2018-21 CPS - Laserfiche Support Services
TO: Frank J. Spevacek, City Manager
FROM: Monika Radeva, Deputy City Clerk
DATE: May 30, 2018
RE: Contract Services Agreement with Complete Paperless Solutions (CPS) for
Annual Laserfiche Avante Software Support Services
Attached for your signature is the Contract Services Agreement with CPS for Annual
Laserfiche Avante Software Support Services for an amount of – Year 1 - $36,642.50;
Year 2 - $21,020.00; Year 3 - $21,020.00.
Please sign the attached agreement(s) and return it to the City Clerk for processing
and distribution.
Requesting department shall check and attach the items below as appropriate:
X Contract payments will be charged to account number: 502-0000-60301
X Amount of Agreement, Amendment, Change Order, etc.: See cost per year listed above
Total Cost for 3-year agreement = $78,682.50
X A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
_____ no reportable interests in LQ or ____ reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
X Approved by the City Council on 6/19/2018 (Info Bid Request issued May 7-18, 2018)
N/A City Manager’s signature authority provided under Resolution No. 2015-045 for budgeted expenditures
of $50,000 or less
N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following required documents are attached to the agreement:
X Insurance certificates as required by the agreement (approved by Risk Manager on May 30, 2018 - PN)
N/A Performance bonds as required by the agreement (originals)
X City of La Quinta Business License No.: LIC-766204; Expires: 06/30/2019
include License copy; or list License No. and Exp. date above
X Purchase Order number REQ No. 1718-0234 (06/20/2018)
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and
entered into by and between the CITY OF LA QUINTA, (“City”), a California municipal
corporation, and Complete Paperless Solutions (CPS) (“Contracting Party”). The parties
hereto agree as follows:
1.SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to Laserfice Avante
Support Services, as specified in the “Scope of Services” attached hereto as “Exhibit A”
and incorporated herein by this reference (the “Services”). The City shall reasonably
cooperate with granting access as required by Contracting Party for providing these
services. Contracting Party represents and warrants that Contracting Party is a provider
of first-class work and/or services and Contracting Party is experienced in performing
the Services contemplated herein and, in light of such status and experience,
Contracting Party covenants that it shall follow industry standards in performing the
Services required hereunder, and that all materials, if any, will be of good quality, fit for
the purpose intended. For purposes of this Agreement, the phrase “industry standards”
shall mean those standards of practice recognized by one or more first-class firms
performing similar services under similar circumstances.
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 and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party 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 of La Quinta business license. Contracting Party and
its employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and
approvals that are legally required for the performance of the Services required by this
Agreement. Contracting Party 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, and shall indemnify, defend (with counsel selected by City), and hold
City, its elected officials, officers, employees, and agents, free and harmless against any
such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed
against City hereunder. Contracting Party shall be responsible for all subcontractors’
compliance with this Section.
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1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if
any, and fully acquainted itself with the conditions there existing, (c) it has carefully
considered how the Services should be performed, and (d) it fully understands the
facilities, difficulties, and restrictions attending performance of the Services under this
Agreement. Should Contracting Party discover any latent or unknown conditions
materially differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not proceed
except at Contracting Party’s risk until written instructions are received from the
Contract Officer (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party’s work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5
hereinabove, Contracting Party represents to City that it holds the necessary skills and
abilities to satisfy the industry standard of quality as set forth in this Agreement.
Contracting Party shall adopt reasonable methods during the life of this Agreement to
furnish continuous protection to the Services performed by Contracting Party, 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 Services by City, except such losses or damages as may be caused by
City’s own negligence. The performance of Services by Contracting Party shall not
relieve Contracting Party 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 Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services (“Additional Services”) only when directed to do so by the Contract
Officer, provided that Contracting Party shall not be required to perform any Additional
Services without compensation. Contracting Party shall not perform any Additional
Services until receiving prior written authorization (in the form of a written change order
if Contracting Party is a contractor performing the Services) from the Contract Officer,
incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to
perform this Agreement, which said adjustments are subject to the written approval of
Contracting Party. It is expressly understood by Contracting Party that the provisions
of this Section shall not apply to the Services specifically set forth in the Scope of
Services or reasonably contemplated therein. It is specifically understood and agreed
that oral requests and/or approvals of Additional Services shall be barred and are
unenforceable. Failure of Contracting Party to secure the Contract Officer’s written
authorization for Additional Services shall constitute a waiver of any and all right to
adjustment of the Contract Sum or time to perform this Agreement, whether by way of
compensation, restitution, quantum meruit, or the like, for Additional Services provided
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without the appropriate authorization from the Contract Officer. Compensation for
properly authorized Additional Services shall be made in accordance with Section 2.3 of
this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof 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. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule
of Compensation”) in a total amount not to exceed Thirty Six Thousand, Six Hundred
and Forty Two Dollars and Fifty Cents ($36,642.50) for the first year; and Twenty One
Thousand and Twenty Dollars ($21,020.00) for the second and third years (the “Contract
Sum”), except as provided in Section 1.7. 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, payment for
time and materials based upon Contracting Party’s rate schedule, but not exceeding the
Contract Sum, or such other reasonable methods as may be specified in the Schedule
of Compensation. The Contract Sum shall include the attendance of Contracting Party
at all project meetings reasonably deemed necessary by City; Contracting Party shall
not be entitled to any additional compensation for attending said meetings.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, transportation expense, telephone expense, and similar costs and
expenses when and if specified in the Schedule of Compensation. Regardless of the
method of compensation set forth in the Schedule of Compensation, Contracting Party’s
overall compensation shall not exceed the Contract Sum, except as provided in
Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party
wishes to receive payment, Contracting Party 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, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to
each such staff member. Such invoice shall contain a certification by a principal
member of Contracting Party specifying that the payment requested is for Services
performed in accordance with the terms of this Agreement. Upon approval in writing
by the Contract Officer and subject to retention pursuant to Section 8.3, City will pay
Contracting Party for all items 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.
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2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer pursuant to Section 1.7 of this Agreement shall be paid
for in an amount agreed to in writing by both City and Contracting Party in advance of
the Additional Services being rendered by Contracting Party. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract Sum may be
approved by the Contract Officer. Any greater amount of compensation for Additional
Services must be approved by the La Quinta City Council, the City Manager, or
Department Director, depending upon City laws, regulations, rules and procedures
concerning public contracting. Under no circumstances shall Contracting Party receive
compensation for any Additional Services unless prior written approval for the
Additional Services is obtained from the Contract Officer pursuant to Section 1.7 of this
Agreement.
3.PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City
will suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in
“Exhibit C” (the “Schedule of Performance”). Extensions to the time period specified in
the Schedule of Performance may be approved in writing by the Contract Officer.
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 control and without the
fault or negligence of Contracting Party, 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 Contracting Party 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
the Contract Officer’s judgment such delay is justified, and the Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement.
Extensions to time period in the Schedule of Performance which are determined by the
Contract Officer to be justified pursuant to this Section shall not entitle the Contracting
Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on June 1,
2018, and terminate on May 31, 2021 (“Initial Term”). This Agreement may be extended
for three (3) additional year(s) upon mutual agreement by both parties (“Extended
Term”). The extended term shall commence automatically, with no further action or
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amendment to this Agreement required, unless, with or without cause, and upon no
less than thirty (30) days' written notice to Consultant (“notice of non-renewal”), City
notifies Consultant that this Agreement shall expire prior to the commencement of the
applicable extended term.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals and
representatives of Contracting Party authorized to act in its behalf with respect to the
Services specified herein and make all decisions in connection therewith:
(a) Claude Schott, Vice President of Sales
E-mail: CSchott@CPS247.com
(b) Joe Mempin, VP Professional Services Group - Programmer
E-mail: JMempin@CPS247.com
(c)
E-mail:
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 Contracting Party and devoting
sufficient time to personally supervise the Services hereunder. For purposes of this
Agreement, the foregoing Principals may not be changed by Contracting Party and no
other personnel may be assigned to perform the Services required hereunder without
the express written approval of City.
4.2 Contract Officer. The “Contract Officer” shall be Monika Radeva, Acting
City Clerk, or such other person as may be designated in writing by the City Manager of
City. It shall be Contracting Party’s responsibility to assure that the Contract Officer is
kept informed of the progress of the performance of the Services, and Contracting Party
shall refer any decisions, that 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. The Contract Officer shall have authority to sign all
documents on behalf of City required hereunder to carry out the terms of this
Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or 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
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interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than twenty five percent (25%) of the present ownership and/or
control of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting
Party without City’s express written approval shall be null, void, and of no effect. No
approved transfer shall release Contracting Party of any liability hereunder without the
express consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth
herein. City shall have no voice in the selection, discharge, supervision, or control of
Contracting Party’s employees, servants, representatives, or agents, or in fixing their
number or hours of service. Contracting Party 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.
Contracting Party 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. City shall not in any way or for
any purpose become or be deemed to be a partner of Contracting Party in its business
or otherwise or a joint venture or a member of any joint enterprise with Contracting
Party. Contracting Party shall have no power to incur any debt, obligation, or liability on
behalf of City. Contracting Party 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. Except for the
Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay
salaries, wages, or other compensation to Contracting Party for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to
Contracting Party for injury or sickness arising out of performing the Services hereunder.
Notwithstanding any other City, state, or federal policy, rule, regulation, law, or
ordinance to the contrary, Contracting Party and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for or become
entitled to any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement
System (“PERS”) as an employee of City and entitlement to any contribution to be paid
by City for employer contributions and/or employee contributions for PERS benefits.
Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party
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. Contracting Party shall fully comply
with the workers’ compensation laws regarding Contracting Party and Contracting
Party’s employees. Contracting Party further agrees to indemnify and hold City
harmless from any failure of Contracting Party to comply with applicable workers’
compensation laws. City shall have the right to offset against the amount of any
payment due to Contracting Party under this Agreement any amount due to City from
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Contracting Party as a result of Contracting Party’s failure to promptly pay to City any
reimbursement or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its
direct supervision, and that all personnel engaged in such work shall be fully qualified
and shall be authorized and permitted under applicable State and local law to perform
such tasks and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement
and throughout the duration of the term of this Agreement, Contracting Party shall
procure and maintain, at its sole cost and expense, and submit concurrently with its
execution of this Agreement, policies of insurance as set forth in “Exhibit E” (the
“Insurance Requirements”) which is incorporated herein by this reference and expressly
made a part hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of
Insurance to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency’s Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit
F” (“Indemnification”) which is incorporated herein by this reference and expressly
made a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer such reports concerning Contracting Party’s performance of the
Services required by this Agreement as the Contract Officer shall require. Contracting
Party hereby acknowledges that City is greatly concerned about the cost of the Services
to be performed pursuant to this Agreement. For this reason, Contracting Party agrees
that if Contracting Party becomes aware of any facts, circumstances, techniques, or
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events that may or will materially increase or decrease the cost of the Services
contemplated herein or, if Contracting Party is providing design services, the cost of the
project being designed, Contracting Party shall promptly notify the Contract Officer of
said fact, circumstance, technique, or event and the estimated increased or decreased
cost related thereto and, if Contracting Party is providing design services, the estimated
increased or decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the “Books and
Records”), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer to evaluate the performance of such Services. Any and all
such Books and Records shall be maintained in accordance with generally accepted
accounting principles and shall be complete and detailed. The Contract Officer shall
have full and free access to such Books and Records at all times during normal business
hours of City, including the right to inspect, copy, audit, and make records and
transcripts from such Books and Records. Such Books and Records shall be maintained
for a period of three (3) years following completion of the Services hereunder, and City
shall have access to such Books and Records in the event any audit is required. In the
event of dissolution of Contracting Party’s business, custody of the Books and Records
may be given to City, and access shall be provided by Contracting Party’s successor in
interest. Under California Government Code Section 8546.7, if the amount of public
funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of City, for a period of three (3) years after final
payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be
prepared by Contracting Party, its employees, subcontractors, and agents in the
performance of this Agreement (the “Documents and Materials”) shall be the property
of City and shall be delivered to City upon request of the Contract Officer or upon the
expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City
of its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City’s sole risk and without liability to
Contracting Party, and Contracting Party’s guarantee and warranties shall not extend
to such use, revise, or assignment. Contracting Party may retain copies of such
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Documents and Materials for its own use. Contracting Party shall have an unrestricted
right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any Documents and Materials prepared by them, and in the event
Contracting Party fails to secure such assignment, Contracting Party shall indemnify City
for all damages resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes
any changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this
Agreement and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-
exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any
and all copyrights, designs, rights of reproduction, and other intellectual property
embodied in the Documents and Materials. Contracting Party shall require all
subcontractors, if any, to agree in writing that City is granted a non-exclusive and
perpetual license for the Documents and Materials the subcontractor prepares under
this Agreement. Contracting Party represents and warrants that Contracting Party has
the legal right to license any and all of the Documents and Materials. Contracting Party
makes no such representation and warranty in regard to the Documents and Materials
which were prepared by design professionals other than Contracting Party or provided
to Contracting Party by City. City shall not be limited in any way in its use of the
Documents and Materials at any time, provided that any such use not within the
purposes intended by this Agreement shall be at City’s sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer or as required
by law. Contracting Party shall not disclose to any other entity or person any
information regarding the activities of City, except as required by law or as authorized
by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal
identifying information, documents that are not public records, draft documents,
discussion notes, or other information, if any, developed or received by Contracting
Party or provided for performance of this Agreement are deemed confidential and shall
not be disclosed by Contracting Party to any person or entity without prior written
authorization by City or unless required by law. City shall grant authorization for
disclosure if required by any lawful administrative or legal proceeding, court order, or
similar directive with the force of law. All City data, data lists, trade secrets, documents
with personal identifying information, documents that are not public records, draft
documents, discussions, or other information shall be returned to City upon the
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termination or expiration of this Agreement. Contracting Party’s covenant under this
section shall survive the termination or expiration of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed 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 Contracting Party 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, or
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 this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of
default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party 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 Contracting Party 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 Contracting Party. 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
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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
declaratory or 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
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 Contracting Party.
Upon receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer.
