HomeMy WebLinkAboutC-4870 - Service Agreement for Paper Document Scanning and Indexing ServicesAMENDMENT NO. ONE TO SERVICE AGREEMENT WITH
MCCLUSKEY COMPANIES, INC., DBA MCO- DOCUMENT IMAGING SOLUTIONS
FOR PAPER DOCUMENT SCANNING AND INDEXING SERVICES
THIS AMENDMENT NO. ONE TO SERVICE AM�MENT („Amendment No.
One ") is made and entered into as of this 2/19)- day o 2013 ("Effective Date ") by
and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ( "City"), and MCCLUSKEY COMPANIES, INC., DBA MCO- DOCUMENT
IMAGING SOLUTIONS, a California corporation ( "Contractor'), whose address is 529
West Rincon Street, Corona, CA 92880 and is made with reference to the following:
RECITALS
A. On July 27, 2011, City and Contractor entered into a Service Agreement
( "Agreement") to scan and index a variety of paper documents for the Community
Development Department ( "Project ").
B. City desires to enter into this Amendment No. One to extend the term of the
Agreement to June 30, 2014 and to update insurance requirements.
C. City and Contractor mutually desire to amend the Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on July 27, 2011, and shall
terminate on June 30, 2014 unless terminated earlier as set forth herein."
2. INSURANCE
Section 14 of the Agreement is amended in its entirety and replaced with the
following: "Without limiting Contractor's indemnification of City, and prior to
commencement of Work, Contractor 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."
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Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT? OFFICE
Date: II �j
Aaron C. Harp
City Attorney
ATTEST: GG,,
Date: ✓ '
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A u ici I corporation
Date: California;T / 3'
By: 4L4,,W
Kimberly Brandt,
Community Deve ment Director
CONTRACTOR: MCCLUSKEY
COMPANIES, INC., DBA MCO -
DOCUMENT IMAGING SOLUTIONS, a
California corporation
Date: S --
By:
-By: Zgvo/w Z-/
Mike McCluskey IV
President
Date:
By:
Debi McCluskey
Chief Operations Officer
[END OF SIGNATURES]
Attachments: Exhibit C - Insurance Requirements
MCCLUSKEY COMPANIES, INC., DBA MCO -DOCUMENT IMAGING SOLUTIONS
Page 2
EXHIBIT C
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor 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. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor 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. Contractor 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.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Contractor 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, one million dollars ($1,000,000) 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) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
C. Automobile Liability Insurance. Contractor 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 Contractor
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
MCCLUSKEY COMPANIES, INC., DBA MCO- DOCUMENT IMAGING SOLUTIONS
Page C -1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Contractor shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and in the aggregate. Any policy
inception date, continuity date, or retroactive date must be before the
Effective Date of this Agreement and Contractor agrees to maintain
continuous coverage through a period no less than three years after
completion of the Services required by this Agreement.
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 elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subcontractors.
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 and its officers, officials, employees, and agents 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. Contractor 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
MCCLUSKEY COMPANIES, INC., DBA MCO- DOCUMENT IMAGING SOLUTIONS
Page C -2
Agreement. 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 Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non - compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. 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.
E. 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.
F. City Remedies for Non - Compliance. If Contractor or any subcontractor
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 Contractor'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 Contractor or
reimbursed by Contractor upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, 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.
H. Contractor's Insurance. Contractor 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.
MCCLUSKEY COMPANIES, INC., DBA MCO- DOCUMENT IMAGING SOLUTIONS
Page C -3
C- �IS?�
SERVICE AGREEMENT WITH
MCCLUSKEY COMPANIES, INC. DBA MCO- DOCUMENT IMAGING SOLUTIONS
FOR PAPER DOCUMENT SCANNING & INDEXING SERVICES
a,
ni THIS SERVICE AGREEMENT ( "Agreement') is made and entered into as of this
u 21 day of July, 2011 by and between the CITY OF NEWPORT BEACH, a California
Municipal Corporation ( "City "), and McCluskey Companies, Inc., a California corporation
doing business as ( "DBA ") MCO- Document Imaging Solutions ( "Contractor"), whose
address is 529 West Rincon Street, Corona, California 92880 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 is planning to have all paper documents from the Building and Planning
Divisions scanned, indexed and returned to the City, this process will assist staff
and the public with document retrieval and viewing ease.
C. City desires to engage Contractor to scan and index a variety of paper
documents of all sizes ( "Project').
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Contractor for purposes of Project shall be Mike
McCluskey.
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor 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 above written date, and shall
terminate on June 30. 2013 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Contractor shall diligently perform all the services described in the Scope of Services in
reference to paper documents only, attached hereto as Exhibit A and incorporated
herein by reference ( "Work" or "Services "). The City may elect to delete certain tasks of
the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of Services under this Agreement and
Contractor shall perform the Services in accordance with the City's schedule. The
failure by Contractor to strictly adhere to the schedule may result in termination of this
Agreement by City.
Notwithstanding the foregoing, Contractor shall not be responsible for delays due to
causes beyond Contractor'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 to the other party so that all delays can be addressed.
3.1 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator 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 Contractor's
control.
3.2 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
City shall pay Contractor 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. Contractor'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 no /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.
4.1 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor'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 Contractor no later than thirty
(30) days after approval of the monthly invoice by City staff.
4.2 City shall reimburse Contractor only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Contractor:
MCO Document Imaging Solutions Page 2
4.2.1 The actual costs of subconsultants for performance of any of the
Services that Contractor agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
4.2.2 Approved reproduction charges.
4.2.3 Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Contractor in the
performance of this Agreement.
4.3 Contractor 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. 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
Contractor 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. Contractor has designated Mike McCluskey to be its Project
Manager. Contractor 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.
Contractor, 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.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
Lanny Krage, Records Specialist or his designee, shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator
or his authorized representative shall represent City in all matters pertaining to the
Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to, where applicable:
MCO Document Imaging Solutions Page 3
7.1 Provide access to, and upon request of Contractor, 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 Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor 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. All Services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Contractor certifies that the Work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
8.2 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force in 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 Contractor to practice its
profession. Contractor shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Contractor's
Work promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers,
and employees (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, d amages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's 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 Contractor's presence or
activities conducted on the Project (including the negligent and /or willful acts, errors
and /or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any
of them or for whose acts they may be liable or any or all of them).
MCO Document Imaging Solutions Page 4
Notwithstanding the foregoing, nothing herein shall be construed to require Contractor
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 attorney's 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 the Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the Work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the Work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Contractor 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 Contractor on the Project.
12. CITY POLICY
Contractor 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
Contractor is responsible for keeping the Project Administrator and /or his /her duly
authorized designee 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 Contractor's indemnification of City, and prior to commencement of
Work, Contractor 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.
14.1 Proof of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
MCO Document Imaging Solutions Page 5
waiver of subrogation endorsement for workers' compensation. 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 contract.
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Contractor shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work
hereunder by Contractor, his agents, representatives, employees or
subconsultants. The cost of such insurance shall be included in
Contractor's bid.
14.2 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.
14.3 Coverage Requirements,
14.3.1 Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and
Employer's Liability Insurance (with limits of at least one million
dollars ($1,000,000)) for Consultant's employees in accordance
with the laws of the State of California, Section 3700 of the Labor
Code In addition, Contractor shall require each subconsultant to
similarly maintain Workers' Compensation Insurance and
Employer's Liability Insurance in accordance with the laws of the
State of California, Section 3700 for all of the subconsultant's
employees.
Any notice of cancellation or non - renewal of all Workers'
Compensation policies must be received by City at least thirty (30)
calendar days (ten (10) calendar days written notice of non-
payment of premium) prior to such change.
Contractor shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
14.3.2 General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation, blanket
contractual liability.
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14.3.3 Automobile Liability Coverage. Contractor shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Contractor arising out of or in connection with
Work to be performed under this 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 for
each accident.
14.3.4 Professional Liability (Errors & Omissions) Coverage. Contractor
shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement, in the
minimum amount of one million dollars ($1,000,000) limit per claim
and in the aggregate.
14.4 Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following
provisions:
14.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow
Contractor 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 and
insurance clauses from each of its subconsultants.
14.4.2 Enforcement of Contract Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of the City to
inform Contractor of non - compliance with any requirement imposes
no additional obligations on the City nor does it waive any rights
hereunder.
14.4.3 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.
14.4.4 Notice of Cancellation. Contractor agrees to oblige its insurance
agent or broker and insurers to provide to City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10)
days notice is required) or nonrenewal of coverage for each
required coverage.
MCO Document Imaging Solutions Page 7
14.5 Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Agreement.
14.6 Additional Insurance. Contractor 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.
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 Contractor, or of the interest of any general partner or
joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -
venture or syndicate or cotenancy, which shall result in changing the control of
Contractor. 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 parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Contractor.
