RFP - Document Scanning ServicesLA QUINTA, CALIFORNIA
REQUEST FOR PROPOSALS
DOCUMENT SCANNING SERVICES
DATE: OCTOBER 31, 2013
5:00 PM
REQUEST FOR PROPOSALS
CITY OF LA QUINTA
DOCUMENT SCANNING SERVICES
To obtain a Request for Proposals (RFP) packet, contact Anna Ortiz at 760-777-
7000 or AOrtiz@la-quinta.org. Prior to releasing the RFP packet, your contact
information will be added to a registration list so that you may be notified by e-mail
should there be an addendum to this RFP.
DUE DATE AND TIME: OCTOBER 31, 2013 at 4:00 p.m.
NO LATE PROPOSALS WILL BE ACCEPTED
SUBMISSION REQUIREMENTS
Submit proposals by mail, hand delivery, or e-mail. Proposals must bear original or
electronic signatures. Submit three paper originals in a sealed envelope or one
electronic original to the following:
City Clerk's Office or rThompson@la-quinta.org
City of La Quinta Subject: RFP - SCANNING SERVICES
78495 Calle Tampico
La Quinta, CA 92253
RFP - SCANNING SERVICES
SUBMISSION RESTRICTIONS
No oral, telegraphic, facsimile, or telephonic proposals or modifications will be
considered. Proposals received after the due date and time will be returned
unopened.
QUESTIONS or REQUESTS FOR CLARIFICATION
Any request for clarification or other questions concerning this RFP or Attachments
must be submitted in writing and sent via e-mail to both addresses below no later
than October 21, 2013 at 5:00 p.m.
Susan Maysels, City Clerk: SMaysels@la-quinta.org
Teresa Thompson, Deputy City Clerk: TThompson@la-quinta.org
All responses will be e-mailed to those on the registration list at least one week
before the submission deadline.
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REQUEST FOR PROPOSALS
CITY OF LA QUINTA
DOCUMENT SCANNING SERVICES
INTRODUCTION
The City of La Quinta has two repositories for scanned records: (1) Laserfiche, and
(2) an internal system drive (J drive) for certain large format maps, aerial photos,
surveys and plans. For more than a decade, the City has been steadily scanning
current and historic records, with a retention period of ten years or more, into these
repositories. The remaining multi-year project scope consists of scanning records
in hundreds of file boxes and plan rolls.
To continue this project, the City desires to test the use of contract services for
some or all of its scanning beginning in fiscal year 2013/14. Through this Request
for Proposals (RFP), the City seeks a Contractor that can provide the highest
quality product at the most affordable price. The City anticipates a partnership
spanning multiple years with the selected Contractor.
SCOPE OF SERVICES
Samples of some file types to be scanned are general ledgers, soil and hydrology
reports, capital improvement projects, encroachment permits, building permits and
plans, and environmental impact reports. File folders may contain flat and folded
documents of varying sizes from 6"x9" to 36"x48", and plan rolls will vary in size
from under an inch to 12" or more in diameter. Proposers may assume that all
paper records are in good condition.
The work will commence when an agreement is fully executed. The City reserves
the right to extend the agreement for up to four (4) additional one (1) year periods,
and increase or decrease the budgeted amount for the additional periods.
The City desires the option to destroy some or all original documents scanned. In
order to do so, the quality of scanned documents and the diligence of quality
control must be superior.
Prior to releasing each box/roll of documents for scanning, the City will prepare
each file by removing duplicates and non -records, organizing the documents in the
desired scanning order, creating a manifest, and providing indexing and Optical
Character Recognition (OCR) instructions.
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PROPOSAL FORMAT
Firms are encouraged to keep their proposals brief and relevant to the specific
information requested herein. Proposals should be straightforward, concise and
provide "layman" explanations of technical terms that are used.
Present proposals in a format and order that corresponds to the numbering and
lettering contained herein with minimal reference to supporting documentation so
that proposals can be accurately compared. All proposals should include the
following:
A. Cover letter signed by an official authorized to bind the firm with name,
address, phone number, and e-mail address of firm's contact person, location of
firm's main office, location of the office that would service this project, a
validity statement stating that all information and pricing provided in the
proposal is valid for at least ninety (90) days, and a statement that any
individual who will perform work for the City of La Quinta is free of any conflict
of interest. Records may not leave the United States.
B. Background on the firm and its experience including the following:
1) number of years in business
2) taxpayer identification number
3) number of years scanning and indexing for government agencies
4) resumes of the project manager and key personnel who will be responsible
for performance of any contract resulting from this RFP
5) firm ownership and if incorporated, the state in which the firm is
incorporated and the date of incorporation
6) if the firm is a subsidiary of a parent company, identify the parent company
C. References of California government agencies (preferably cities utilizing
Laserfiche) for similar projects within the last three (3) years, which shall
include:
1) client name, client project manager, telephone number and e-mail address
2) project description
3) project start date, and end date
4) staff assigned to each project by your firm
5) discuss final outcome
D. Disclosure of any alleged significant prior or ongoing contract failures, any civil
or criminal litigation or investigation pending which involves the Proposer or in
which the Proposer has been judged guilty or liable within the last five years. If
there is no information to disclose, Proposer must affirmatively state there is no
negative history.