Contracting Party 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 amounts held as a retention pursuant to this
Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting
Party shall vacate any City-owned property which Contracting Party is permitted to
occupy hereunder and City may, after compliance with the provisions of Section 8.2,
take over the Services and prosecute the same to completion by contract or otherwise,
and Contracting Party 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 Contracting Party for the purpose of setoff or partial payment of the
amounts owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other
relief which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the
litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a
party entitled to attorneys’ fees shall be entitled to all other reasonable costs for
investigating such action, taking depositions and discovery, and all other necessary
costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable
-12-
whether or not such action is prosecuted to judgment. The court may set such fees in
the same action or in a separate action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any
amount which may become due to Contracting Party or to its successor, or for breach
of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which
would conflict in any manner with the interests of City or which would in any way hinder
Contracting Party’s performance of the Services under this Agreement. Contracting
Party further covenants that in the performance of this Agreement, no person having
any such interest shall be employed by it as an officer, employee, agent, or
subcontractor without the express written consent of the Contract Officer. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any State statute or regulation. Contracting Party
warrants that it has not paid or given and will not pay or give any third party any money
or other consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party 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 any impermissible classification including, but not
limited to, race, color, creed, religion, sex, marital status, sexual orientation, national
origin, or ancestry in the performance of this Agreement. Contracting Party 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, sexual orientation, national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or
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
-13-
other party of the change of address in writing. Notice shall be 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: Monika Radeva, Acting City
Clerk
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
Complete Paperless Solutions
Claude Schott, VP of Sales
4025 E. La Palma Avenue, Suite 204
Anaheim, CA 92807
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall
not limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument
10.5 Integrated Agreement. This Agreement including the exhibits hereto is
the entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall
be valid unless made in writing and approved by Contracting Party and by the City
Council of City. The parties agree that this requirement for written modifications cannot
be waived and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect
any of the remaining articles, 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 unless the invalid provision is so material that
its invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
-14-
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and
to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third-party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations
hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said
party, (iii) by so executing this Agreement, such party is formally bound to the provisions
of this Agreement, and (iv) that entering into this Agreement does not violate any
provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors, and assigns of the
parties.
[SIGNATURES ON FOLLOWING PAGE]
Exhibit A
Page 1 of 1 Last revised summer 2017
Exhibit A
Scope of Services
1. Annual Laserfiche LSAP Software Support
2. Additional Laserfiche Software Purchases
3. Annual User Software Support and Customizations
4. Professional Support Hours – for Laserfiche Software Customization
These services are describe in more detail in the attached “Laserfiche Avante Support
Services Proposal” dated May 9, 2018, authored by CPS.
BY COMPLETE PAPERLES SOLUTIONS - ANAHEIM, CALIFORNIA
LASERFICHE AVANTE SUPPORT SERVICES
PROPOSAL
City of La Quinta
ATTACHMENT TO EXHIBIT A - Scope of Services
- 1 - City of La Quinta
4025 E. La Palma Avenue, Suite 204
Anaheim, CA 92807
tel: 866-661-2425 fax: 714-716-8215
www.cps247.com
Letter of Transmittal
May 14, 2018
City of La Quinta
City Clerk’s Department
78495 Calle Tampico
La Quinta, CA 92253
Dear Monika,
We are pleased to submit the attached proposal for the Laserfiche Avante support services.
Complete Paperless Solutions (CPS) is a certified Value-Added Reseller (VAR) of the award-winning
Laserfiche™ Enterprise Content Management solution as well as a respected systems integrator and
consultancy.
The CPS staff focuses its business on helping Municipalities like the City of La Quinta to meet the challenge of
providing a great public service to your citizens while working in a high-demand, electronic records-intensive
environment.
Our support and professional services team has over eighty years combined experience with the proposed
services and solution and is currently maintaining over one hundred and thirty similar systems in the United
States.
We would be pleased to discuss any aspect of this proposal and to provide additional information related to
our proposed solution or ability to deliver.
We look forward to your positive review of this proposal and to answering any questions that may arise.
Sincerely,
Claude Schott
Vice President of Sales
- 2 - City of La Quinta
Table of Contents
Letter of Transmittal ............................................................................................................................................... 1
1. Company Profile ............................................................................................................................................. 3
a. Organization Chart ................................................................................................................................................................ 4
b. Project Team ........................................................................................................................................................................... 4
2. Support and Maintenance .............................................................................................................................. 7
a. Support Contact Information ................................................................................................................................................. 7
b. Basic Support Level ................................................................................................................................................................... 7
c. Priority Support Level .............................................................................................................................................................. 7
d. CPS VIP Support Level .............................................................................................................................................................. 8
3. Pricing Proposal .............................................................................................................................................. 9
a. Laserfiche LSAP Software Support................................................................................................................................. 9
b. Professional Services ........................................................................................................................................................ 10
c. Laserfiche Software Purchase ....................................................................................................................................... 11
d. Turnkey Solution ................................................................................................................................................................ 11
- 3 - City of La Quinta
1. Company Profile
Complete Paperless Solutions (CPS) is headquartered in Anaheim with offices in Paso Robles and Vista. CPS
has been in business since 1996 and is an employee owned company and employs ten (10) staff members.
CPS is currently assisting and supporting over one hundred and fifty clients on a nationally with the majority in
California and the minority in Florida, Louisiana, Massachusetts, New York, Pennsylvania, Texas and Wisconsin.
