HomeMy WebLinkAboutC-7000-3 - PSA for Document Archiving ServicesN
PROFESSIONAL SERVICES AGREEMENT
WITH METASOURCE, LLC FOR
DOCUMENT ARCHIVING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 15th day of June, 2022 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
METASOURCE, LLC, a Delaware limited liability company ("Consultant"), whose address
is 67 West 13490 South, Suite 300, Draper, Utah 84020, and is made with reference to
the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide document archiving services
("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2025, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty
Thousand Dollars and 00/100 ($120,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Hal Redjai to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
City's Systems and Administration Manager or designee shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of.the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
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requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
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conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
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Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
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18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
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23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Systems and Administration Manager
Community Development Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Hal Redjai
Metasource, LLC
67 West 13490 South, Suite 300
Draper, UT 84020
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26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
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of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 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 the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Mon C. Harp Wnau�urlr�
City Attorney
ATTEST:
Date: 1,.
Al
Leilani I. 'Br -own
City Clerk O�
CITY OF NEWPORT BEACH,
a California municipal corporation
City Manager
CONSULTANT: Metasource, LLC, a
Delaware limited liability company
Date:
M
.b
By:
Randy Powell
Managing Member
OF SIGNATURES]
'�CI�pRN
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
Metasource, LLC Page A-1
Existing Production Facility
We will continue to process contract work within our Anaheim production facility, which brings the City
the following key capabilities:
• A robust security program, including compliance with PCI, HIPAA, CJIS and SOC 2 Type 2 audit
requirements
• Adherence to strict corporate -mandated physical and
electronic security directives
• Established infrastructure, equipment, systems, security, and
quality methodologies
• Proven production workflow systems, extensive reporting
capabilities, and documented audits and controls
• Experienced management and technical teams, a fully trained
and stable workforce, and an established transportation
infrastructure
• A robust tracking and production platform that ensures chain
of custody for all City documents and data, as well as full
reporting and status of all production events
Access to our Anaheim facility is controlled by key card access. Key card access is also required for
restricted areas inside the location where documents will be stored and processed. The site is monitored
by a 24/7 security system, integrated with the local fire and police departments, and includes sensors for
burglary, smoke, and fire. Video cameras also monitor all interior entry points and the server room.
Visitors are not allowed within the facility unless registered at the reception area (where they will be
issued a visitor identification badge) and accompanied by an escort while in the building. Our employees
are trained to challenge any visitors whose badge is not visible. City documents will be, unless securely
stored in a locked and CCTV monitored area, under the direct supervision of qualified and trained
MetaSource staff. Access to the documents will be based on least privilege; specifically, if an employee
has no reason to access documents to perform his/her job function, access will be denied.
Production platforms configured to the City's processing
ill� requirements means uninterrupted service through
new -contract transition.
-A IN
Archiving Services
Technical Approach
Scope Validation Our legacy experience
MetaSource will meet with the City upon notification of award to confirm with the City brings a
that the new -contract scope matches the current services provided, and depth of knowledge
make immediate adjustments to support any updates needed. that no other bidder
can provide.
Full Document Tracking
MetaSource provides a comprehensive chain -of -custody program, supported by technology and refined
operational processes that ensures the security and accountability of all City media throughout each
operational process step. As depicted below, chain -of -custody starts with using City -provided manifests
at the pickup stage and extends through a reconciliation of received documents to delivered output. Our
MetaView tracking platform will provide the City will the status of all work in process (optional in
upcoming contract).
Reconciliation of
documents received
to output delivered
Full tracking
throughout
production
L
Plan set gathering
00+ based on City -
provided manifest
1
%
Locked oversized
container
i
Full Tracking
Pickup by insured&
bonded staff
& Reconciliation
Secure storage
Manifest validation
& discrepancy
resolution �- Shipment intake
ri
Secure transport
(company -owned
vehicles)
:!;�i,t Scanm,
Pickup and Transport
Pickups are currently made every two weeks. The transportation preparation process includes the
following steps.
1. City -generated manifests are provided to MetaSource in advance of each pickup.
2. A MetaSource technician arrives at the City site to manage the transfer process.
3. Using the manifest as a guide, we pull the associated plan sets, and place documents into
oversized lockable bins.
4. Both the City and MetaSource sign and date a pickup slip indicating the number of bins to be
processed.
5. A hardcopy manifest sheet is inserted into each bin. Bins are locked and loaded onto MetaSource
vehicles for transport.