Assignments of any or all rights, duties or obligations of the Contractor under this
Agreement will be permitted only with the express written consent of City. Contractor
shall not subcontract any portion of the Work to be performed under this Agreement
without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents "), prepared or caused to be prepared by Contractor, 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 Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon prior written request.
Documents, including drawings and specifications, prepared by Contractor 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 Contractor
will be at City's sole risk and without liability to Contractor. Further, any and all liability
arising out of changes made to Contractor's deliverables under this Agreement by City
or persons other than Consultant is waived against Contractor and City assumes full
responsibility for such changes unless City has given Contractor prior notice and has
received from Contractor written consent for such changes.
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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 authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement of any United
States' letters patent, trademark, or copyright infringement, including costs, contained in
Contractor's drawings and specifications provided under this Agreement.
20. RECORDS
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor 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 Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor 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 Contractor under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Contractor 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. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor 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 Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this paragraph is intended to limit City's rights under the law or
any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Contractors in connection with the Project.
MCO Document Imaging Solutions Page 9
24. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the Work performed
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to
do so constitutes a material breach and is grounds for immediate termination of this
Agreement by City. Contractor shall indemnify and hold harmless City for any and all
claims for damages resulting from Contractors violation of this Section.
25. NOTICES
All notices, demands, requests or approvals 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. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
Attention: Lanny Krage
Community Development Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -328
Fax: 949 - 644 -3250
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Contractor at:
Attention: Mike McCluskey, President
MCO Document Imaging solutions
529 West Rincon St.
Corona, CA 92880
Phone: (951) 898 -2800
Fax: (951) 898 -2808
26. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, the Contractor shall be required to file any
claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 et seq.).
MCO Document Imaging Solutions Page 10
Nr�94N'NI12ITAI Is] i
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.
Notwithstanding the above provisions, City shall have the right, at its sole discretion and
without cause, of terminating this Agreement at any time by giving seven (7) calendar
days prior written notice to Contractor. In the event of termination under this Section,
City shall pay Contractor for Services satisfactorily performed and costs incurred up to
the effective date of termination for which Contractor has not been previously paid. On
the effective date of termination, Contractor 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. COMPLIANCE WITH ALL LAWS
Contractor 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 Contractor 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.
29. 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 of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
30. 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.
31. 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.
MCO Document Imaging Solutions Page 11
32. 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.
33. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Contractor and City and approved as to form by the City Attorney.
34. 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.
35. 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.
36. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
37. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
38. NO ATTORNEYS FEES
In the event of any dispute or legal action arising under this Agreement, the prevailing
party shall not be entitled to attorney's fees.
MCO Document Imaging Solutions Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date:
By�
Leonie Mulvihill
Assistant City Attorney
ATTEST:
Date:
By:���
Leilani I. Brown
City Clerk 1600-�\
Attachments:
document1 7.20.10
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Dave OP
City Manager
CONTRACTOR: MCCLUSKEY
COMPANIES, INC. DBA MCO-
DOCUMENT IMAGING SOLUTIONS, a
California corporation
nnta. "7_7L -/% �1
Mike McCluskey
President
Date: 7-�r
By: �'�16 : �
Debi McCluskey
Chief Operations Officer
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
MCO Document Imaging Solutions Page 13
Exhibit "A"
MCO Document Imaging Solutions Exhibit A
Scope of Work /Methodology
Once a pickup request is initiated, our work process will be as follows (it is understood that MCO will adhere to
the required specifications as stated in the RFP or as outlined by the client). Below is the process sans specific
settings, etc.
Job pick up
• Job "pick up' documents are created and a pick up is scheduled.
• Our driver will pick up the documents assigned, fill out pickup slips accordingly with totals and leave a
copy with the customer. We typically use large wheeled barrels, similar to shredding bins, to transport the
drawings and we are assuming that small docs, not attached to drawings, are in boxes. We do have empty
boxes in our delivery van if needed.
o Once back at MCO facility and unloaded, a job ticket is generated with instructions, totals and due
dates.