CPS has the highest ratio of support engineers per customer in California compared to all other Laserfiche
resellers. CPS is also a proud sponsor of MISAC and CCAC.
With over 80 years of combined experience in content management know-how, CPS is an award-winning,
premier reseller of Enterprise Content Management Products (ECM). In fact, over the years we’ve become
California’s “go-to” ECM vendor of choice. CPS’s portfolio of skills includes: full in-house support, business and
systems analysis and development and customization resources. Our ability to integrate with existing
applications and make content management “work how YOU work” is unparalleled. Additionally, both private
and public-sector clients recognize that CPS is “THE” systems integrator when it comes to meeting both
governance and compliance statutes. Whether implementing a paperless-invoicing process or enhancing
client/case management, CPS has created and implemented systems for law enforcement, clerks’ offices,
county and local governments, courts, schools, legal services, property management, billing services,
manufacturing and many, many more.
A representative sampling of some of our customers would include the Cities of Bakersfield, Big Bear,
Chowchilla, Claremont, Cerritos, Commerce, Covina, El Centro, El Monte, El Segundo, Encinitas, Fontana,
Fountain Valley, Gilroy, La Habra Heights, Irwindale, Lodi, Menifee, Montclair, Montebello, Murrieta,
Petaluma, Pismo Beach, Porterville, Poway, Redondo Beach, Rosemead, San Bernardino, Santa Clarita, Seal
Beach, Taft, Torrance, Westminster and Yucaipa just to name a few.
The first Laserfiche installation by CPS was in 1997 for the San Luis Obispo Sheriff Department who is still using
Laserfiche and has been with CPS for 21 years. Our customer centric business model promotes long term
relationships stemming from excellent service, fair pricing and good old-fashioned knowhow.
Our largest implementation is Spindletop of Beaumont Texas and part of the East Texas Behavioral Health
Network (ETBHN). Spindletop has a Laserfiche RIO solution that includes 227 named users, 1,546 read only
users and a Public Portal for unlimited users.
We would also like to mention that 70% of our customer base was implemented by CPS while the other 30%
was inherited from other Laserfiche Certified Resellers who did not meet the customers’ expectations
- 4 - City of La Quinta
a. Organization Chart
b. Project Team
The Anaheim office staff and software engineers will provide service and support for the City of La Quinta and
will assist you in the support, design, implementation, and training of the Laserfiche applicaion. We currently
have six (6) software engineers and three (3) application developers.
Communication between the City of La Quinta and CPS will be the essence of a successful implementation.
Therefore, Claude Schott will be the executive coordinator and main contact. Claude has over twenty years of
experience in document and record management industry and is currently the Vice President of Sales for CPS.
Claude joined the team in 2004. Prior to joining CPS, Claude was the President and CEO of Allgeier Computer
a Laserfiche Value Added Reseller (VAR). Claude holds a Master degree in Finance, International Marketing
and Sales.
Tom Ziencina
Chief Executive Officer
Arsene Hanssens
C.T.O – Programmer –
Laserfiche Support
Engineer
Greg Heim
V.P. – Sales –
Laserfiche Support
Engineer
Joe Mempin
V.P. Professional
Services Group –
Programmer –
Laserfiche Support
Engineer
Claude Schott
Chief Financial Officer
V.P. of Sales
Roland Acton
Programmer
Danene Schott
Office Manager
Nina Escolada
Laserfiche Support
Engineer
Joseph Uyan
Laserfiche Support
Engineer
Terrence Srey
Laserfiche Support
Engineer
- 5 - City of La Quinta
CPS’ Professional Services team lead by Joseph Mempin will assist the City of La Quinta in the implementation
of the Laserfiche Avante and Questys conversion.
Joe Mempin: Manager of Professional Services Group (PSG) – Certified Laserfiche Professional
Over fifteen (15) years of software programming and Laserfiche experience, including integrations and
customizations of client software systems, legacy programs, and Laserfiche. Mr. Mempin has been managing
the CPS team for the past ten (10) years. Previously he spent five (5) years developing application systems for
Allgeier Computer (previous Laserfiche VAR).
Notable Laserfiche experience:
• Client/Server • Web Access
• Laserfiche API/Toolkit • Import Agent
• Quick Fields and Scripting • Workflow Scripting
• WebLink/Public Portal • Scanning
• EForms and Design • Laserfiche Mobile
Notable Development Experience:
• C# • JavaScript
• VB.NET • VBScript
• ASP.NET • HTML 5 and CSS3
• ASP • TSQL
Other Notable Experience:
• Microsoft Windows Server 2008, 2012 • Accent
• Microsoft Office Suite 2005, 2007, 2010, 2013 • Digital Recorder
• Microsoft SQL Server 2005, 2008, 2012, 2014 • Digital Camera Interface
• Microsoft Visual Studio 2005-2013 • TeleForm
• Checkmation • UploadIt/File Uploader
Arsene Hanssens: Chief Technical Officer – Certified Laserfiche Professional
Arsene and his team are responsible for integration, customizations and software development. Arsene joined
the CPS team in 2006 but has been working with CPS since 2001. Arsene has Electronic Content Management
System (ECMS) programming experience since 1980. Arsene worked with the development of one of the very
first document page scanners “Copiscan” which was then purchased by Bell & Howell in 1985. Arsene has also
converted many other document management solutions into Laserfiche such as Questys.
- 6 - City of La Quinta
Joseph Uyan: Support Engineer – Certified Laserfiche Professional
Joseph has over thirteen (13) years of Laserfiche experience, is specialist in legacy Laserfiche conversion, and
client relations. Mr. Uyan spent the first three (3) years of his experience as a Laserfiche employee in the
support department and the last seven (7) years with CPS. Joseph’s roles include customer service/technical
support calls, large and small Laserfiche deployments, conducts specialized training courses, and project
documentation.
Notable Laserfiche Experience:
• Client/Server • Web Access
• Quick Fields • Import Agent
• Audit Trail • Workflow and Design
• Agenda Manager • Scanning
• WebLink/Public Portal • eForms and Design
• Mobile
Other Notable Experience:
• Microsoft Windows Server 2008, 2012 • Checkmation
• Microsoft Office Suite 2005, 2007, 2010, 2013 • Digital Recorder
• Microsoft SQL Server 2005, 2008, 2012, 2014 • Digital Camera Interface
• Accent • ScanTuit
• Cardiff TeleForm • UploadIt/File Uploader
• Complete OCR
Terrence Srey: Support Engineer – Certified Laserfiche Professional
Terrence has over ten (10) years of Laserfiche experience with the CPS team as a specialist in scanning
processes, document intake, and is certified as a Laserfiche Professional. Mr. Srey handles customer
service/technical support calls, large and small Laserfiche implementations, provides specialized training
courses, quality assurance, and scanner maintenance.
Notable Laserfiche Experience:
• Client/Server • Web Access
• Quick Fields • WebLink/Public Portal
• Workflow and Design • Audit Trail
• Scanning • Import Agent
• Mobile • eForms and Design
Other Notable Experience:
• Microsoft Windows Server 2008, 2012 • UploadIt/File Uploader
• Microsoft Office Suite 2005, 2007, 2010, 2013 • Digital Recorder
• Microsoft SQL Server 2005, 2008, 2012, 2014 • Digital Camera Interface
• Checkmation • ScanTuit
• Complete OCR
- 7 - City of La Quinta
Joseph Mempin, Joseph Uyan and Terrence Srey to be the onsite team to assist the City of La Quinta for the
Laserfiche installation and training as well as the ongoing maintenance and support.
2. Support and Maintenance
Laserfiche Software Assurance Plan (LSAP)
The proposed solution includes the Laserfiche Software Assurance Plan (LSAP) for one year with options for
annual renewal. Customers with current LSAP are provided unlimited telephone technical support and
software updates. Technical support (under the LSAP agreement) includes unlimited email, telephone and
remote access to address problems related to system configuration or performance. While guaranteed
response times are dictated by the terms of the support agreement, most support calls are taken live and
resolved within a single call.
All support calls are logged in a case management system and assigned priority and severity levels that will be
escalated (if necessary) to the development team and what lengths are necessary to address them such as
providing hotfixes or point releases of the software. All customers with current LSAP are granted access to the
Laserfiche Support Site where an abundance of knowledgebase documents can be used to support your
internal IT team and Laserfiche users.
Note: Ninety-five (95) percent of support issues taken by our team have “First Call” resolution and are usually
resolved within one hour.
a. Support Contact Information
• Support services are provided directly by CPS
• Our toll-free support number: 866-661-2425
• Non-emergency support calls can be directed to (support@cps247.com) or via our website
(http://www.cps247.com/Support/SubmitTicket.aspx)
b. Basic Support Level
• Monday to Friday during normal business hours from 8:00AM to 5:00PM PST
• Next business day guaranteed response time
c. Priority Support Level
• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST.
• 2 hours guaranteed response time
• Free remote upgrades
• Dedicated engineer
- 8 - City of La Quinta
d. CPS VIP Support Level
To create the least amount of burden on the IT staff, and to optimize the benefits of your Laserfiche software
we recommend our VIP support package. Our VIP program offers the followings:
• Monday to Friday during normal business hours from 7:00AM to 6:00PM PST.
• 2 hours guaranteed response time
• Free onsite upgrades
• A dedicated support engineer will serve s the primary contact for Laserfiche
support through a direct telephone line.