Intake
Upon arrival at our Anaheim operations center, bins are unloaded and immediately brought into a secured
area with controlled access for intake and manifest validation. We match each plan set to the manifest,
insert an identification target, and update the manifest accordingly. Any discrepancy is reviewed and
communicated to the City immediately. Each bin is typically processed as a single electronic batch.
Preparation
Document preparation tasks include:
• Unroll and unfold oversized documents
• Remove any paper clips, staples, glue, and other bindings from papers
• Straighten and flatten papers
• Repair documents and clear -tape tattered edges
• Tape partial sheets to carrier sheets
• Identify documents that do not appear to be in good order
* MetaSource adheres to best practices of image capture, which addresses poor -quality image issues from
pre -scanning through image output. It starts with document preparation where our prep staff is trained
to flag any document that has poor original print quality. The preparer will place a "best image available"
stamp (or equivalent methodology approved by the City) on the first page so that the QC operator knows
not to reject the document.
Document Scanning
Plan sets are digitized using Contex oversized scanners in black & white at a minimum of 300 DPI.
MetaSource will also scan in grayscale/color or at a higher DPI as warranted by the City's needs. All
scanned images are a mirror representation of the original and digitized in the order received. Some
features of Contex technology include:
• Enhanced image quality with patented CIS technology and new CIS modules
Superior image quality with patented color -fringe removal (CFR)
• 1200 DPI optical resolution standard
• 24" wide document handling
• All wheel drive (AWD) for a perfect grip on documents
• Face -up, one -touch scanning
Panasonic 8147 scanners are utilized for standard -sized documents.
MetaSource adheres to the following ANSI/AIIM, ANSI American Society for Quality (ASQ), and ISO
imaging and library standards for document preparation and image processing:
• ANSI/AIIM TR15-1997: Planning Considerations, Addressing Preparation of Documents for Image
Capture —for document preparation
• ANSI/AIIM MS44-1988 (R1993): Recommended Practice for Quality Control of Image Scanners —
for scanner quality control, to ensure continued maintenance of an established level of quality
• ANSI/AIIM TR19-1993: Electronic Imaging Display Devices —for selecting imaging devices
• ANSI/AIIM MS55-1994: Recommended Practice for the Identification and Indexing of Page
Components (Zones) for Automated Processing in an Electronic Image Management (EIM)
Environment — for zoned OCR quality control
• ANSI/AIIM TR34-1996: Sampling Procedures for Inspection by Attributes of Images in Electronic
Image Management (EIM) and Micrographics Systems or ANSI Z1.4 Systems — for sampling rules
and quality assurance sampling rules on image quality control
• ANSI/ASQ Z1.4-2003: Sampling Procedures and Tables for Inspection by Attributes — for
quantifying performance
• ANSI/ASQ Z1.9-2003: Sampling Procedures and Tables for Inspection by Variables for Percent
Nonconforming — for quantifying performance
• ANSI/NISO Z39.85-2007: The Dublin Core Metadata Element Set for Defining Metadata Elements
— for resource descriptions
• ISO 19005-1: Document Management —Electronic Document File Format for Long Term
Preservation —for storage (PDF/A)
Image Enhancement
After scanning, each image undergoes the following automated image cleanup processes:
• De -skewing, de -speckling, and smear removal
• Page orientation
• Background smoothing
• Contrast adjustment
MetaSource's image enhancement technology does not alter existing content of the original document.
The image enhancement process is closely monitored and does not allow for character and image deletion
or alterations.
Data Capture
MetaSource leverages the electronic manifests provided by the City to auto -populate plan ID, address,
and date for each document set.
Quality Assurance
MetaSource incorporates multiple levels of quality inspection throughout processing: 100% image
inspection at scanning, 100% inspection at indexing QC, and 10% random paper -to -image verification. The
10% verification is a post-QA process, beyond all other image QC steps and applies to all scanned files.
1. 100% image inspection at scanning. Our scanning software is an advanced application that, among
other capabilities, reviews each and every image as it is captured for overlap, skew, etc., and
automatically flags document exceptions for immediate correction — resulting in significantly less
rescans downstream in the quality control process.