Document Preparation
o Our first step in the document prep procedure is to enter the data entry information into our system
according to transmittal or document targets (if sent or visible). Each document set is assigned a unique Id
for tracking throughout the job.
o If the job utilizes transmittal and we find there are missing documents or extra documents not on
the list, we will immediately notify the contact person to rectify the situation.
o If the client did not send a transmittal document, we can create one electronically (typically at an
additional charge). We give each document lot (typically one plan set, file folder or group of documents) a
unique # identifying it both as a part of the lot and as either a "Plan" or "Document ". We have our internal
transmittals setup to track what each document set contains, plan and docs or ? We can modify the
transmittals as needed, on a perjob basis; to reflect the different tracking requirements of each job.
o "New File" barcode targets are created using the unique ID assigned. We then separate the
documents within each lot according to size, large format and business size documents, because they will go
to different machines. Each document set gets targets based on their requirements. If a document set has
plans and docs then 2 targets are created using the same Unique ID but labeled as plans or docs.
• Next step is to physically prep documents (tape rips, remove staples, flatten folds, etc.).
• Prepped documents are loaded on "job carts" and transferred to the appropriate scanning station
(large format and small format).
Document Scanning - Small Documents
c All small documents (up to 11x17) are scanned primarily on our ScanO.ptics 50240 high volume
production scanner. With a rated throughput of 240 pages per minute, we have no trouble meeting
client volume levels.
Note: On small- format scanners, glass and mirrors are cleaned before each box is scanned. Deep
cleaning and calibration of machines is conducted weekly to ensure consistent image quality.
o During the scanning process the scanners will read the "New File" barcode target and create a
separate file for each target read (document set). The scanner also reads the unique ID assigned to each
group. This will be used later for data entry purposes if needed.
o Perform first step of QC. During the scanning process, we perform our first of 3 image quality checks.
Each scanner operator is trained to review the documents being scanned for image quality. If at any time
during the scan session they feel a document doesn't meet the image quality requirements we have
established, they will rescan the document as necessary. Should the document quality be of such poor
quality and a better image cannot be attained, a "Poor Quality Original" target is inserted prior to the
document in question.
,MCO
Document Scanning - Large Documents
o Large format scanning is performed on our WideTEK, KIP or Contex scanners. Depending on the
document quality and type, a scanner that will result in the best possible output is used. We utilize
"Document Sleeves" for fragile or damaged pages ensuring we maintain the original integrity of the
documents.
Note : On large- format scanners, optical path is cleaned at beginning of each shift and, depending on
work volume and age of originals being scanned, may be cleaned an additional time half way through the
shift or more often as needed. Deep cleaning and calibration of machines is conducted weekly to ensure
consistent image quality.
o Perform first step of QC. During the scanning process, we perform our first of 3 image quality checks.
Each scanner operator is trained to review the documents being scanned for image quality. If at any time
during the scan session they feel a document doesn't meet the image quality requirements we have
established, they will rescan the document as necessary. Should the document quality be of such poor
quality and a better image cannot be attained, a "Poor Quality Original target is inserted prior to the
document in question.
Quality Control and Data Entry
o The 2 "d Image Quality step begins with each document set or document file being inspected page by
page. QC personnel will Re -scan any docs deemed necessary during QC.
o Once 2nd QC step is finished, we begin the data entry. We try to create all jobs for automated data
entry whenever possible. If the client provides the data entry information or we generate the Data Entry
information, it is formatted in such a way that we can match each document set with its assigned unique id
field and have our software automatically populate the Data Entry fields.
• All files are reviewed for accuracy once process is complete.
• Images are exported based on each jobs individual requirement (TIFF, PDF, Color, single -page, multi -
page, etc).
o OCR is performed on any group(s) of images required.
Microfiche /Aperture Card Scanning
For RFP #5 -9, we plan on using 2 NextScan Flexscan microform scanners utilizing the new Flex Fiche
Loader. With the addition of the new Flex Fiche Loader we will be able to provide high quality microform
scans at industry leading speeds. See it here htto: / /www.Voutube.com /watch ?v= n8Rl2dfg0li
By adding the Flex Fiche Loader to our production, we have reduced our manpower requirements thus
allowing us to still provide the highest quality images at very competitive rates. More importantly we can
easily meet the RFP timeline requested.
The NextScan Nexstar user interface is simple and easy to use allowing the operators to be more
productive. During the scan cycle the software uses auto lamp \gamma and Lumintec LED lighting to achieve
the best image quality possible automatically.
The following is a detailed outline of how the NextScan Nextstar software functions. It's long, and technical
(definition of terms can be found at end of proposal), but explains how we achieve high quality images.
