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HomeMy WebLinkAboutPeelle Technologies (3)AGREEMENT YVk r ua!�4 THIS AGREEMENT is made and entered into on the,3 . day of 20153 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Peelle Technologies (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACT Shall provide or furnish the following specified services and/or Document imaging services as described in attached Exhibit A. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR and Fee Schedule; see Attached Exhibits A and B. 3. TERMS. The services and/or materials furnished under this Agreement shall commence February 2, 2015 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 large format documents. $.15 for document indexing/verification via match and merge, $10.00 per disk for DVD recording/labeling and $25 per trip for pick-up and delivery services; such pricing is described in more detail in the fee schedule attached hereto as Exhibit B. 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 $25 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 Short form Updated 4/23/10 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 CONTRACTOR'S 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: 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: $1,100,000.00 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.)) vi. 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. vii. 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 Town of Los Altos Hills Page 2 of 4 Short form Updated 4/23/10 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-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. Town of Los Altos Hills Page 3 of 4 Short form Updated 4/23/10 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 City Clerk Town of Los Altos Hills By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 j '° ° -e Print name, Title TOWN OF LOS ALTOS HILLS: By: Carl Cahill, City Manager Ma—te.' Town of Los Altos Hills Page 4 of 4 Short form Updated 4/23/10 Exhibit A Description of Work Peelle Tech's standard document processing methodology will ensure that the Town of Los Altos Hills (hereinafter "Town") receives a deliverable that will meet each department's unique requirements. This processing methodology will: 1. Maintain the integrity of the various hard -copy records 2. Accommodate the range of size and quality of the documents to be scanned 3. Create and verify index data associated with each scanned document 4. Ensure that the Town receives images of acceptable quality in the specified format and in accordance with mutually agreed upon delivery schedules The high-level document processing activities for this project are as follows: 1. Pre -production activities 2. Document pick-up 3. Batch preparation and inspection 4. Document preparation 5. Document scanning 6. Document indexing 7. Output media preparation 8. Final QA check 9. Document and media delivery These activities are described briefly below: 1. Pre -production Activities After completing the pre -production activities described below, the criteria for the production conversion processes will be firmly established and agreed upon, and procedures will be implemented to ensure compliance with The Town's requirements. Peelle will work closely with the Town staff to complete the following activities: 1. An examination of representative sample files to determine the document preparation / reassembly requirements and scanning parameters to be used during the conversion process. 2. A review of the deliverable requirements and image acceptance criteria, both of which will be documented in Peelle Tech's project plan. 3. An interchange test, in which sample files will be scanned and converted to an electronic file format for review by Town staff. 4. Definitions of the document pick up/delivery schedule and manifesting procedures. Peelle Technologies will work with staff to develop a schedule that will allow the records to be processed within a 2-4 week period. Page 1 of 3 2. Document Pick-up Peelle Tech provides a high level of care for client documents and takes responsibility for maintaining the condition of the records while they are our possession. ossession. Peelle will utilize its own vehicles and drivers to furnish the required document pick-up r services on a regularly scheduled or as-needed basis. 3. Batch Preparation and Inspection The received documents / microfiche will be checked for batch integrity and logged into SuperTrack, a Peelle -developed batch control and production tracking system and utilizes barcode technology to track each box through the production process. 4. Document Preparation It is Peelle's understanding that Town staff will be responsible for preparing the hard -copy files/plans for the scanning process. The preparation process will include, but is not limited to, the following tasks: ➢ The purging of documents that do not require scanning ➢ The removal of any page fasteners (report covers, staples/bindings, paper clips etc.) ➢ The insertion of Peelle -designed bar code sheets as the first page of each document ➢ The creation of an electronic file listing that provides the street number, street name, permit number and project/document type associated with each document submitted Please note that the replacement of fasteners and the removal of the bar-coded document/section separator sheets is typically not required. 5. Document Scanning The scanning processes for the documents addressed by this proposal are described below: Large -Format Document Scanning (Plans/Maps) Peelle Tech will utilize Graphtec CS500 Pro scanners for the capture of all hard -copy plans larger than 11 " x 17" in size. The CS 500 Pro is a high-performance, 42" wide scanner that utilizes a Contact Image Sensor (CIS) array technology for accurate (to 0.1 %), high-resolution scanning of up to ANSI E -size documents. The plans will be scanned on a sheet -by -sheet basis at a 300 DPI resolution (black and white) to a Group IV TIF image file format. The Graphtec scanner's "adaptive thresholding" capability will be used to produce images that are often more readable than the original. Any plans that are in poor condition will be inserted into a mylar "sleeve" for protection during the feeding process. The resulting scans will be reviewed to ensure that the plan content is as readable and clear as possible. The resultant images will then be passed to the Kofax's Capture software for a second image quality review and indexing. Page 2 of 3 Small -Format Document