2. 100% image inspection at indexing quality control. Operators will review every image and all index
data on the screen during the QC review process. They will:
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• Verify all pages have been scanned from front to back
• Ensure every page is complete, clear, and as readable as the source page
• Ensure every page is right reading
The CIA module displays every page, and the operator has the ability to perform full page/screen
review on any page to verify its quality and detail. Image review will include, but is not limited to,
verification of imprinted scan date stamp, image contrast verification, resolution, clarity,
completeness, etc. The operator will have the option to enhance or reject images based on client
specifications, and decide the proper next steps (enhance, rescan, etc.). The operator also has the
ability to select a single image and instantly toggle back and forth between the black and white,
grayscale, or color versions of the image to identify and select what is the most legible.
3. 10% paper -to -image verification performed on daily output. MetaSource performs an image -to -
source document review on 10% of documents for accuracy. Any error found is logged and
remediated. We evaluate findings to create a corrective action plan through operator re-training or
system enhancements.
File Retrievals
MetaSource understands that the City may have the need to access documents during the conversion
process. For records within our possession, we pull and fulfill any document request within 24 hours of
the receipt of the request. MetaSource prioritizes the processing of the requested item and provides an
electronic copy (scan on demand) of the file. Delivery can also include the return of the physical document.
Shorter turnaround times are also provided based on the urgency of the City's need.
Output Delivery
Batches of images and data are provided to the City via secure FTP. Images are in TIFF or PDF format and
compatible with the City's Laserfiche platform.
City Quality Check
The City performs a quality check on the images/data delivered by MetaSource using benchmarked
samples. Any deficiencies identified are repaired or replaced by MetaSource within an agreed -upon
schedule, and at no additional charge.
Document Disposition
Following scanning, MetaSource provides secure short-term document storage within our Anaheim
operations center to accommodate the City's QC activities. Anaheim offers a clean, dry, heat/humidity-
controlled, and vermin -free storage environment with camera monitoring. Access to documents based on
least privilege; specifically, if an employee has no reason to use documents to perform his/her job
function, access is denied.
Following short-term storage, documents are either returned or securely destroyed. All destruction
activities are performed onsite at our facility under the direct supervision of an authorized MetaSource
resource. Optional video-taping and presence of City staff are also provided. Upon completion,
MetaSource provides the City with a certificate of destruction. Documents can also be returned to the
City as requested.
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Microform Conversion
Microform is digitized on NextScan FlexScan 3-in-1 scanners. Our FlexScan scanners have been upgraded
with Lumintec lighting for unparalleled image quality. NextStar Plus workflow software platform, utilizing
NextScan's FicheStar COM enhanced scanning module, is integrated into MetaSource's scanning
infrastructure to provide optimized speed and significantly reduced manual operator setup and CIA. With
image data captured initially in uncompressed 12-bit grayscale as a "ribbon," image enhancements can
be performed at the audit workstation, enabling optimum quality of output and accuracy of the overall
process. The combination of Eclipse and NextStar Plus ensures:
• Reliability - no images are missed during scanning
• Adjustable contrast and gamma correction after scanning
• Maximized image fidelity
R,-porting
Descriptions of our standard reports are provided below.
• Summary report. This report provides a high-level view of total
documents received daily, scanned, and returned. It also
includes actual keystrokes written and verified, as well as hours
of data entry and verification.
• Work -in -progress report. This report is a more detailed version
of the summary report and includes the status of documents and
keystrokes and their volume. For time -sensitive procedures, this
provides an up-to-the-minute picture of records' progress.
0
Available reports
• Summary
• Work -in -process
• SLA
• Chain -of -custody
• SLA report. This report identifies document processing turnaround time and includes the volume
of documents received, processed, files delivered back to the client within the contractual
turnaround time, and processing that did not complete within the SLA. Results are viewable on a
daily, hourly, or individual job basis.
• Chain -of -custody report. This report provides the results of document -to -manifest validation and
identifies items received that were not anticipated, as well as items that were not received per
manifest contents.
Quality Management
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Methods of measure are consistently utilized to assess performance and compare that
performance to the City's objectives and expectations
• Monitored controls and audit systems are in place to ensure daily compliance to standard
procedures
• Robust and active root cause analysis and corrective action methodology are utilized in response
to measures that deviate from plans
MetaSource brings the City a proven quality methodology that starts at requirements capture and extends
through employee training and accuracy monitoring, tiered inspections during conversion, and web -based
SLA reporting:
• Field -length alerts
• 100% digital image inspection
• Character-leveleditalerts
• Multi -feed auto detection
Verification edits based upon doctype I
• Auto adjust, auto rotate. de -skewing I
• Validation table integration
• Scanner calibration
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• Documents are complete, clear,
readable, and right -reading
• Blankbackreview
• Business rule exceptions review
• Keying exceptions review
• FuIItracking and reporting
throughout production
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Full understanding of City City-specifictraining manuals 100% digital image inspection paper -to -image verification
business requirements Robustemployeetrainin • City-provideddatafileforauto-
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• Clearand documented SOWand ,� • Gated employee quality monitoring population/validation filecounts
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• Immediate quality feedback -
software Confiquration and DPsigI
MetaSource incorporates inbuilt validation based upon each project's capture requirements (as gathered
during business requirements) to improve accuracy at the point of data capture. Some examples of our
standard field edits and prompts are listed below.