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Processing the Scanned film
The processing of the scanned microfiche is somewhat of an asynchronous process to handling the
actual physical media and getting it scanned. Once the microfiche is scanned, it can be returned the original
container. The actual digital processing from that point forward is not related to the batches scanned.
C Automated Processes
The NextStar software is a step -by -step database driven workflow that is configurable as to what
process steps are required to output images. These are the process points with no human
intervention, and are controlled automatically by the Controller database.
The normal steps are:
1) XML -Prep
Instead of burdening a Database with every single detail of every image on every Fiche i.e. a
Ribbon, in a large project like this, each Ribbon has an XML file that is associated with it that
contains the needed data specific to that Ribbon. The XML data contains information on Image
locations, density, skew angle, image processing, speckle removal, edge enhancement, type of
file output (PDF, TIFF, JPEG etc), Meta Data and much more. The XML file is created just after
the completion of the scanning process and follows the Ribbon Image of the Fiche through the
entire process until the Ribbon is deleted by the Workflow Process.
2) Auto Gamma Phase 1
After the scan process is complete and the XML -Prep process has initialized the XML file and
preloaded any scan time meta data available, Auto Gamma Phase 1 runs. This process analyzes
the Image Data for the entire ribbon and adjusts the overall brightness and
background /foreground densities of the Ribbon. The background density is adjusted to ensure
nice white backgrounds, but not so white as to remove faint markings, such as official seals or
faint hand writing. It also adjusts the image data to ensure nice dark text in the case of poor
illumination or improper film development during the creation of the microfilm.
3) Frame Detection
After the Auto Gamma process has adjusted for the overall density of the Fiche or Roll, Frame
Detection is ran to find each frame in the Ribbon. This process reads a template setup prior to
running and in cases where NextStar is processing office type documents, it has an extremely
high rate of accuracy. On Fiche, because of the Jacket channels and the possibility of frames
being cut -in -half (physically on the original film) it yields 98 to 99 percent accuracy. Along with
detecting the individual frames, detection also includes skew angle and if present Blip index
information, which all get written to the associated XML file.
4) Auto Gamma Phase 2
Once Detection has ran and the individual image frame locations are known within the Ribbon,
Auto Gamma can then operate within each frame to determine the best foreground,
background and brightness settings for each image. But not only one setting for the entire
image, but the settings vary over different parts of the image. This is because some old
documents fade form edge -to -edge or poor lighting during filming created hot spots in the
middle of the documents. Doing a regional Auto Gamma adjustment yields an excellent quality
grayscale image. Remember that the best quality Bitonal image starts out with the best
quality grayscale image.
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Fiche Indexing
The scan process for Fiche will capture the Title Bar as a separate image. That Image will then be used
at a workstation to manually key enter, or OCR, the index information. It is assumed that there will be no
Excel file for the microfiche or aperture cards do to sheer volume of media. If the City has a master list of
addresses and permit or C.U.P numbers that can be referenced (from Permits Plus /Accella ?), additional
information can possibly be added to data entry fields.
Auditing and Quality Control
After Scanning, and Indexing (for Fiche) and Frame Detection comes verifying all the images are properly
detected, and that the image quality is acceptable. The Audit step allows the user to make corrections to
the detection process if there was an error, and allows image processing adjustment to an individual image,
a group of images or the entire Ribbon.
NextStar Output
This is the step where the Ribbon files are dissected into individual images and are then output to the
correct directory and files. This process includes doing the actual deskew that was specified by the
detection process and possibly modified at the auditor. It also implements all of the actual image processing
proscribed by previous processes. The image data is then packaged into the appropriate container, in this
case PDF and output to the correct directory structure and file name. This process has no user Graphical
User Interface (GUI) and runs strictly in the background. There is an option of starting this process in
foreground with a text based window. The operation of the Output Process can be tracked in the Web
Based Controller.
An operational video is available at: http: / /www.youtube.com /watch ?v= uCWhvdxp0uU
);MC
Aperture Card Scanning
For the Aperture Cards, we plan on using 2 Microscan 400 aperture card scanners. These are the same
scanners we have been using to provide the City of Newport aperture card scans. The scanners produce
excellent quality images from most cards received. Some of the City of Newport cards require a secondary
process to enhance the image quality. This extra step is performed at no additional charge as needed.