..
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E. Explanation of methodology including:
1) discuss shipping method(s), and in -transit security for original records
2) provide turnaround time for document return and digital file delivery
3) provide a complete process flow for tracking files and documents from
pickup to return, and method of accountability
4) provide a complete process flow for tracking the digital content, and method
of accountability
5) discuss indexing procedures
6) discuss naming conventions
7) discuss digital data delivery methods for easy transfer into Laserfiche, e.g.
CD, external hard drive, remote access, etc.
8) discuss quality control procedures and checks and balances
9) methods of protection of clients' original documents from fire, theft, and
other losses and damages
F. Description of Proposer's warranty/guarantee of work product.
G. Completed PRICING CHART. (ATTACHMENT 1)
H. List of complementary services offered by Proposer along with corresponding
prices.
I. Subcontracting any portion(s) of the Scope of Services is not preferable
however if a Proposer can demonstrate to the City's satisfaction that is in the
best interest of the project to permit a portion of the service(s) to be
subcontracted by Proposer, it may be considered. Provide details on the role of
any subcontractor that will be used. Assignment is prohibited.
J. List of services and/or information needed from the City in order for the project
to succeed.
K. A statement that, if selected, Proposer will provide the minimum insurance
coverage and indemnification noted in Sections 5.0 and 6.0 of the City's
Contract Services Agreement. (ATTACHMENT 2).
L. NON -COLLUSION AFFIDAVIT executed by an official authorized to bind the
firm. (ATTACHMENT 3)
M. ACKNOWLEDGMENT OF ADDENDA initialed acknowledging receipt of
addendum/addenda issued, if any. (ATTACHMENT 4)
N. Submit three (3) identical paper copies of the complete proposal including all
attachments with original signatures of an authorized company official.
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FIRMS RESPONDING TO THIS RFP MUST PROVIDE PRICES FOR EACH
OF THE FOLLOWING ON THE PRICING CHART (ATTACHMENT 1):
1) SHIPPING TO / FROM CITY HALL TO SCANNING SITE
a. List box sizes and related costs; indicate how plan rolls will be charged.
b. Provide a "pickup slip" or other document as proof of pick up, to be
signed by both City staff and Contractor's staff.
c. Provide a "return slip" or other document as proof of return, to be signed
by both City staff and Contractor's staff.
d. Mark "SCANNED" and DATE scanning completed on the outside of every
returned box.
e. Provide carrier's insurance and bonding limits.
2) PRE -SCANNING DOCUMENT PREP
Remove staples and clips, and as needed, repair damaged pages, affix odd
size pages to carrier sheets, insert separator pages, etc.
3) SCANNING
Scan paper documents at the best image rate from minimum 200 DPI to
400+ DPI, in all native sizes and colors to Laserfiche (TIFF) images with
template data. Provide per -image prices for the various sizes in Black &
White, greyscale and color.
4) FILE RE -ASSEMBLY
Re -assemble paper files in the same order they were found prior to scanning.
5) INDEXING
Data entry of index fields following City's templates and instructions.
6) OCR-ing
Convert City -selected pages to searchable text with OCR function.
7) DATA TRANSFER
Provide images and index data on one master and one duplicate CD/DVD,
Laserfiche Briefcase (LFB), or similar for importing into the City's Laserfiche
repository (currently running Laserfiche version 8.1). Provide a Certificate of
Authenticity image with each CD/DVD.
8) QUALITY CONTROL
Examine all scanned images and index data for completeness, clarity, and
accuracy. Where necessary, de -speckle, de -skew, rotate, rescan, correct,
suppress background, enhance, etc. documents to produce a readable digital
image. Quality control shall meet the following criteria for all images:
• Images shall be the same or better quality than the original
• Images shall be accurately labeled and indexed
•.
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• Images shall be visually inspected, quality adjustments made as needed
• After two attempts by Contractor to improve the quality of an image,
Contractor may stamp a document "Poor Quality Original" if it contains
unreadable text or graphics
• Contractor -scanned images found to be unacceptable based on the City's
quality control standards shall be put through all the steps above by
Contractor at no cost to the City
9) OTHER CHARGES, FEES OR BILLABLES
Provide explanation and amounts for any other charges, fees or billables not
listed above but necessary to complete the project. Non -disclosure of all
costs during the RFP process could result in disqualification.
PRICING ADJUSTMENTS
The City reserves the right to negotiate final pricing with the most qualified
Respondent. Pricing shall remain firm for the entire first term of the agreement.
Thereafter, any proposed pricing adjustment for additional periods, if any, shall be
submitted to the City in writing at least thirty (30) days prior to the new agreement
term. Any proposed pricing adjustments shall not exceed the Bureau of Labor
Statistics Consumer Price Index (CPI) using the database for Los Angeles -Riverside -
Orange County, CA; All Items; Not Seasonally Adjusted; annualized change
comparing the most recent month's reported data to the same month of the prior
year. (Data available from the U.S. Department of Labor website.) The City may or may not
accept price adjustments.