Scanning Peelle will utilize workstations configured with Kodak i600 _. Series document scanners and Kofax's Capture software for the _ p = capture of any small -format documents. The documents will beMP scanned at a 200 DPI resolution (black and white) to a Group IV TIFF image file format. The Kodak i600 Series scanners feature best -in -class paper transports for reliable feeding, both ultrasonic and page -size multi -feed detection systems and adaptive thresholding to maintain superior image quality. The Ascent Capture software controls the operation of the scanner and provides: 1. Image cleanup functionality (image de -skewing, auto cropping etc.) 2. Manual (key entry) and automated (OCR, OMR, ICR and bar code) indexing capabilities to extract metadata from the scanned images 3. Verification capabilities to support the quality review/control process During and after the large and small -format document scanning processes, the document images will be presented to the operator and reviewed for quality and completeness. In general, image acceptance criteria are readability (legibility of lettering and graphics), contrast and position. If it is determined that the image does not meet the established acceptance criteria, the document will be rescanned using manual threshold controls. If it is determined that an acceptable image cannot be produced using this rework process, the index and filename will be sent to a reject log and the document will be identified in the Conversion Activity Report and returned to the Town. 6. Document Indexing Peelle Tech offers several methods (both manual and automated) of indexing to meet the requirements for each record type. Itis assumed that the Town's Planning and Building Department will furnish an Excel spreadsheet with each submission that will facilitate the indexing process by providing the information associated with each document. 7. Output Media Preparation The image files and index data (TIFF image files and the associated index information in a Laserfiche List file format) will be recorded to DVD -R for delivery. 8. Final QA check After the output media has been created, a sinal quality assurance check will be made to verify that 1) the image files are formatted as per the specification and 2) the output media has been recorded correctly. 9. Document and Media Delivery The documents and the associated media will be returned on an agreed upon basis via Peelle Tech delivery vehicles and personnel. Peelle will work with Town staff to establish a delivery schedule that optimizes workflow and minimizes any impact on their normal business activities. Page 3of3 Exhibit B Fee Schedule The unit pricing provided in the Fee Schedule below is based upon the following key assumptions regarding the project requirements. Please see the Description of Work (Exhibit A) section of this Agreement for more detail regarding the various processing activities. ➢ Scan Resolution: 200 DPI for small -format and 300 DPI for maps/plans ➢ Imaze File Format: Group IV TIFF ➢ Deliverable: Image files and Laserfiche List file on DVD -R (2 copies) FPP ,gvhPfi111P. Document Scanning Up to legal -size documents: $0.07/image Large -format documents (maps/plans): $1.05/image Document Indexing/Verification via Match and Merge: $0.15/document- DVD Recording/Labeling: $10.00/disk- [Pick-up and Delivery (via Peelle truck): $25.00/trip Applicable sales tax will be added to all invoices. Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/19/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERCONT Adobe Insurance Brokers, LLC 18181 Butterfield Blvd #170 gars H I Morgan o II CA 95037 NAMEACT Tammy Goyette PHONE (A/C. N Ext):855-236-2346 FAX No): 855-236-000 ADDRESS: IL adobebrokers.com A DRI INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers 19046 INSURED Peelle Technologies, Inc. 197 EAST HAMILTON AVE. CAMPBELL CA 95008 INSURER B: Travelers 25674 INSURER C: CNA INSURER D : Hartford INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR _7PREMISES GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY � PE0 F� LOC OTHER: Y Y 6800F485844 11 /16/2014 11 /16/2015 EACH OCCURRENCE $ 170007000 DAMAGE TO RENTED 3007000 Ea occurrence $ MED EXP (Any one person) $ '55,000 PERSONAL & ADV INJURY 1 000 000 $ , GENERAL AGGREGATE $ 2,0007000 PRODUCTS - COMP/OP AGG $ 27000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X AUTOS NON -OWNED Y N BAO F485900 11 /16/2014 11 /16/2015 COMBINED SINGLE LIMIT Ea accident)$ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PRPERTY PeOaccident) DAMAGE $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE N N C U PO F485936 11/16/2014 11/16/2015 EACH OCCURRENCE $ 170007000 AGGREGATE $ 170007000 DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUT OFFICER/MEMBER EXCLUDED? H (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- STATUTE FER E.L. EACH ACCIDENT $IVE E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ ® Professional Liability Employee Dishonesty N N I N N 287489419 00 KB 0280557 14 1 01/17/2015 09/15/2014 01/17/2016 09/15/2015 $2,000,000 $500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Town of Los Altos Hills 26379 Fremont Road Los Altos Hills CA 94022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACOOR" CERTIFICATEOFLIABILITY INSURANCE DATE (MM/DD/YYYY) TYPE OF INSURANCE 05/27/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Automatic Data Processing Insurance Agency, Inc. PHONE FAX A/C No Ext): A/C No): ADDRIESS: 1 Adp Boulevard Roseland, NJ 07068 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: NorGUARD Insurance Company 31470 GENERAL AGGREGATE $ INSURED INSURER B PEELLE TECHNOLOGIES AUTOMOBILE 197 E Hamilton Ave Ste 202 INSURER C: INSURER D: Campbell, CA 95008 INSURER E: INSURER F: BODILY INJURY (Per person) $ COVERAGES CERTIFICATE NUMBER: 235386 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR UBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY[_7 PRO- LOC JECT EACH OCCURRENCE $ PREMDAMAGE T RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PPROaPEcRdT nt accident)$ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? rY]N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below / A N PEWC553904 05/01/2014 05/01/2015 X WC STATU- 1OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE - EA EMPLOYEE $ 1,0001000 E.L. DISEASE - POLICY LIMIT $ 11000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION Town of Los Altos Hills 26379 Fremont Road Los Altos, CA 94022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD