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CD Document Imaging ServicesAGREEMENT FOR DOCUMENT IMAGING SERVICES FOR PLANNING DIVISION ADDRESS FILES This Agreement is made and entered into this /rT day of 91 -he- , 2021, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and SOFTFILE, (hereinafter "CONTRACTOR"). RECITALS WHEREAS, and the CITY desires to employ the services of a CONTRACTOR to provide document imaging services to digitize the address files for the Planning Division of the Community Development Department;and WHEREAS, the CITY budgeted for the Planning Division Document Retention Program for Fiscal Year 2020/2021 ; and WHEREAS, CONTRACTOR digitized the Building Division of the Cummunity Development Department address files in 2006 and continues to help with scanning as needed for Building; and AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. Alicia Giudice, Community Development Director, 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'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Russ Nelson 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 Planning address files and prepare the scanned images to be added to Alchemy for retention. There are approximately 875,000 images to be scanned and indexed, as more particularly described in Exhibit "A", attached hereto and incorporated herein. DUTIES OF CITY. CITY shall pay the compensation as outlined in the proposal attached as Exhibit "A" and shall make available Planning Division files for imaging as well as provide data file for match and mcrge and barcode sheet printing. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR the unit prices described in Exhibt "A", not to exceed $75,000 for the cost of digitizing services. 5. TERM OF AGREEMENT. The term of this Agreement shall commence on March 16, 2021, and end on June 30, 2021. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to six (6) months. 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. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. 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. 10. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sec, 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's Project Manager: Alicia Giudice, Community Development Director City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 TO CONTRACTOR's Project Director: Russ Nelson Softfile 209 Commerce Circle 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. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 17. 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. 18. COSTS AND ATTORNEY'S FEES. 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. 19. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 20. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and assigns. 21. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 22. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR J SC UTZ, City M6aer ATTEST: .41' A/ /i/1/if/�� r LINDSAY LARA, City Clerk APPROVED AS TO FORM: bn ROBERT F. EPSTEIN, Cit Attorney Name: 4 A-iL Title: [If Contractor is a corporation, add signature of second corporate officer] t; Name: Title: Se c r�c—T Aru/ Project Quote ■ ■ • 209 Commerce Circle s oftf i I e ■ Sacramento CA 95815 Date: June 10, 2021 BUSINESS SERVICES 916-927-4211 Valid Until August 9, 2021 Customer Alicia Giudice, AICP Planning Manager City of San Rafael 415-485-3092 Project Description: Planning Small Format 346 boxes = approximately 875,000 images Assumed 10% two sided Approximately 11,000 files to index Index Unique ID: Project # & Address One address could have multiple project # Description Est. Quantity Price Unit Line Total Doc Scanning 11x17 or less 875,000 $ 0.060 Image $ 52,500.00 Data Entry - Project # & Address 11,000 $ 0.30 Each $ 3,300.00 Doc Prep Per Hour (5 hours per box) 700 $ 21.00 Hour $ 14,700.00 Ops Engineering / Pro Services - $ 500.00 Each Boxing and delivery 65 $ 40.00 Hour $ 2,600.00 Destruction 346 1 $ 5.00 Each $ 1,730.00 Special Notes and Instructions Customer will provide data file for match and merge and barcode sheet printing Finished product will go into San Rafael Alchemy. Version 9 Subtotal 74,830.00 Sales Tax $ - Shipping - Total 74,830.00 Above information is not an invoice. The quantities listed are only an estimate for budgetary purposes Please confirm your acceptance of this quote by signing this document Thank you for your business! CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Development Project Manager: Alicia Giudice Extension: x3092 Contractor Name: Softfile Contractor's Contact: Russ Nelson (916) 927-4211 ext 244 Contact's Email: russn@softflle.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 6/9/2021 6/9/2021 AMG b. Email contract (in Word) & attachments to City ❑x Atty c/o Laraine.Gittens@cityofsanrafael.org AMG 2 City Attorney a. Review, revise, and comment on draft agreement 6/9/2021 ® LG and return to Project Manager 6/9/2021 ® LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 6/10/2021 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement © N/A agendized for Council approval *PSA > $75,000; or Purchase > $75,000; or Or ❑ Public Works Contract > $175,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 6/10/21 AMG Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement ! JVD 7 City Attorney Review and approve insurance in PINS , and bonds City Manager/ Mayor City Clerk (for Public Works Contracts) 8 Agreement executed by Council authorized official ! —/7-U Attest signatures, retains original agreement and l� forwards copies to Project Manager