PROPOSAL PREPARATION COSTS
Any costs incurred in the preparation of a proposal, preparation of changes or
additions requested by the City, presentation to the City, travel in conjunction with
such presentations, or samples of items, shall be the responsibility of the
Respondent. The City assumes no responsibility and no liability for costs incurred
by Respondents prior to issuance of an agreement.
NEGOTIATIONS AND FINAL AGREEMENT
The City's Contract Services Agreement is attached for review prior to submitting a
proposal (ATTACHMENT 2). An agreement will not be binding or valid with the City
unless and until it is executed by authorized representatives of the City and of the
selected Proposer. At the discretion of the City, any or all parts of the successful
Proposer's proposal shall be made a binding part of the agreement.
ACCESS TO DOCUMENTS
The City must have access to all City documents in Contractor's possession upon
request, with a hard copy or electronic file provided within 24 hours.
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PROPRIETARY, CONFIDENTIAL AND PUBLIC INFORMATION
PROPRIETARY AND TRADE SECRET INFORMATION. One copy of each proposal
will be retained as an official record and will become public record after the award
of contract unless the proposal or specific parts can be shown to be exempt by law
(State Government Code §6254.15 and §6276). Each Proposer may clearly label part of a
proposal as "CONFIDENTIAL" if the Proposer thereby agrees to indemnify and
defend the City for honoring such a designation. The failure to so label any
information that is released by the City will constitute a complete waiver of all
claims for damages caused by any release of the information. If a public record
request for labeled information is received by the City, the City will notify the
Proposer of the request and delay access to the material until seven working days
after notification to the Proposer. Within that time delay, it will be the duty of the
Proposer to act in protection of its labeled information. Failure to so act will
constitute a complete waiver.
CONFIDENTIAL INFORMATION. Evaluation scores, weight factors, and negotiation
notes are confidential and will not be released or retained (State Government Code
§6254(a)).
PUBLIC INFORMATION. All proposals will be opened on the Submittal Deadline
and a list of Proposer names will be made available to the public upon request — no
other information will be released until a contract is executed. The final, executed
contract will be a public document. Proposals and other information will not be
returned. By submitting a proposal, the Proposer acknowledges and accepts that
the contents of the proposal and associated documents will become open to public
inspection once a Proposer is selected and a contract for scanning services is
executed.
SELECTION PROCESS AND TIMELINE
Proposals shall be reviewed and rated based on pricing and responses to all the
information requested by this RFP as well as responses from references and clients,
background checks, and any research on Proposers or other information pertinent
to the evaluation process. Closely ranked firms may be asked to furnish evidence
of capability, equipment, and financial resources to adequately provide the service.
Selection Timeline:
Issue RFP....................................................October 10, 2013
Deadline for Proposers' Questions ................ October 21, 2013
City's Response to Questions .......................October 24, 2013
RFP Submittal Deadline ................................ October 31, 2013
Complete Proposal Evaluation ........................ November 12, 2013
Contract Negotiations & Execution ................. November 22, 2013
Contract Effective Date & Project Start Date.. December 5, 2013
MODIFICATIONS AND WITHDRAWALS OF SUBMITTED PROPOSALS
Proposers may withdraw proposals prior to the Submittal Deadline by
submitting a written request to Teresa Thompson, Deputy City Clerk at
TThompson@la-quinta.org. Withdrawn proposals will be returned unopened.
Proposers may modify proposals prior to the Submittal Deadline by withdrawing
their proposal as noted above and re -submitting it before the Submittal Deadline.
CITY RIGHTS AND OPTIONS
The City reserves the right to:
• Issue addenda
• Make the selection based on its sole discretion
• Reject any and/or all proposals in whole or in part for any reason, including
suspicion of collusion among Proposers
• Issue subsequent Requests for Proposals
• Postpone opening proposals or selection for any reason
• Remedy errors in the Request for Proposal or in the RFP process
• Modify the Scope of Services in the Request for Proposals
• Approve or disapprove the use of particular subcontractors
• Negotiate with any, all or none of the Proposers
• Accept other than the lowest offer
• Waive informalities and irregularities in proposals
• Request additional information or clarification
• Request revisions during negotiations
• Invite any consultant of its choosing to assist with the evaluation of proposal
responses or to provide the City with a second opinion
• Enter into an agreement with another Proposer in the event the originally -
selected Proposer defaults or fails to execute an agreement with the City in a
timely manner
Attachments: 1 . Pricing Chart
2. Professional Services Agreement
3. Non -Collusion Affidavit Form
4. Addendum/Addenda Acknowledgment
ATTACHMENT
PRICING CHART
SERVICES.. ...................................................
PRICE per image
SHIPPING:
PRE -SCANNING DOCUMENT PREPARATION:
SCANNING: (best image rate: 200-400 DPI)
Black & White 8Y2 x 11, 8Y2 x 14, Plan sheets
Greyscale 8Y2 x 11, 8Y2 x 14, Plan sheets
Full Color 8 Y2 x 1 1 , 8Y2 x 14, Plan sheets
FILE RE-ASSEMBL Y.