• Fields with required field lengths per client specifications are programmed such that the indexer
must enter the data value at the required length, or the data will not be accepted.
• Data entry software is programmed with edits that alert operators to possible or recognized
character errors.
• When applicable, indexers are provided drop -down selection boxes to minimize keying errors.
• The system, based upon document type identification and specified business rules, initiates
unique verification edits, industry standard and client -specific validation tables, systematic edits
and messages, and reference files.
• Based upon cursor location, operators receive data screen messages displaying field name to
allow easy association with the data to be captured for the field.
• As data entry operators progress from field to field, they receive field level messages and/or
audible tones to direct their attention to specific field requirements.
Archiving Services
By leveraging existing production staff that are already fully trained in scope requirements, there will be
no interruption in service for the City in the new contract. No hiring cycles are required. All assigned staff
have undergone extensive City -specific training. And while processing City documents, they are under
continuous monitoring to ensure that agreed -upon accuracy and quality SLAs are met. Root causes for
errors encountered are analyzed and remediated; corrective actions instituted could include, but not be
limited to, re-training of specific employees, training document revisions, system changes, or
modifications to processes or procedures.
Quality Feedback
Quality reporting is defined and customized at the onset of each project. Maintaining records for client
quality for the life of the contract, key measures typically include sample size, critical field error, illegible
fields, total volume, and error rate. We utilize quality findings to calculate and report against contractual
SLAs. All SLAs will meet or exceed department -established baselines for quality. Quality SLA results are
tracked for historical review to ensure that the process improvement goals are met. The QA log and
reporting includes:
• Root cause analysis, if applicable
• Quality category (scan, prep, system component, etc.)
• Description
• Processing date
• QA operator name
• Operator(s) responsible for the defect
Operators are provided printed QC reports to provide feedback on the quality of their work. The report is
reviewed by the trainer/team leader with the operator in detail. Each error is reviewed and the correct
rule or exception is explained to eliminate future error. Our QC department also provides monthly reports
per project specification, which are reviewed by management to track trends and ensure that the quality
of the work performed does not dip below minimum standards set by both the individual projects and by
the company.
MetaSource continuously invests in the growth of our conversion/capture business
by implementing repeatable processes that make our operating model scalable — a
vital strategy in supporting this contract. To deliver consistent output delivery,
MetaSource's leverages a "playbook" of repeatable processes that includes roles and
responsibilities, policies and procedures, workflows, checklists, templates, forms,
and various other job aids.
Equipment Maintenance and Calibration
MetaSource adheres to manufacturer preventative maintenance programs. Scanning equipment is
cleaned and calibrated, minimally, at the end of each shift and throughout each shift as needed.
Each scanner is completely cleaned during each shift, eliminating dust from the scanning
environment.
• Feed mechanisms are inspected on a daily basis and cleaned as needed.
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• Bulbs and mirrors do not come in direct contact with fingers; they are cleaned using appropriate
cloth or brushes accordingly.
• Maintenance logs are kept on all machines. Equipment and specific parts are replaced prior to
reaching the recommended useful life expectancy.
• Problem logs are used to track aberrations in the system and predict possible equipment
problems or failure.
• MetaSource maintains service contracts on all equipment, and formal preventative maintenance
is performed quarterly and prior to any major expected volumes.
• MetaSource's scanner/hardware quality control procedures incorporate the appropriate
standard resolution targets to ensure manufacturer -rated specifications are maintained.
In addition to our preventative maintenance program, equipment is under manufacturer award -winning
onsite maintenance program.
Security Management
® We understand that successful execution of the City's contract requires more than
just scanning and data capture. By protecting our systems with a comprehensive set
®of best practices and controls, we actively mitigate potential threats through a
combination of physical, electronic, and administrative controls. The City remains
®assured that our operations are inherently designed to mitigate project risks. Over
the course of our relationship with the City. MetaSource has experienced no
breaches or incidents. Some highlights of MetaSource's safeguards that ensure the
_- security of all City documents and data within our possession are presented below.
