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HomeMy WebLinkAboutPeelle Technologies (4)AGREEMENT THIS AGREEMENT is made and entered into on the 22nd day of May, 2014 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. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Implement a Laserfiche Avante Electronic Document Management System 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 29, 2014 3. TERMS. The services and/or materials furnished commence June 1, 2014 and shall be completed by unless terminated pursuant to Section 5(f). under this Agreement shall August 29, 2014 9 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Twenty Eight Thousand two hundred three dollars and no cents ($28,203.00) 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 upo-n 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. 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: 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. 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: -Deborah Padovan City Clerk Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/23/10 CONTRACTOR: By: Signature Date 'PreC.) z Print name, Title � I TOWN OF LOS ALTOS HILLS: By: Carl Cahill, City Manager Date Page 4 of 4 Short -form Agreement Instructions and Checklist Professional Services (unrelated to public projects): 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. leg info. ca.gov/calaw.htm1. 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. LO MUMMM Laserfiche Electronic Document Management System Prepared'F L or Submitted, �y T E CHN 0 L 0 G I S Technology Solutions, for Data and Do. -cu..... ment Management CI RESOLUTION 20-14 0 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS AWARDING A CONTRACT FOR LASERFICHE ELECTRONIC DOCUMENT MANAGEMENT SYSTEM TO PEELLE TECHNOLOGIES WHEREAS, the City Clerk of the Town of Los Altos Hills sought proposals for Laserfiche and Electronic Document Management System; and WHEREAS, after examination of the proposals received, the City Clerk recommends that the agreement for said project be awarded to Peelle Technologies in an amount not to exceed $30,000 for installation and configuration; NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that the City Manager is hereby authorized and directed to execute an agreement with Peelle Technologies on behalf of the Town of Los Altos Hills. The above and foregoing resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 15th day of May, 2014 by the following vote: AYES: Radford, Corrigan, Harpootlian, Larsen, Waldeck NOES: None ABSTAIN: None ABSENT: None ATTEST: Deborah Padovan, City Clerk J T ohn Radford, Mayor Resolution 20-14 Page 1