INDEXING (per field pricing):
OCR-ing:
DATA TRANSFER (per CD/DVD or Laserfiche Briefcase):
QUALITY CONTROL:
OTHER CHARGES, FEES OR BILLABLES:
Use additional copies of this form if space is needed
Signed:
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ATTACHMENT 2
CONTRACT SERVICES AGREEMENT
THIS CONTRACT SERVICES AGREEMENT (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, a California municipal
corporation ("City"), and [insert name of Contractor], a
[insert form of business entity, e.g. a California corporation]
("Contractor") .
RECITALS
WHEREAS, City desires to utilize the services of Contractor as an
independent contractor to provide the City with document scanning and indexing
services, and
WHEREAS, Contractor represents that it is fully qualified to perform such
services by virtue of its experience and the training, education and expertise of its
principals and employees, and
WHEREAS, City desires to retain Contractor, and Contractor desires to serve
City to perform these services subject to the terms contained herein and all
applicable local, state and federal laws and regulations.
NOW, THEREFORE, in consideration of the performance by the parties of the
mutual promises, covenants, and conditions contained herein, the parties agree as
follows:
1.0 SERVICES OF CONTRACTOR
1 .1 . Scope of Services. In compliance with all terms and conditions of this
Agreement, Contractor shall provide those services related to document scanning
and indexing services as specified in the "Scope of Services" attached hereto as
Exhibit "A" and incorporated herein by this reference (the "services" or "work").
Contractor warrants that all services will be performed in a competent, professional
and satisfactory manner in accordance with the standards prevalent in the industry
for such services.
1.2. Compliance with Law. All services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, regulations
and laws of the City of La Quinta and any Federal, State or local governmental
agency of competent jurisdiction.
1.3. Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, 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, including a city business license. Contractor
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shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or
are necessary for the performance of the services required by this Agreement.
1.4. Familiarity with Work. By executing this Agreement, Contractor
warrants that (a) it has thoroughly investigated and considered the scope of
services to be performed, (b) it has carefully considered how the work should be
performed, and (c) understands the difficulties and restrictions attending
performance of the services under this Agreement. Should Contractor discover any
latent or unknown conditions materially differing from those inherent in the work, it
shall immediately inform City of such fact and shall not proceed until written
instructions are received from the Contract Officer (as defined in Section 4.2
hereof).
1.5. Statement of Experience. By executing this Agreement, Contractor
represents that it has demonstrated trustworthiness and possesses the quality,
fitness and capacity to perform the Agreement in a manner satisfactory to City.
Contractor represents that its financial resources, surety and insurance experience,
service experience, completion ability, personnel, current workload, experience in
dealing with public agencies all suggest that Contractor is capable of performing
the proposed contract and has a demonstrated capacity to deal fairly and
effectively with and to satisfy a public City.
1.6. Standard of Care. Contractor acknowledges and understands that the
services and work contracted for under this Agreement require specialized skills
and abilities and that, consistent with this understanding, Contractor's services and
work will be held to a heightened standard of quality and workmanship. Consistent
with Section 1.4 hereinabove, Contractor represents to City that it holds the
necessary skills and abilities to satisfy the heightened standard of work as set forth
in this Agreement. Contractor shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work performed by Contractor,
and the equipment, materials, papers and other components thereof to prevent
losses or damages, and shall be responsible for all such damages, to persons or
property, until acceptance of the work by City, except such losses or damages as
may be caused by City's own negligence. The performance of services by
Contractor shall not relieve Contractor from any obligation to correct any
incomplete, inaccurate or defective work at no further cost to City, when such
inaccuracies are due to the negligence of Contractor.
1.7. Additional Services. In accordance with the terms and conditions of
this Agreement, Contractor shall perform services in addition to those specified in
the Scope of Services only when directed to do so by the Contract Officer,
provided that Contractor shall not be required to perform any additional services
without compensation. Any addition in compensation not exceeding five percent
(5%) of the Contract Sum may be approved by the Contract Officer. Any greater
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increase must be approved by the City Manager or the City Council depending on
the amount.
1.8. Special Requirements. Additional terms and conditions of this
Agreement, if any, are set forth in Exhibit "D" (the "Special Requirements") which
is incorporated herein by this reference and expressly made a part hereof. In the
event of a conflict between the provisions of the Special Requirements and any
other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2.0 COMPENSATION
2.1. Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with Exhibit "B" (the "Schedule of
Compensation") in a total amount not to exceed dollars and
cents (S ) (the "Contract Sum"), except as provided in Section
1.6. The method of compensation set forth in the Schedule of Compensation may
include a lump sum payment upon completion, payment in accordance with the
percentage of completion of the services, pieces/units completed, or such other
methods as may be specified in the Schedule of Compensation but not exceeding
the Contract Sum.
2.2. Method of Payment. Any month in which Contractor wishes to
receive payment, Contractor shall submit to City no later than the tenth (10th)
working day of such month, in the form approved by City's Finance Director, an
invoice for services rendered prior to the date of the invoice. Such invoice shall (1)
describe in detail the services provided, and (2) contain a certification by a principal
member of Contractor specifying that the payment requested is for work performed
in accordance with the terms of this Agreement. City will pay Contractor for all
expenses stated thereon which are approved by City pursuant to this Agreement no
later than thirty (30) days after invoices are received by the City's Finance
Department.