• Unlimited onsite training
• Next day onsite support guaranteed if remote issue non-resolved
• Unlimited onsite support
• Preventive Maintenance: 2 on-site visits per year to ensure optimum system functionality
• Preferred pricing on specific integration and development projects
• Free enrollment to the Laserfiche Conference (unlimited access)
• No travel cost
- 9 - City of La Quinta
3. Pricing Proposal
a. Laserfiche LSAP Software Support
Description Quantity Public Price
Laserfiche Avante SQL Server, incl. Workflow 1 $1,000.00
Laserfiche Named User, incl. Snapshot, Email and Forms
Essentials
4 $480.00
Laserfiche Standard Public Portal, includes Laserfiche
WebLink and 25 WebLink-only retrieval connections
1 $5,000.00
Laserfiche Plus Plug-In 1 $1,590.00
Laserfiche Quick Fields 1 $120.00
Laserfiche Zone OCR and Validation Package 1 $560.00
Laserfiche Real Time Loop Up and Validation Package 1 $120.00
Laserfiche Forms Professional 4 $40.00
Laserfiche Forms Add-on 1 $1,600.00
Total Basic LSAP Support
$10,510.00
Priority LSAP (Optional)
$15,765.00
VIP Support (Optional)
$21,020.00
Note: Pricing based on Laserfiche configuration communicated to CPS by the City of La Quinta. Pricing may
change upon full review of the configuration by Laserfiche.
- 10 - City of La Quinta
b. Professional Services
Description Quantity Public Price
Professional Services* 50 $10,000.00
Total Professional Services
$10,000.00
*Pricing limited to 50 hours and suggests VIP support - includes the followings:
• Enhance Records Management project
• 3 custom Workflows
• Building Permits Workflow
• Assessment Districts Interactive Map
• Specific Plans Interactive Map
• Agreements and Insurance Reports
• Maintain Weblink custom home page
• Weblink search results – customize into a “table-view”
Any work to be completed will be provided with a Statement of Work that will include time and labor. Any
additional work after 50 hours will be billed $150.00 per hour.
- 11 - City of La Quinta
c. Laserfiche Software Purchase
Description Quantity Public Price
Laserfiche Standard Public Portal, includes Laserfiche
WebLink and 25 WebLink-only retrieval connections
1 $25,000.00
Laserfiche Starter Public Portal, includes Laserfiche
WebLink and 10 WebLink-only retrieval connections
-1 ($15,000.00)
Laserfiche Advanced Audit Trail 4 $400.00
Laserfiche Advanced Audit Trail LSAP 4 $100.00
Total Software Purchase
$10,500.00
Note: Laserfiche Standard Public LSAP already included in Section a (above).
d. Turnkey Solution
Description Quantity Public Price
Laserfiche LSAP – VIP Support 1 $21,020.00
Professional Services 1 $10,000.00
Laserfiche Software Purchase 1 $10,500.00
Sub-Total
$41,520.00
Special CPS Discount
($4,877.50)
Total Turnkey Solution
$36,642.50
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to
Contracting Party under this Agreement is as follows:
Year 1 FY 2018/19 – $36,642.50, which is comprised of:
Laserfiche LSAP Software Support VIP – $21,020.00
Laserfiche Software Purchase – $10,500.00
Professional Services – $10,000.00
One-time Services Discount – ($4,877.50)
Year 2 FY 2019-20 – $21,020.00
Year 3 FY 2020-21 – $21,020.00
Total Contract Sum for the three-year initial period is $78,682.50
The Contract Sum shall be paid to Contracting Party in installment payments made
on a monthly basis and in an amount identified in Contracting Party’s schedule of
compensation attached hereto for the work tasks performed and properly invoiced by
Contracting Party in conformance with Section 2.2 of this Agreement.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the term of this agreement. No special
project schedule is applicable.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
None.
Exhibit E
Page 1 of 6
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability
insurance against all claims for injuries against persons or damages to property
resulting from Contracting Party’s acts or omissions rising out of or related to
Contracting Party’s performance under this Agreement. The insurance policy shall
contain a severability of interest clause providing that the coverage shall be primary for
losses arising out of Contracting Party’s performance hereunder and neither City nor its
insurers shall be required to contribute to any such loss. An endorsement evidencing
the foregoing and naming the City and its officers and employees as additional insured
(on the Commercial General Liability policy only) must be submitted concurrently with
the execution of this Agreement and approved by City prior to commencement of the
services hereunder.
