HomeMy WebLinkAboutBMI Imaging Systems 08.31.2017 4.0
AGREEMENT
THIS AGREEMENT is made and entered into on the 31 day of August, 2017, by and
between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as"TOWN")and BMI
Imaging Systems, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of
their mutual covenants, the parties hereto agree as follows:
1. CONTRACTOR. Shall provide or furnish the following specked services and/or
materials:
Document imaging services as descripted in Attachment 1.
2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a
part of this Agreement:
Proposal from CONTRACTOR on Attachments 1 and 2.
3. TERMS. The services and/or materials furnished under this Agreement shall
commence September 1, 2017 and shall be ongoing, unless terminated pursuant to
Section 5(f).
4. COMPENSATION. For the full performance of this Agreement:
a. TOWN shall pay CONTRACTOR $.07 per image for scanning documents up to
legal size, $1.05 per image for scanning large format documents, $.15 for
document indexing/verification via match and merge, $15 per disk for DVD
recording/labeling and $50 for pick-up and delivery services every two months;
such pricing is described in more detail in the schedule of fees attached here to as
Attachment 2. TOWN shall pay CONTRACTOR sums due under this Agreement
within thirty (30) days following receipt of invoice and completion/delivery of
services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon
satisfactory delivery/completion of goods/services in a manner consistent with
professional/industry standards for the area in which CONTRACTOR operates.
TOWN is not responsible for paying for any work done by CONTRACTOR or any
subcontractor above and beyond the not to exceed amount.
b. TOWN shall not reimburse for any of CONTRACTOR's costs or expenses to
deliver any services/goods. However, consistent with section 4(a) above, TOWN
will pay CONTRACTOR $50 per trip for pick-up and delivery services associated
with the document imaging services provided herein. Town shall not be
responsible for any interest or late charges on any payments from Town to
CONTRACTOR.
c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/
subcontractors to ensure delivery of goods/services within the terms of this
Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete
goods/services.
Town of Los Altos Hills Page 1 of 4
SM1M form
Updated 4/2110
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5. GENERAL TERMS AND CONDITIONS.
a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold
harmless the TOWN, its officers, agents and employees from any and all demands,
claims or liability of personal injury (including death) and property damage of any
nature, caused by or arising out of the performance of CONTRACTOR under this
Agreement. With regard to CONTRACTORS work product, CONTRACTOR
agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and
employees from any and all demands, claims or liability of any nature to the extent
caused by the negligent performance of CONTRACTOR under this Agreement.
b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance
before commencing any services under this Agreement as follows:
i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits.
ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE: General Liability and Property Damage Combined.
$1,000,000.00 per occurrence including comprehensive form, personal
injury, broad form personal damage, contractual and
premises/operation, all on an occurrence basis. If an aggregate limit
exists, it shall apply separately or be no less than two (2) times the
occurrence limit.
iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence.
iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate.
v. NOTICE OF CANCELLATION: The City requires 30 days written notice
of cancellation. Additionally, the notice statement on the certificate
should not include the wording "endeavor to" or"but failure to mail such
notice shall impose no obligation or liability of any kind upon the
company, its agents or representatives."
CERTIFICATE OF INSURANCE: Prior to commencement of services,
evidence of insurance coverage must be shown by a properly
executed certificate of insurance and it shall name "The Town of Los
Altos Hills, its elective and appointed officers, employees, and
volunteers" as additional insureds. Note added by BMI: by facilitating
the shipping, handling and/or transportation of the Town's hard-copy
documents, BMI shall not be deemed a contract or commercial
carrier. TOWN agrees not to provide BMI with any documents, either
individually or in groups, whose total replacement value exceeds
$250,000.
Town of Los Altos Hills Page 2 of 0
short form
updated 4/23/10
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vi. To prevent delay and ensure compliance with this Agreement, the
insurance certificates and endorsements must be submitted to:
Town of Los Altos Hills
26379 Fremont Road
Los Altos Hills, CA 94022
c. NON-DISCRIMINATION. No discrimination shall be made in the employment of
persons under this Agreement because of the race, color, national origin, age,
ancestry, religion or sex of such person.
d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement
is not a contract of employment and does not create an employer-employee
relationship between the TOWN and CONTRACTOR. At all times
CONTRACTOR shall be an independent contractor and CONTRACTOR is not
authorized to bind the TOWN to any contracts or other obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financial interest
under this Agreement is an officer or employee of TOWN.
e. CHANGES. This Agreement shall not be assigned or transferred without advance
written consent of the TOWN. No changes or variations of any kind are authorized
without the written consent of the City Manager. This Agreement may only be
amended by a written instrument signed by both parties.
f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed shall be paid to CONTRACTOR within 14 days of termination.