3.0 PERFORMANCE SCHEDULE
3.1.
Agreement.
Time of Essence
Time is of the essence in the performance of this
3.2. Schedule of Performance. All services rendered pursuant to this
Agreement shall
Exhibit "C" (the
specified in the
Contract Officer.
be performed diligently and within the time period established in
"Schedule of Performance"). Extensions to the time period
Schedule of Performance may be approved in writing by the
3.3. Force Majeure. The time period specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement
shall be extended because of any delays due to unforeseeable causes beyond the
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control and without the fault or negligence of Contractor, including, but not
restricted to, acts of God or of the public enemy, fires, earthquakes, floods,
epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any
governmental agency other than City, and unusually severe weather, if Contractor
shall within ten (10) days of the commencement of such delay notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain
the facts and the extent of delay, and extend the time for performing the services
for the period of the forced delay when and if in his or her judgment such delay is
justified, and the Contract Officer's determination shall be final and conclusive
upon the parties to this Agreement.
3.4. Term. Unless earlier terminated in accordance with Sections 8.7 or
8.8 of this Agreement, this Agreement shall commence on , 2013 and
terminate on , 2014 (initial term). This agreement may be extended for
four (4) additional one-year terms upon mutual agreement by both parties
(extended term).
4.0 COORDINATION OF WORK
4.1. Representative of Contractor. The following principals of Contractor
are hereby designated as being the principals and representatives of Contractor
authorized to act in its behalf with respect to the work specified herein and make
all decisions in connection therewith:
a. [name & title of Contractor's principal(s)]
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It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing principals were a substantial inducement for City to
enter into this Agreement. Therefore, the foregoing principals shall be responsible
during the term of this Agreement for directing all activities of Contractor and
devoting sufficient time to personally supervise the services hereunder.
The foregoing principals may not be changed by Contractor and no other
personnel may be assigned to perform the service required hereunder without the
express written approval of City.
4.2. Contract Officer. The Contract Officer shall be Teresa Thompson,
Deputy City Clerk or such other person as may be designated in writing by the City
Clerk of City. It shall be Contractor's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and
Contractor shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer.
4.3. Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees
were a substantial inducement for City to enter into this Agreement. Except as set
forth in this Agreement, Contractor shall not subcontract with any other entity to
perform in whole or in part the services required hereunder without the express
written approval of City. In addition, neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior
written approval of City. Any attempted or purported assignment or sub-
contracting by Contractor without the City's express written approval shall be null,
void and of no effect.
4.4. 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 herein, except as otherwise set forth.
Contractor shall perform all services required herein as an independent contractor
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. Contractor shall have no
power to incur any debt, obligation, or liability on behalf of City. 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. Contractor agrees to pay all required taxes on
amounts paid to Contractor under this Agreement, and to indemnify and hold City
harmless from any and all taxes, assessments, penalties, and interest asserted
against City by reason of the independent contractor relationship created by this
Agreement. Contractor shall fully comply with the workers' compensation laws
regarding Contractor and Contractor's employees. Contractor further agrees to
indemnify and hold City harmless from any failure of Contractor to comply with
applicable workers' compensation laws. City shall have the right to offset against
the amount of any fees due to Contractor under this Agreement any amount due to
City from Contractor as a result of Contractor's failure to promptly pay to City any
reimbursement or indemnification arising under this Section 4.4.
4.5. City Cooperation. City shall provide Contractor with any plans,
publications, reports, statistics, records or other data or information pertinent to
services to be performed hereunder which are reasonably available to Contractor
only from or through action by City.
5.0 INSURANCE.
5.1. Insurance. Prior to the beginning of any Work under this Agreement
and throughout the duration of the term of this Agreement, Contractor shall
procure and maintain, at its sole cost, and submit concurrently with its execution
of this Agreement, insurance as described herein. All insurance coverage required
by this Agreement shall be placed with insurers authorized to do business in the
State of California with an AN, Best and Company rating level of A- or better,
Class VI or better, unless otherwise approved by the City's Risk Manager in
writing.
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5.1 .1 . Minimum Coverage. Insurance shall include the following (or
broader) coverage:
a. Commercial General Liability Insurance. Insurance
Services Office Commercial General Liability coverage "occurrence"
form CG 00 01 or its equivalent with an edition date prior to 2004 and
with minimum limits of $1,000,000 per occurrence and $2,000,000
in the aggregate for bodily injury, personal injury, and property
damage, including without limitation, blanket contractual liability.
b. Automobile Liability Insurance. Insurance Services Office
form number CA 0001 or equivalent covering Automobile Liability
covering bodily injury and property damage for all activities of
Contractor arising out of or in connection with Work to be performed
under this Agreement, including coverage for any owned, hired and
non -owned or rented vehicles, in an amount not less than $1,000,000
combined single limit for each accident.