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising
out of the use of any automobile by Contracting Party, its officers, any person directly
or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
Exhibit E
Page 2 of 6
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party’s performance under this Agreement. If Contracting Party or
Contracting Party’s employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each
such person. The term “automobile” includes, but is not limited to, a land motor vehicle,
trailer or semi-trailer designed for travel on public roads. The automobile insurance
policy shall contain a severability of interest clause providing that coverage shall be
primary for losses arising out of Contracting Party’s performance hereunder and neither
City nor its insurers shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and “Covered Professional Services” as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
“pay on behalf of” the insured and must include a provision establishing the insurer’s
duty to defend. The policy retroactive date shall be on or before the effective date of
this agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability limits no
less than $1,000,000 per accident or disease.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of
the required polices are reduced; or (3) the deductible or self-insured retention is
increased. In the event any of said policies of insurance are cancelled, Contracting Party
shall, prior to the cancellation date, submit new evidence of insurance in conformance
with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery
of policies or certificates evidencing the same shall not be construed as a limitation of
Contracting Party’s obligation to indemnify City, its officers, employees, contractors,
subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party 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 Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exhibit E
Page 3 of 6
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
Contracting Party’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
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party’s or its subcontractors’ performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party
general liability coverage required herein to include as additional insureds City, its
officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. Contracting Party also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Contracting Party, or Contracting Party’s employees, or agents, from
waiving the right of subrogation prior to a loss. Contracting Party agrees to waive
subrogation rights against City regardless of the applicability of any insurance proceeds,
and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City
or its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been
first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called “third party action over” claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises. Contracting
Party shall not make any reductions in scope of coverage (e.g. elimination of contractual
liability or reduction of discovery period) that may affect City’s protection without City’s
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Contracting Party’s general liability policy, shall be delivered to
Exhibit E
Page 4 of 6
City at or prior to the execution of this Agreement. In the event such proof of any
insurance is not delivered as required, or in the event such insurance is canceled at any
time and no replacement coverage is provided, City has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests under this or any other
agreement and to pay the premium. Any premium so paid by City shall be charged to
and promptly paid by Contracting Party or deducted from sums due Contracting Party,
at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project by
Contracting Party, provide the same minimum insurance coverage required of
Contracting Party. Contracting Party agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided in conformity
with the requirements of this section. Contracting Party agrees that upon request, all
agreements with subcontractors and others engaged in the project will be submitted to
City for review.
10. Contracting Party agrees not to self-insure or to use any self-insured
retentions or deductibles on any portion of the insurance required herein (with the
exception of professional liability coverage, if required) and further agrees that it will
not allow any contractor, subcontractor, Architect, Engineer or other entity or person in
any way involved in the performance of work on the project contemplated by this
agreement to self-insure its obligations to City. If Contracting Party’s existing coverage
includes a deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At that time the City shall review options with the
Contracting Party, which may include reduction or elimination of the deductible or self-
insured retention, substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement
to change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
Exhibit E
Page 5 of 6
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as
City, or its employees or agents face an exposure from operations of any type pursuant
to this agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party’s insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to City within five (5) days
of the expiration of coverages.
16. The provisions of any workers’ compensation or similar act will not limit
the obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as
a waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct
from any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
Exhibit E
Page 6 of 6
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party 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.
Exhibit F
Page 1 of 2
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without
limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation
expenses, and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused in whole or in part
by any negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that Contracting Party
shall bear the legal liability thereof) in the performance of professional services under
this agreement. With respect to the design of public improvements, the Contracting
Party shall not be liable for any injuries or property damage resulting from the reuse of
the design at a location other than that specified in Exhibit A without the written
consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law,
Contracting Party shall indemnify, defend (with counsel selected by City), and hold
harmless the Indemnified Parties from and against any liability (including liability for
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, court
costs, attorneys’ fees, litigation expenses, and fees of expert consultants or expert
witnesses) incurred in connection therewith and costs of investigation, where the same
arise out of, are a consequence of, or are in any way attributable to, in whole or in part,
the performance of this Agreement by Contracting Party or by any individual or entity
for which Contracting Party is legally liable, including but not limited to officers, agents,
employees, or subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction (Limitation
on Indemnity). Without affecting the rights of City under any provision of this
agreement, Contracting Party shall not be required to indemnify and hold harmless City
for liability attributable to the active negligence of City, provided such active negligence
is determined by agreement between the parties or by the findings of a court of
competent jurisdiction. In instances where City is shown to have been actively
negligent and where City’s active negligence accounts for only a percentage of the
Exhibit F
Page 2 of 2
liability involved, the obligation of Contracting Party will be for that entire portion or
percentage of liability not attributable to the active negligence of City.
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a “design professional” as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party shall indemnify and hold harmless City and any and
all of its officials, employees, and agents (“Indemnified Parties”) from and against any
and all losses, liabilities of every kind, nature, and description, damages, injury
(including, without limitation, injury to or death of an employee of Contracting Party or
of any subcontractor), costs and expenses, including, without limitation, incidental and
consequential damages, court costs, reimbursement of attorneys’ fees, litigation
expenses, and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused by any negligent or
wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party shall not be liable
for any injuries or property damage resulting from the reuse of the design at a location
other than that specified in Exhibit A without the written consent of the Contracting
Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term “design professional” shall be limited to licensed architects, registered
professional engineers, licensed professional land surveyors and landscape architects,
all as defined under current law, and as may be amended from time to time by Civil
Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party
agrees to obtain executed indemnity agreements with provisions identical to those set
forth herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on
City and will in no way act as a waiver of any rights hereunder. This obligation to
indemnify and defend City as set forth in this Agreement are binding on the successors,
assigns or heirs of Contracting Party and shall survive the termination of this
Agreement.