Standard Scan, No Enhancement
With Image Enhancement
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Scanned Image Post Processing
o The Image Quality step for scanned microforms begins. Each document set or document file is
inspected page by page. QC personnel will Re -scan any docs deemed necessary during QC.
o Once QC step is finished, we begin the data export step for the creation of PDF or TIFF images. Images
are exported based on each jobs individual requirement.
o Exported Image Files are verified for accuracy with regards to, index values, format and document
completeness (no missing pages).
o OCR is performed on any group(s) of images required.
Final QC and Disposition of Materials
The job is now ready for final QC verification and preparation for return to client. Finished products are
checked against their respective work orders /job tickets for format verification. Documents are boxed or
barreled and readied for return on.dates established or held for destruction.
Appropriate packing slips, any return media, and original documents are delivered to clients' facility and
unloaded. Driver verifies with client all materials have been accounted for, delivery documents are signed
and a copy is left with client.
Supplemental Information
Security— MCO's facility is monitored by 24 -hour video surveillance and alarm. Facility remains locked
during business hours. Visitors sign in when entering our facility. Our building is a free - standing pre -cast
concrete structure. We have no common walls with any other structure. Video surveillance covers perimeter
and interior. We are located'' /: mile from the Corona PD and a fire station.
Employees have signed NDA's on file.
Document storage — During conversion process, documents are stored on job carts clearly labeled with the
client name and job #. Job carts move from station to station during the conversion process. At the
conclusion of the conversion process documents are returned to original containers in the same order in
which they were converted. This makes finding documents at a later date much easier. Once returned to the
original containers, they are stored in our warehouse based on the final disposition of the documents. If
they are to be returned, they are stored on shelves labeled "Return to Customer" until a return date is set.
Documents that are to be destroyed by certified destruction are stored in our warehouse on shelves labeled
"For Destruction ". All documents that are to be recycled are stored in a separate area of our warehouse on
shelves labeled "Recycle ". We schedule certified destruction on an as needed basis. Same applies to
recycled documents. Our warehouse has a capacity of about 3000 boxes.
WC -0
Definition of Terms
next5tor
NextStar is the workflow suite from nextScan that handles the entire process of converting Microfilm
from the Scanner to the final output of images and all the steps, processes and applications in- between.
Auditor
Part of nextStar where images are reviewed and may be added, deleted or modified in a given Ribbon
file. Additionally the quality of an image, selected group of images, or the entire Ribbon may be
modified or enhanced. For the Rollfilm part of this project, the Case # index will be added at this step.
Bitonal
Black & White, only two shades of gray.
Controller
Part of the NextStar workflow suite. This is a WEB based application that allows Management a view
port into the active Ribbons currently being processed within NextStar. It also allows for modification as
to the current state of a Ribbon. Being WEB based, it can be view anywhere even across the internet
(with the appropriate permissions and connectivity). This application is hosted on one of the Ribbon
Storage Devices (RSD) and must be accessible by all Scanners, Audit Stations, RSD's in the scope of the
project. It does not need to be on a high speed link, as only process and control information is needed
(no image data).
Gamma Correction
Modifying the Gamma of a grayscale image is similar to the operations that PhotoShop'" performs on
images to remap various shades of gray to improve human readability. Gamma can make backgrounds
whiter, text blacker and shades of gray have more or less contrast.
Ribbon
An Image file of the entire Fiche or Roll of film as one single image. The Ribbon file itself has no concept
of individual images, it is just a package for saving everything that was on the film.
:WCO
Exhibit "B"
MCO Document Imaging Solutions Exhibit B
CITY OF NEWPORT BEACH
Request for Proposal
DOCUMENT SCANNING & INDEXING SERVICES
Attachment D: Proposal Form
PROPOSAL COST DATA SUMMARY
Letter Sized Paper (8.5 x 11).
I
$ 0.048
per page
Legal Sized Paper (8.5 x 14)
I $ 0.04.3
per page
Tabloid Sized Paper (11 x 17)
$ 0.048
per page I
Oversized Format (Including
$ 0.70
construction drawings)
per page
Prices include image enhancement as needed, data ertry and OCR Functions.
Paper documents per page:
Please propose your rate per single page for all sizes of paper documents scanned,
indexed and returned.
The undersigned agrees to keep any and all pricing proposed in this bid document firm for
a period of ninety (90) days. In the event your firm is selected as the contractor, an ofrcial
City contract/agreement will be drafted to protract this pricing for the duration of the
contrac pe Jbd.
W�1161!%� 07/13/11
.� � V President
Signature/ Title Q Date
Community Development Document Scanning & Indexing RFP Page 18