C. Workers' Compensation Insurance. Contractor shall
maintain Workers' Compensation Insurance (Statutory Limits) and
Employer's Liability Insurance (with limits of at least $1,000,000 per
accident or disease). Contractor shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor
of City, its officers, agents, employees and volunteers.
5.1.2. Required Endorsements. Commercial General Liability insurance
policies required to be provided by Contractor hereunder shall contain or be
endorsed to contain the following provisions:
a. City, its employees, officials, agents and member
agencies shall be covered as additional insureds. Coverage shall apply
to any and all liability arising out of the Work or related to the
Contract. Additional insured status under the general liability
requirement shall be provided on Insurance Services Office Form CG
20 10 with an edition date prior to 2004, or its equivalent. Additional
insured status for completed operations shall be provided either in the
additional insured form or through another endorsement such as CG
20 37 with an edition date prior to 2004.
b. General and automobile liability insurance shall apply
separately to each insured against whom a claim is made or suit is
brought, except with respect to the limits of the insurer's liability.
Coverage will not be limited to City's vicarious liability.
C. Liability coverage shall be primary and non-contributing
with any insurance maintained by the City.
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d. Each policy required hereunder, and the associated
evidence of coverage (including the workers' compensation and
employer's liability policies), shall provide that coverage shall not be
suspended, voided, canceled or reduced in coverage or in limits except
after prior written notice has been given to City. Such provision shall
not include any limitation of liability of the insurer for failure to provide
such notice.
e. No liability insurance coverage provided to comply with
this Agreement shall prohibit Contractor, or Contractor's employees,
or agents, from waiving the right of recovery prior to a loss.
Contractor waives its right of recovery against City.
5.1 .3. Verification of Coverage. Contractor shall deposit with City
concurrent with the execution of this Agreement, certificates of insurance
evidencing the coverage required hereunder, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements
must be approved by the City's Risk Manager prior to commencement of services.
Current certification of insurance shall be kept on file with City at all times during
the term of this Agreement. City reserves the right to require complete, certified
copies of all required insurance policies at any time.
5.1.4. -No Waiver or Obligation. There shall be no recourse against
City for payment of premiums or other amounts with respect to the insurance
required to be provided by Contractor hereunder. Any failure, actual or alleged, on
the part of City to monitor compliance with these requirements will not be deemed
as a waiver of any rights on the part of City. City has no additional obligations by
virtue of requiring the insurance set forth herein. In the event any policy of
insurance required under this Agreement does not comply with these requirements
or is canceled and not replaced, City has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by City will be promptly
reimbursed by Contractor or City will withhold amounts sufficient to pay premium
from Contractor payments.
5.1.5. Prompt Notice. Contractor agrees to provide immediate notice
to City of any claim or loss against Contractor arising out of the work performed
under this agreement. City assumes no obligation or liability by such notice, but
has the right (but not the duty) to monitor the handling of any such claim or claims
if they are likely to involve City.
5.1.6. Subcontractors. Contractor shall include all subcontractors, if
any, as insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor approved by City. All coverages for
subcontractors, if any, shall be subject to all of the requirements stated herein
unless otherwise approved in advance in writing by City's Risk Manager.
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6.0 INDEMNIFICATION.
6.0 Indemnification. To the fullest extent permitted by law, Contractor
shall indemnify, protect, defend and hold harmless City and any and all of its
officials, employees and agents ("Indemnified Parties") from and against any and all
liability, claims, suits, actions arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs of any kind, whether actual,
alleged or threatened, including, without limitation, incidental and consequential
damages, actual attorney fees incurred by City, court costs, interest, defense costs
including fees of expert Contractors or expert witnesses incurred in connection
therewith and any other costs or expenses of any kind whatsoever incurred in
relation to, as a consequence of or arising out of or in any way attributable in
whole or in part to the performance of this agreement. All obligations under this
provision are to be paid by Contractor as the City incurs them.
6.1.1. Exception to Contractor's Obligation to Indemnify. Without
affecting the rights of City under any provision of this agreement or this section,
Contractor shall not be required to indemnify and hold harmless City as set forth
above for liability attributable to the sole fault of City, provided such sole fault is
determined by agreement between the parties or by the findings of a court of
competent jurisdiction. This exception will apply only in instances where City is
shown to have been solely at fault and not in instances where Contractor is solely
or partially at fault or in instances where City's fault accounts for only a percentage
of the liability involved. In those instances, the obligation of Contractor will be all-
inclusive and City will be indemnified for all liability incurred, even though a
percentage of the liability is attributable to conduct of the City.
6.1.2. Contractor Acknowledgment. Contractor acknowledges that
its obligation pursuant to this section extends to liability attributable to City, if that
liability is less than the sole fault of City.
6.1.3. Indemnity Provisions for Subcontractors. Contractor agrees to
obtain executed indemnity agreements with provisions identical to those set forth
here in this section from each and every subcontractor, sub tier contractor or any
other person or entity involved by, for, with or on behalf of Contractor in the
performance of this Agreement. In the event Contractor fails to obtain such
indemnity obligations from others as required here, Contractor agrees to be fully
responsible according to the terms of this section.
