: Pick-up, Storage and Return or Destruction of Files: • San Rafael Building Department will box files for delivery • SoftFile will arrange for scheduled pickups from the San Rafael Building Department in San Rafael, CA • SoftFile will deliver the files to their production facility located in Sacramento, CA • SoftFile will assign a project manager for all file related requests and project overview • SoftFile will hold the department's files until authorization is provided by the department to return the files. Scanning Files to include the following: • SoftFile will prepare all files for scanning • SoftFile will scan approximately 11,880 files with approximately 14 pages per file. A total of 166,320 pages to be scanned (some possible color) • Approximately 3,564 large format folded drawings to be scanned (some possible color) San Rafael will indicate a color document to be scanned with a clearly marked post -it - note • SoftFile will index the 11,880 files with the street address on each file • APN will be added to each address using San Rafael provided data file • Any address that were not able to be matched to APN using the supplied data file will be manually indexed by SoftFile • SoftFile will perform several quality control actions before delivering data and images • SoftFile courier will deliver all data back to the San Rafael Building Department Deliverables • DVD -Rom with images • Original Documents will be returned to the department Project Timeline • SoftFile will initially pick up two shelves files for scanning monthly • Based on speed of the initial pick up SoftFile may be able to increase bi weekly or weekly pickup of files. Data will be returned on DVD -ROM monthly. • SoftFile's goal will be to scan all files within 2 months SoftFile Pricing Proposal Scanning Historic Street Files Description Quantity Proposal Unit Extension Pick Up, Storage, and Return: 8 $ 56.00 Trip $ 448.00 Document Preparation Per Hour: One Preparation hour equals 500 documents 332 $ 17.50 Hour $ 5,810.00 Document Scanning: Combination of 11x17 or smaller 200 dpi (TIFF Group IV) b/w 166,320 $ 0.069 Image $ 11,476.08 Document Scanning Large Format 300 dpi (TIFF Group IV) b/w 3,564 $ 1.17 Image $ 4,169.88 Key Data Entry: Street Address 11,880 Street Files 3,564 Large format drawing 15,444 $ 0.17 Per file $ 2,625.48 DVD Master 3 $ 56.00 DVD $168.00 Project Setup 3 $ 105.00 Hour $315.00 Estimated Total: $25 , 012.44 Optional Solutions Description Quantity Proposal Unit Extension Document Scanning: Combination of 11x17 or smaller (color) $ 0.56 Image Document Scanninq Larqe Format (color) $ 3.57 Image Manual entry of APN if not matched to address $ 0.10 Per file NOTE: Shipping and applicable taxes apply to prices listed above. The above quantities are estimates; client will be billed on actual quantities. Prices listed above are valid up to 60 days after date of proposal Customer Acceptance Date 3 DOCUMENT PREPARATION Prior to beginning the preparation process, our team meets with a client representative to obtain specific instructions on document handling; including document order and organization, how to handle exceptions and anomalies, and final disposition of the documents after the imaging process is completed. During the initial step in the document imaging process, our staff removes any and all staples, paperclips and bindings from the source documents to ensure that the document itself is scanner ready. This task is truly a vital piece of the process as our staff works carefully to maintain the file integrity throughout the preparation process. Additional responsibilities of the document preparation staff include verifying file order, inserting barcode separator sheets (if required) and returning the documents to their original condition after imaging (if required). Once this process has been completed the documents/files are then routed to our image capture department. SCANNING During the scanning process, the primary concern of our scanning technicians is to maintain the integrity of our clients' documents. This includes capturing a high-quality image and keeping the pages of the document in exact order. SoftFile will typically scan all documents as a TIFF group IV image at 200 dpi resolution (unless otherwise requested by the client). For image capture SoftFile utilizes Bell & Howell document scanners which are rated as the highest quality image capture device in the industry today. The Bell & Howell scanners offer a robust document throughput as well as an "intelligent monitoring feature" that checks for image quality problems, document mis-feeds, and paper jams. Upon completion of the scanning process our operators perform a brief QC of their work prior to releasing the data over to our Data Entry/OCR department for indexing. For the purpose of this project SoftFile will be utilizing a dual key from image process with an accuracy rate of 99.95%. For consistent accuracy SoftFile will use a combination of personnel, software and procedures to insure that the captured data exceeds accuracy requirements. Our accuracy begins with our software. We have designed our Key From Image (KFI) software from the ground up, allowing us to customize field order, data validation, use of look up tables and data formatting. As part of our data entry process we assign a QC technician for every five data entry employees. This individual performs a variety of checks which include running pre -designed queries against a SQL database, as well as visually verifying keyed data and live monitoring of work. Once this stage of the process has been completed the data will be submitted to the project manager who will assemble all of the data and rerun the quality assurance queries against the database in its entirety. Prior to beginning the project SoftFile's data entry manager will spend time working with the client so that he will have a thorough understanding of all the details as they relate to the key data entry portion of the services. QUALITY CONTROL The Quality Control Stage is the next step in our imaging process. The primary function of the QC technician is to inspect the images and folders processed. This operator will check all images and indexes for accuracy, completeness and legibility. The technician will also ensure that any client -provided data has been properly merged with the manually -keyed data. The QC Supervisor has the authority to coach personnel and implement corrective action for any errors found during the QC inspection. The QC Supervisor oversees all document -handling aspects of the process and is the direct supervisor for the scanning and preparation personnel 4 CUSTOMER SERVICE SoftFile prides itself on providing high-quality imaging services and outstanding customer service. Our Customer Service Manager, David Scheppler, will help oversee this project in order to ensure that it is completed on-time and on -budget. You can contact David for assistance with any of the following: - Request for documents that are being processed at SoftFile's production facility - Minor changes in scope of work - Any changes to pickup/delivery schedule - Any other day-to-day issues David's contact information is: David Scheppler 916-927-4211 x240 dscheppler@softfile.com Your account manager will remain actively involved in your project. Please contact your account manager for any of the following: - Major changes in scope of work - Overall direction of the project All SoftFile personnel involved in this project will strive to ensure that your needs are met promptly and the project is completed to your satisfaction. SOFTFILE COURIER As part of the document imaging process, SoftFile will dispatch a courier to the client's facility to pick up the files for image conversion and data entry. During the pickup and delivery process, SoftFile will attempt to minimize disruption to client's employees. We will provide advance communication so that all files will be prepared for pickup and placed in an area that will provide our courier with fast and easy access. To insure the confidentiality of our client's records SoftFile employs our own couriers and does not outsource this service. All couriers employed by SoftFile are required to wear company uniforms and carry a picture ID during business hours. Business and vehicle insurance certificates are available upon request. This communication and any accompanying document(s) are confidential and privileged. They are intended for the sole use of the addressee. You are advised that any disclosure, copying or distribution is strictly prohibited. RAN/SoftFile June 2, 2006 S