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HomeMy WebLinkAbout2015 CON Scanning Service Corp - Disk Conversion and UploadingCITY OF NATIONAL CITY SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SCANNING SERVICE CORPORATION THIS AGREEMENT is entered into this 1st day of June, 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and SCANNING SERVICE CORPORATION, a corporation, (the "CONTRACTOR"). WHEREAS, CITY has upgraded its current document imaging and agenda management system known as Questys / LegisStream and WHEREAS, before the upgrade can be completed, it is necessary to convert and upload several data disks containing previously scanned documents into the upgraded version of Questys, and WHEREAS, CONTRTACTOR is uniquely qualified to perform the necessary conversion and uploading in a timely manner having previously performed such service and being familiar with Questys software and the CITY'S database and file structure. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. CITY agrees to engage CONTRACTOR and the CONTRACTOR agrees to perform the services set forth herein in accordance with the following terms and conditions: The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES The CONTRACTOR will perform services as set forth in the attached Exhibit 2a. LENGTH OF AGREEMENT Work to be completed on or before June 25, 2015. 3. COMPENSATION. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed $ 1,600.00. 4. PAYMENT SCHEDULE. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 1 5. TERMINATION. CITY may terminate this Agreement at any time by providing a one (1) day written notice to CONTRACTOR. 6. INDEPENDENT CONTRACTOR. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants or employees of CITY. 7. INSURANCE. CONTRACTOR shall obtain: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 2 J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. Insurance certificates must specify certificate holder as: City of National City ATTN: Risk Manager 1243 National City Blvd National City, CA 91950-4301 8. HOLD HARMLESS. CONTRACTOR shall defend, indemnify and hold CITY, its Officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONTRACTOR, or CONTRACTOR'S subcontractors, agents or employees' operations under this Agreement. CITY shall cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 9. ACCEPTABILITY OF WORK. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 10. BUSINESS LICENSE. The CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 11. MISCELLANEOUS PROVISIONS A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 3 I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY By: i1� Leslie Deese, City Manager APPROVED AS TO FORM: . dia G. Silva City Attorney SCANNING SERVICE CORPORATION. (Signatures of two corporate officers required) By: (Name) (Print) (Title) By: (Name) (Print) (Title) 4 I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY By: Leslie Deese, City Manager APPROVED AS TO FORM: Claudia G. Silva City Attorney SCANNING SERVICE CORPORATION. (Signatures of two corporate officers required) By: :1M,Mite.,j2 LG (Name) (Print) Ce s ct C-r (Title) By: MohadC(/..__-- (Name) M \ h c \ t'0t J1-1 � ►7 (Print) Sc ear/ (Title) 4 CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4301 Phone: 619-336-4226 Fax: 619-336-4229 Contact: Michael Dalla Title: City Clerk Email: mdalla@nationalcityca.gov SCANNING SERVICE CORPORATION. 15513 Cleveland Drive Fontana, CA 92336 Phone: 909-816-2329 Fax: Contact: Michael Friedman Title: President Email: mike@scanningservicecorp.com Taxpayer I.D. No.: 5 EXHIBIT "A" SCANNING SERVICE CORPORATION SCOPE OF SERVICES TO BE PERFORMED FOR CITY OF NATIONAL CITY 1. Convert disks of scanned documents as necessary to new version of Questys 2. Set up Importer Software on -site 3. Set up unique importer script for easier upload of future data disks TOTAL COST FOR SCOPE OF WORK: $1,600 6 = CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk SCANNING SERVICE CORPORATION Disk Conversion and Uploading Michael Dalla (City Clerk) Forwarded Copy of Agreement to Scanning Service Corporation