6.1.4. No Waiver; Survival. Failure of City to monitor compliance with
the requirements of this Section 6.1 imposes no additional obligations on City and
will in no way act as a waiver of any rights hereunder. Contractor's obligation to
indemnify and defend City as a set forth herein is binding on the successors,
assigns, or heirs of Contractor and shall survive the termination of this Agreement
or this section.
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6.2. Remedies. In addition to any other remedies City may have if
Contractor fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at its
sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this
Agreement.
b. Order Contractor to stop work under this Agreement and/or
withhold any payment(s) which become due to Contractor
hereunder until Contractor demonstrates compliance with the
requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any
other remedies City may have. The above remedies are not the exclusive remedies
for Contractor's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons or
property resulting from Contractor's or its subcontractors' performance of work
under this Agreement.
7.0 RECORDS AND REPORTS.
7.1. Reports. Contractor shall periodically prepare and submit to the
Contract Officer such reports concerning Contractor's performance of the services
required by this Agreement as the Contract Officer shall require.
7.2. Records. Contractor shall keep such books and records as shall be
necessary to perform the services required by this Agreement and enable the
Contract Officer to evaluate the cost and the performance of such services. Books
and records pertaining to costs shall be kept and prepared in accordance with
generally accepted accounting principles. 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.
7.3. Ownership of Documents. Originals of all drawings, specifications,
reports, records, documents and other materials, whether in hard copy or electronic
form, which are prepared by Contractor, its employees, subcontractors and agents
in the performance of this Agreement, shall be the property of City and shall be
delivered to City upon termination of this Agreement or upon the earlier request of
the Contract Officer, and Contractor shall have no claim for further employment or
additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials hereunder. Contractor shall cause all
subcontractors to assign to City any documents or materials prepared by them, and
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in the event Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages suffered thereby.
7.4. Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by, provided to, or handled by Contractor
in the performance of services under this Agreement shall not be released publicly
without the prior written approval of the Contract Officer or as required by law.
Contractor shall not disclose to any other entity or person any information
regarding the records or activities of City, except as required by law or as
authorized by City.
7.5. Confidentiality. Contractor covenants that all data, documents,
discussion, or other information, if any, developed or received by Contractor or
provided for in performance of this Agreement are deemed confidential and shall
not be disclosed by Contractor to any person or entity without prior written
authorization by City. City shall grant such authorization if disclosure is required by
law. All City data and documents shall be returned to City upon the termination of
this Agreement. Contractor's covenant under this section shall survive the
termination of this Agreement.
8.0 ENFORCEMENT OF AGREEMENT.
8.1. 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.
8.2. Disputes. In the event of any dispute arising under this Agreement,
the injured party shall notify the injuring party in writing of its contentions by
submitting a claim therefore. The injured party shall continue performing its
obligations hereunder so long as the injuring party commences to cure such default
within ten (10) days of service of such notice and completes the cure of such
default within forty-five (45) days after service of the notice, or such longer period
as may be permitted by the Contract Officer; provided that if the default is an
immediate danger to the health, safety and general welfare, City may take such
immediate action as City deems warranted. Compliance with the provisions of this
section shall be a condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver of any party's
right to take legal action in the event that the dispute is not cured, provided that
nothing herein shall limit City's right to terminate this Agreement without cause
pursuant to Section 8.8.
8.3. Retention of Funds. City may withhold from any monies payable to
Contractor sufficient funds to compensate City for any losses, costs, liabilities, or
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damages it reasonably believes were suffered by City due to the default of
Contractor in the performance of the services required by this Agreement.
8.4. 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. City's consent or approval of any act by Contractor
requiring City's consent or approval shall not 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 and shall not be a
waiver of any other default concerning the same or any other provision of this
Agreement.
8.5. 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 parties are cumulative and 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.
8.6. Legal Action. In addition to any other rights or remedies, either party
may take legal action, at law or at 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, or to obtain any other remedy consistent
with the purposes of this Agreement.
8.7. Termination Prior to Expiration of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 8.8 for termination for cause. City reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written
notice to Contractor. Upon receipt of any notice of termination, Contractor shall
immediately cease all services hereunder 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 thereafter in accordance with the
Schedule of Compensation or such as may be approved by the Contract Officer,
except as provided in Section 8.3.
8.8. Termination for Default of Contractor. If termination is due to the
failure of Contractor to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 8.2, take over work and prosecute the
same to completion by contract or otherwise, and Contractor shall be liable to the
extent that the total cost for completion of the services required hereunder exceeds
the compensation herein stipulated (provided that City shall use reasonable efforts
to mitigate such damages), and City may withhold any payments to Contractor for
the purpose of setoff or partial payment of the amounts owed City as previously
stated in Section 8.3.
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8.9. Attorneys' Fees. If either party commences an action against the
other party arising out of or in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs of suit from the
losing party.