g. RECORDS. All reports, data, maps, models, charts, studies, surveys,
calculations, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form, that are
prepared or obtained pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the TOWN. CONTRACTOR hereby
agrees to deliver those documents to the TOWN at any time upon demand of the
TOWN. It is understood and agreed that the documents and other materials,
including but not limited to those described above, prepared pursuant to this
Agreement are prepared specifically for the TOWN and are not necessarily
suitable for any future or other use. Failure by CONTRACTOR to deliver these
documents to the TOWN within a reasonable time period or as specified by the
TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR
agree that until final approval by TOWN, all data, plans, specifications, reports and
other documents are preliminary drafts not kept by the TOWN in the ordinary
course of business and will not be disclosed to third parties without prior written
consent of both parties. All work products submitted to the TOWN pursuant to this
Agreement shall be deemed a "work for hire." Upon submission of any work for
hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-
Town of Los Altos Hills Page 3 of 4
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exclusive title to copyright of said work for hire shall transfer to the TOWN. The
compensation recited in Section 4 shall be deemed to be sufficient consideration
for said transfer of copyright. CONTRACTOR retains the right to use any project
records, documents and materials for marketing of their professional services.
h. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the Parties. Any ambiguities or disputed terms between this Agreement
and any attached Exhibits shall be interpreted according to the language in this
Agreement and not the Exhibits.
6. INVOICING. Send all invoices to the contract coordinator at the address below.
This Agreement shall become effective upon its approval and execution by TOWN. In
witness whereof, the parties have executed this Agreement the day and year first written
above.
CONTRACT COORDINATOR and
representative for TOWN: CONTRACTOR:
Deborah Padovan /I
Toy Clerk
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Town of Los Altos Hills By:
26379 Fremont Road Signature Date
Los Altos Hills, CA 94022 Fik
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Print name,Title
TOWN OF LOS
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By: 1_. 2 Jif (/Ljzoi.Carl Cahill, City Manager te
Town of Los Altos Hills Page 4 of 4
Short form
updated 4/2110
Short-form Agreement
Instructions and Checklist
Professional Services (unrelated to public proiects):
❑ Obtain a detailed quotation from the qualified vendor/contractor.
❑ Determine availability of funds in the current budget— consult finance for
appropriate budget number if necessary
❑ Request approval from the City Manager
❑ Complete the agreement template:
o Section 1 — Detail the goods and/or services the vendor/contractor will
provide to the Town.
o Section 2—Attach the detailed quotation as an exhibit.
o Section 3— Provide the contractor with a deadline to provide the goods/or
services. If services are on-going, the contracts should expire no later
than the end of the current fiscal year. A new contract will be prepared in
June for the next fiscal year.
❑ Send the complete agreement, exhibit(s), to the contractor along with the
standard transmittal memo and the IRS Form W-9 (included below).
❑ Contractor should return at least one signed original copy and a completed W-9
to the Town. If you receive the documents, please forward everything to finance.
Public Works Projects:
The California Labor Code beginning at section 1720 deals with this issue. Labor Code sections 1720 and
1771 define public works as work done under contract and paid for in whole or in part out of public funds
that involves one or more of the following: Construction; Alteration, Demolition, Installation; Repair/
Maintenance work. Contractor shall comply with all prevailing wage laws, rules and regulations on public
works projects. A complete definition may be found at: http://www.leninfo.caMov/calaw.html.
❑ Submit a request for quotations to the Town's authorized vendor list for the
services requested.
❑ Determine availability of funds in the current budget—consult finance for
appropriate budget number if necessary
❑ Prepare a written recommendation to the City Manager to award the contract to
the vendor whose bid is most advantageous to the Town with a compelling
reason why the selected bid is most advantageous.
❑ With City Manager approval, complete the agreement template:
o Section 1 - Detail the goods and/or services the vendor/contractor will
provide to the Town.
o Section 2 —Attach the detailed quotation as an exhibit.
o Section 3— Provide the contractor with a deadline. If services are on-
going, the contracts should expire no later than the end of the current
fiscal year. A new contract will be prepared in June for the next fiscal
year.
❑ Send the complete agreement, exhibit(s), to the contractor along with the
standard transmittal memo and the IRS Form W-9 (included below).
❑ Contractor should return at least one signed original copy and a completed W-9
to the Town. If you receive the documents, please forward everything to finance.
.10
Attachment 1
Schedule of Work
BMI Imaging is proposing a work plan and document processing methodology that will ensure
the Town of Los Altos Hills Building/Planning Department (hereinafter "Town"), receives a
data deliverable that will meet its requirements. This methodology incorporates best practices
that have been tailored to:
• Maintain the integrity and security of the documents until they are returned to the Town
• Accommodate the size, condition and quality of the various document types
• Create/verify index data(Laserfiche metadata)that will be associated with each imaged
document during the Laserfiche List file import process
• Ensure the Town receives a data deliverable of acceptable quality/completeness in the
specified format, and in accordance with mutually agreed upon delivery schedules.