Administrative Safeguards
• A designated security officer responsible for developing and implementing all required policies
and procedures, as well as manuals, guidance, and employee training
■ Restricted access to PII/PHI based on job function
• Procedures that address access authorization, establishment, modification, and termination
• Ongoing training program regarding the handling of PII/PHI, as well as security awareness and
ethics
• Full background employee screenings
■ Confidentiality and non -disclosure agreements
• Contractual clauses stating that MetaSource will meet the same data protection requirements
that apply to the covered entity
• Polices and procedures that address and respond to potential or actual security breaches
Physical Safeguards
• Secured areas protected by key access reader technology and security camera monitoring
• Uninterruptible power supply for all equipment and systems, including generators
• Multiple feeds to avoid a single point of failure in the power supply, with ample surge protection
devices
• MetaSource-issued access card for entrance into main operations center and warehouses
• CCTV on all facility entrances/exits, as well as receiving, production, storage, and computer room
areas
• Full lifecycle audit trail, from pickup/receipt of delivery through processing and return delivery
• Strict visitor policies
• Clean work area policy
■ Servers and communication lines in a separate room within the IT department
• Computer screens that automatically lock after 15 minutes of idle time
• Full fire suppression and alarm systems
• No-food/drinks policy in production areas
Technical Safeguards
■ Electronically segregated data repository instance for each client's data
• Restriction to client resources based on a "need to know' basis
• User access monitoring and review
• Breach of security systems response mechanisms
• Unique user IDs and complex passwords
• Antivirus software for all desktops, servers, and firewalls
• Vulnerability scans and assessments covering all internal, external, and third -party interconnects
• Testing of systems, databases, and applications prior to production migration
• Firewalls to secure all perimeter entry points over the internet
• 24/7 network monitoring
• Data encryption at rest and in transit
• Activity logging and monitoring for incident response and handling
Business Continuity Management
MetaSource employs a formalized management process to counteract interruptions to business activities
and protect critical business processes from the effects of major failures or disasters. With platforms and
data stored at MetaSource's primary production site, all system components have a redundant equivalent
at MetaSource's disaster recovery (DR) site. Any single (or multiple) system component is designed to
function remotely from the primary site, avoiding the need for a full system failover. System components
include:
• File system — replicated to the DR site in near -time (ten-minute delay)
• Database system — replicated to the DR site in real time
• Web servers — backed up and replicated to the DR site daily
• Firewalls — pre -configured to handle any switchover without intervention
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MetaSource's DR site hardware, software, and networking configurations are equivalent to the primary
site to ensure comparable performance in the event of a partial or total failover. The DR site is also
outfitted with a UPS system and a comparable generator solution. All system nodes are actively monitored
24/7/365 and failover actions are a combination of automatic and manual interventions. All required
nodes are replicated in real-time to the DR site allowing for a quick restoration of service accounting for
any combination of potential events.
Recovery testing exercises are performed on a regularly scheduled basis to validate our DR plans and
ensure the readiness of mobilization and resolution of any identified inefficiencies. Simulations of the DR
failover scenario are executed semi-annually to ensure that business processes and systems are current
and ready to support client needs in the event disaster recovery is invoked.
/,N*. Archiving Services 17
EXHIBIT B
SCHEDULE OF BILLING RATES
Line Item Costs
Services
Rates
Letter Sized Paper (8.5 x 11) $ 0.0579 per page
_ Legal Sized Paper (8.5 x 14)
Ledger/Tabloid Sized Paper (11 x 1
Oversized Format A-E (Including
construction drawings)
$ 0.0579 per page
$ 0.0579 per page
$ 0.96 per page
Other Costs
Services Rates -�
Microfiche Scanning - Single
Card/Aperture card
Microfiche Scanning - Up to six per
card/35mm-
Microfiche Scanning - Multi Image Cards
(u to 56
Pickup - per trip
Any ancillary services will be charged by
thn hm it
$ 0.4375
0.2250
$ 0.0563
$ 75.00
$ 36.00
Metasource, LLC Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liabilitv Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Metasource, LLC Page C-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
Metasource, LLC Page C-2
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. 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 all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
Metasource, LLC Page C-3
G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. 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.
Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Metasource, LLC Page C-4
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