9.0 CITY OFFICERS AND EMPLOYEES; CONFLICTS OF INTEREST;
NONDISCRIMINATION
9.1. Non -liability of City Officers and Employees. No officer or employee
of City shall be personally liable to Contractor, or any successor in interest, in the
event or any default or breach by City or for any amount which may become due to
Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
9.2. Conflict of Interest - City Officers and Employees. No officer or
employee of City shall have any personal interest, direct or indirect, in this
Agreement nor shall any such officer or employee participate in any decision
relating to the Agreement which affects his or her personal interest or the interest
of any corporation, partnership or association in which she or he is, directly or
indirectly, interested, in violation of any State statute or regulation. Contractor
warrants that it has not paid or given and will not pay or give any third party any
money or general consideration for obtaining this Agreement.
9.3. Conflict of Interest - Contractor. Contractor will comply with all state
and municipal conflict of interest laws and regulations including, without limitation,
City's Conflict of Interest Code (on file in the City Clerk's Office). City may require
Contractor to complete a California Form 700 Statement of Economic Interests
concurrent with Contractor's execution of this Agreement and before City will
execute this Agreement.
9.4. Covenant Against Discrimination. Contractor covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through
them, that there shall be no discrimination against or segregation of, any person or
group of persons on account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the performance of this Agreement. Contractor shall
take affirmative action to insure that applicants are employed and that employees
are treated during employment without regard to their race, color, creed, religion,
sex, marital status, national origin or ancestry.
10.0 MISCELLANEOUS PROVISIONS
10.1. Notice. Any notice, demand, request, consent, approval,
communication either party desires or is required to give the other party or any
other person shall be in writing and either served personally or sent by prepaid,
first-class mail to the address set forth below. Either party may change its address
by notifying the other party of the change of address in writing. Notice shall be
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deemed communicated forty-eight (48) hours from the time of mailing if mailed as
provided in this section.
To City:
CITY OF LA QUINTA
Attention: Teresa Thompson
78-495 Calle Tampico
La Quinta, CA 92253
To Contractor:
[Insert Contractor's contact information:
Name, title
Name of Business
Mailing Address
City, State Zip Code]
10.2. Integrated Agreement. This Agreement contains all of the agreements
of the parties and all previous understandings, negotiations and agreements are
integrated into and superseded by this Agreement.
10.3. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions
of any document incorporated herein by reference, the provisions of this
Agreement shall prevail except as otherwise provided in Section 1.7.
10.4. Amendment. This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing signed by both parties.
10.5. Severability. 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 a 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 are hereby declared as severable and shall be interpreted to carry out the
intent of the parties hereunder.
10.6. Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on
behalf of said parties and that by so executing this Agreement the parties hereto
are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA, CONTRACTOR:
a California municipal corporation
0
FRANK J. SPEVACEK, City Manager Name:
Dated:
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Title:
ATTEST:
SUSAN MAYSELS, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
M. KATHERINE JENSON, City Attorney
City of La Quinta, California
..
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Exhibit A
Scope of Services
1 . Services to be Provided: (include location of work)]
2. Performance Standards
Exhibit B
Schedule of Compensation
Payment shall be on a "Fixed Fee" basis in accordance with the Contractors
Schedule of Compensation attached herewith for the work tasks performed in
conformance with Section 2.2 of the Agreement. Total compensation for all work
performed under the Agreement shall not exceed Dollars and
_ Cents ($ ) except as specified in Section 1.6 - Additional Services of
the Agreement.
Additional authorized services will be billed at Contractor's then current
rates. Contractor's current hourly rates are set forth in the attached rate schedule.
[ATTACH CONTRACTOR'S HOURLY RATE SCHEDULE]
Exhibit C
Schedule of Performance
Contractor shall complete all services within the term of this agreement.
1.
Exhibit D
Special Requirements
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ATTACHMENT 3
NON -COLLUSION AFFIDAVIT FORM
Document Scanning Services
.................................... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
MUST BE EXECUTED BY PROPOSER AND
SUBMITTED WITH PROPOSAL
I, , (name) hereby declare as follows:
am (title) of (company), the
party making the foregoing proposal, that the proposal is not made in the interest
of, or on behalf of, any undisclosed person, partnership, company, association,
organization, or corporation; that the proposal is genuine and not collusive or sham;
that the proposer has not directly or indirectly induced or solicited any other
proposer to put in a false or sham proposal, and has not directly or indirectly
colluded, conspired, connived, or agreed with any proposer or anyone else to put in
a sham proposal, or that anyone shall refrain from proposing; that the proposer has
not in any manner, directly or indirectly, sought by agreement, communication, or
conference with anyone to fix the proposal price of the proposer or any other
proposer, or to fix any overhead, profit, or cost element of the proposal price, or of
that of any other proposer, or to secure any advantage against the public body
awarding the contract of anyone interested in the proposed contract; that all
statements contained in the proposal are true; and, further, that the proposer has
not, directly or indirectly, submitted his or her proposal price or any breakdown
thereof, or the contents thereof, or divulged information or data relative thereto, or
paid, and will not pay, any fee to any corporation, partnership, company
association, organization, proposal depository, or to any member or agent thereof
to effectuate a collusive or sham proposal.
I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
Proposer Signature
By Name
Title
Organization
Address
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ATTACHMENT 4
ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA
ADDENDUM NO. SIGNATURE INDICATING RECEIPT
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