The high-level document processing tasks are as follows:
1) Pre-production tasks 5) Document scanning
2) Document pick-up 6) Image file indexing
3) Shipment receipt and reconciliation 7) Output media creation
4) Document preparation 8) Data and document delivery
Each of the processing tasks is described briefly below:
1) Pre-Production Tasks
During this initial phase of the project, the criteria for the subsequent production effort will
be established and agreed upon, and procedures will be implemented to ensure compliance
with Town's processing and delivery requirements. BMI will work closely with Town staff
on the following pre-production tasks:
a) Examine representative sample documents to assess the document preparation
requirements and determine the configuration settings and process flows that will
be used during the record conversion processes;
b) Define the transmittal documentation requirements;
c) Define the document pick-up and data delivery schedule. BMI will work with
Town to implement a schedule that will allow the records to be accurately,
efficiently and cost effectively processed within a reasonable turn-around time and
without significant disruption to Town staff's daily work processes.
d) Complete a"Milestone 1" (or"M 1") document processing phase, during which a
small portion of the first submission will be fully processed and delivered for
Town's review and acceptance.
2) Document Pick-Up
BMI provides a high level of care for client documents and takes responsibility for
maintaining the condition of the documents while they are in our possession. BMI will
utilize its own vehicles and drivers to pick up the boxed documents from the Town Hall at
26379 Fremont Road in Los Altos Hills on a bi-monthly basis (every two months).
Page I of 3
3) Shipment Receipt,Reconciliation and Tracking
The received documents will be reconciled with the Town-furnished transmittal
documentation and logged into Unity, a BMI-developed production control system that
utilizes barcode technology to closely track each unit through the required production
process flows.
4) Document Preparation
BMI and Town will share responsibility for preparing the hard-copy documents for the
scanning and indexing processes. The preparation will include the following tasks:
ID# Description Owner
1 Creation of an Excel spreadsheet for each submission that Town
includes the Unique ID ("UID")and the associated Laserfiche
metadata for each document submitted.
2 Insertion of UID-based barcode separator sheets as the first Town
page of each plan set.
3 Removal of all page bindings/fasteners Town
4 Repair of torn pages in instances where the tear would affect Town
either the feeding process or the completeness of the image
produced from the page
5 Back-rolling or unfolding/back-folding of plan sets BMI
5) Document Scanning
BMI will utilize workstations configured with best-in-class Opex Falcon production
scanners for the 200 DPI duplex capture of all documents in black/white to a TIFF file
format. Any blank back-sides of pages captured during the scanning process will be
deleted using an automated(software-based)blank page deletion process.
BMI will utilize workstations configured with Context large-format scanners for the 300
DPI black/white capture of all large-format documents (plans) to a TIFF file format. The
images created during the large-format scanning process will be inserted into the proper
location/ sequence within the each file's image group.
During the scanning process, 100% of the images will be presented to the operator and
reviewed for quality and completeness. In general, the image acceptance criteria are
readability(legibility of lettering and graphics), contrast and position. If it is determined
that an image does not meet the established acceptance criteria, the document will be
rescanned using manual controls. If any of the following issues are encountered during the
scanning process, they will be documented within the production log and Town staff will
be notified via email:
a) A page is damaged beyond simple tape-up repair when it's received for scanning
b) Content is found underneath a taped portion of a page
c) An acceptable image cannot be produced using the standard or rework scanning processes
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6) Image File Indexing
The TIFF image files created for each document during the scanning process will be
indexed using a match/merge process that matches the UID presented on the Town-inserted
barcode sheet with the corresponding metadata in the Town-furnished Excel spreadsheet.
7) Output Media Preparation
The TIFF image files and corresponding Laserfiche document metadata(in a Laserfiche
List file format)will be recorded to custom-labeled DVD-R media(1 set).
9) Data and Document Delivery
The DVD-R data deliverable and processed documents will be delivered to the Town Hall
at 26379 Fremont Road in Los Altos Hills via BMI delivery vehicles and personnel.
Shipping documentation will accompany all deliveries. BMI will work with Town staff to
establish a delivery schedule that minimizes any impact on normal business activities.
Page 3 of 3
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Attachment 2
Schedule of Fees
Description Unit Price
One-Time Project Setup/Engineering Fee: $500.00
Document Preparation(per hour)(if necessary): $25.00
Document Scanning(per image)
Small-format Sheets (up to 8.5" x 14"): $0.07
Large-format Sheets(plans): $1.05
Document Indexing/Verification(per document): $0.15
DVD Recording/Labeling (per DVD): $15.00
Document Pick-up/Delivery Via BMI Truck(Every Two Months): $50.00
Minimum Charge Per Submission: $1,000.00
A minimum/flat charge per submission will supersede invoicing by
the unit prices above if the total pre-tax billing amount for any one
submission is less than$I,000. Based upon past submissions,
ensuring that each submission is no less than three(3)boxes should
keep the unit price billing amount over$1,000.
Applicable sales tax will be added to all invoices.
Payment terms: Net 30.
Page 1 of 1
LOSALTOS HILLS
riscrr
CALIFORNIA
September 18, 2017
Jim Detrick
Vice President
BMI Imaging Systems
1115 E. Argues Avenue
Sunnyvale, CA 94085
RE: Agreement
Dear Jim,
Please find enclosed a fully executed agreement for document imaging services for the
Town of Los Altos Hills.
We look forward to working with you.
Sincerely,
0
Deborah Padovan, CMC
City Clerk
26379 Fremont Road
Los Altos Hills
California 94022
650 /941 -7222
Fax 650/941-3160