HomeMy WebLinkAboutC-4927 - Service Agreement for Document Scanning and Indexing ServicesRECEIVED
7012 JAN -9 AM 11: 26
MATRIX °F iCE OF
THE Ci?Y CLERK
M A G \ XV
MATRIX,, �'� SORT BEACH
January 3, 2012
Lailani I.Brown
City Clerk
City of Newport Beach
3300 Newport Blvd.
Newport Beach, CA 92663
Dear Lailani,
Happy New Year!
0 -`fq�--7
Matrix Imaging Products, Inc.
8 Rancho Circle
Lake Forest, CA 92630
Tel 714.556.5600
Fax 714.513.2376
E -Mail @Matrixlmaginglnc.com
Web w .Matrixlmaginglnc.com
We are happy to inform you that our office moved to bigger facility to better serve
our customer. Matrix Imaging Products, Inc. moved to a new location, our new
address is:
Matrix Imaging Products, Inc
8 Rancho Circle
Lake Forest, CA 92630
Please update our information into your system.
Have a nice date!
Sincerely yours,
n
Rh wena de Guzman
Company Administrator
AMENDMENT NO. ONE TO
SERVICE AGREEMENT WITH
MATRIX IMAGING, INC.
FOR DOCUMENT SCANNING & INDEXING SERVICES
THIS AMENDMENT NO, ONE TO SE��ICE4AGRUMENT ( "Amendment No.
ONE "), is entered into as of this J1b►day of De NM,-M-04, by and between the CITY
OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and Matrix Imaging,
Inc. a California corporation whose address is 3151 Airway Avenue, Suite H -1, Costa
Mesa, California 92626, ( "Consultant'), and is made with reference to the following:
RECITALS:
A. On July 31st 2011, City and Consultant entered into a Service Agreement
( "Agreement') for document scanning and indexing services of Building and
Planning files.
B. City desires to enter into this Amendment No. One to extend the term of the
Agreement to February 29, 2012.
C. City and Consultant mutually desire to amend the agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement, shall be amended in its entirety and replaced with the
following: The term of the Agreement shall terminate on February 29, 2012, unless
terminated earlier as provided for in the Agreement.
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Request for Extension
dated December 5, 2011 and attached hereto as Exhibit A and incorporated herein by
reference.
3. INTEGRATED CONTRACT
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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
One on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: Iz / /// II
By:
Aaron ar
City Attorney
ATTEST:
Date:
By: (46A, 4'
Leilani I. Brown
City Clerk loevomwlt
CITY OF NEWPORT BEACH,
A Californi municipal corporation
Date: 4 /5/, adll
By:
a�na
Kimberly Brandt, AIW
Community Development Director
CONSULTANT: Matrix Imaging, Inc., a
California corporation
Date: o /- O7,
By:
ivXinhart
President/CEO
Date: 1-6?-- / 2
By:1)�" iTL
Becky Horn iT
Chief Financial Officer
Attachments: Exhibit A - Request for Extension dated December 5, 2011
[Consultant] Page 2
M ATRIX
From: Matrix Imaging Products, Inc. Date: December 5, 2011
3151 Airway Avenue,
Suite H -1,
Costa Mesa, CA
92626
To: The City of Newport Beach
Matrix Imaging Products would like to request an extension to contract #4927,
which is due to expire on December 16th, 2011. We would appreciate it if you would
extend the contract to February 29t, 2012 to allow us adequate time to complete
this conversion project and to provide the City with the best image quality possible.
Project Time Line:
Phase 1- Project complete by Friday, Dec. 9th, 2011.
Phase 2 - Project complete by Friday, January 6th, 2012.
Phase 3 - Project complete by Wednesday, February 29t, 2012.
Sincerely,
Dave Pold
Matrix imaging Products, Inc.
Dave.Poltl@matriximaginginc.com
I
C
SERVICE AGREEMENT WITH
MATRIX IMAGING, INC.
FOR DOCUMENT SCANNING & INDEXING SERVICES
THIS SERVICE AGREEMENT ( "Agreement ") is made and entered into as of this
3101' day of July, 2011 by and between the CITY OF NEWPORT BEACH, a California
Municipal Corporation ( "City "), and Matrix Imaging, a California corporation
( "Contractor ") whose address is 3151 Airway Avenue, Suite H -1, Costa Mesa,
California 92626 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 scan all microfiche files and digitally convert, index and return
files from the Building and Planning Divisions for future ease of use, retrieval and
archival needs.
C. City desires to engage Contractor to scan and index a variety of microfiche and
microfilm and return the originals to the City ('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 Dave Poltl.
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 December 16, 2011 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
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 schedule included in
Exhibit A. 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 Forty Thousand Dollars
and no /100 ($40,000.00) 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:
Matrix Imaging, Inc. Page 2
4.2.1 The actual costs of sub - contractors 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 Pete Stenstrom 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:
Matrix Imaging, Inc. 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, damages, 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).
Matrix Imaging, Inc. 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.
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.
if��d��71�1�C97
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
Matrix Imaging, Inc. 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 sub consultant 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.
Matrix Imaging, Inc. Page 6
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.
Matrix Imaging, Inc. 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.
Matrix Imaging, Inc. Page 8
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
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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 -3293
Fax: 949 - 644 -3250
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Contractor at:
Attention: Dave Poltl
Matrix Imaging, Inc.
3151 Airway Avenue, Ste. H -1
Costa Mesa, CA 92626
Phone: (949) 874 -5030
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.).
Matrix Imaging, Inc. Page 10
27. TERMINATION
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 LANDS
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.
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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 LAND 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.
Matrix Imaging, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
OFFICE O,F THE CITY ATTORNEY
Leonie Mulvihill
Assistant City Attorney
ATTEST: I� II
Date: 6.
By:_ �41k V,
Leilani I. Brown
City Clerk aA4
CITY OF NEWPORT BEACH,
A Californi municipal corporation
Date: !1
By:
Kimberly Brandt, AICP
Community Development Director
CONTRACTOR: Matrix Imaging, Inc., a
California corporation
Date: :n - Lz -
/(
By:
Jay Vhart
President/CEO
Date: 7_2 2 —t /
By:
Bec Horn
Chii6f Financial
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Matrix Imaging, Inc. Page 13
6. OTHER INFORMATION — Methodology
Matrix Imaging has implemented procedures for many projects concerning highly
valuable and confidential materials. Matrix Imaging works closely with our clients to
ensure that their needs are being met. The digital capture process covers a series of
operations that both precede and follow the actual scanning of the documents. These
processes include document preparation, scanning, indexing, quality control operations,
storage and uploading to the host system. Matrix Imaging has been able to successfully
complete similar projects with the highest level of satisfaction. This objective is achieved
by stressing project planning and communication for each task and using professional,
trained imaging specialists. Matrix Imaging will submit for your review and approval a
production schedule with benchmarks and quarterly status reports. The following is an
overview of the proposed scanning process.
Document Management
We consider documents to be extremely valuable and they must be handled with the
utmost care and security. A written document management procedure will allow scanning
efficiency and facilitate tracking document movements. Matrix Imaging has
implemented procedures for many other projects scanning highly confidential and
valuable documents. Matrix Imaging will provide a bi- weekly status report of project
including the images converted, deliverable timelines and cost tracking.
Logging and Preparation ofDocuments
When the documents are received at Matrix Imaging they will be entered into a log -file to
record receipt and pertinent information for the rest of the processes. An essential part of
this step, is the inspection, grading and evaluation of document quality, and the need for
post scanning processing operations such as despeckle, deskew or other image
enhancement processes. Documents with defects such as holes through text or of poor
quality due to visual defects, etc. are stamped "Poor Quality Original ".
Scanning
All documents will be scanned in the same order they exist. The documents will be
scanned with an appropriate scanning threshold set for each document at 300 dpi CCITT
Group 4 Single Page TIFF or JPEG. Each group will be pre - scanned to determine the
best threshold setting. Images will be batch cropped to remove excess black borders.
Landscape pages will be rotated to proper orientation.
Indexing
Matrix Imaging works with many clients requiring a variety of formatting. Matrix
Imaging has a "Match and Merge" process in order to verify and extract data from
external databases or data files.. Indexing source may include scan sheets, file folders
and image verification.
-10-
Final Scanned File Review
During the final stages of the post processing, the images and indexes are inspected for
overall quality. Once the documents have been scanned, they may be processed to
improve the image quality and improve results. Post processing includes:
Despeckling To remove insignificant specks on the document. This will also reduce
the file size.
Deskewing To align the image horizontally in the file.
Every image will be manually examined for cut -offs or compression errors. If necessary,
the document will be rescanned or extra processing will be done to improve the quality of
the raster image. If Matrix Imaging determines that an original image is of poor quality
than a "Poor Quality Original' image will be added. Index values will be verified against
images. Any corrections will be recorded and provided in the form of a log. Large
format images are manually deskewed and cropped during the examinination process.
Deliverables
After indexing, scanning, and quality control is completed, index data and related images
will be committed to DVD. Requirements for quality control and metadata are explicitly
stated in the RFP. Matrix Imaging will confirm that all files for conversion have been
received, sequence is correct, metadata is complete and correct (100 %); check image
quality on screen. Images will be the same or better quality than the original paper image.
At no cost to the city, Matrix Imaging will correct all unacceptable images or add a
preceding image stating "Poor Quality Original'. A "Poor Quality Original' image will
be added to any image that contains unreadable text or graphics.
The above proposal shall remain in effect for ninety (90) days from submittal date.
Authorized Signature:
Date:
Signed: Z9
Signed By: Jay Linhart, CEO
-11-
Exhibit "B"
2. PROPOSAL FORM — Pricing (ATTACHMENT ENT D)
PROPOSAL COST DATA SUMMARY
Single Image Cards
Up to Six Images per Card
Multiple Image Cards (up to 56)
Letter Sized Paper (8.5 x 11)
Legal Sized Paper (8.5 x 14)
Tabloid Sized Paper (11 x 17)
Oversized Format (Including
construction drawings)
OPTIONS:
18 per Image
068 per Image
045 per image
048 per Image
048 per image
$ .048 per Image
$ .78 per Image
1. The price for indexing per field and per document is $0.045.
2. Document Preparation: $18 per hour.
3. Rather than convert the images from the microfiche (Diazo duplicates), which
can be of poor quality, we would recommend that we convert the images from
the original silver film. We will convert the images for the same price as fisted
above in the pricing section and are confident that this will result in much
better image quality.
4. At no additional cost, we will scan all the microfiche images in both B &W and
grayscale mode. if the B &W image is of good quality the city can upload this
image to their document imaging system, however, if the B &W image is of
poor quality they will have the option to use the backup grayscale copy as
their final copy.
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 official City contract/agreement will be drafted to protract this pricing
for the duration of the contract period.
Date
CERTIFICATE OF INSURANCE
CHECKLIST
Clio of Newpnolr(k Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 8/11/2012 Dept. /Contact Received From: Gaylene Olson
Date Completed: 8/17/2011 Sent to: Joel By: Joel
Company /Person required to have certificate: Matrix Imaging Products
I.
GENERAL LIABILITY
A. INSURANCE COMPANY: Hartford Insurance
B. AM BEST RATING (A-: VII or greater): A: XV
C. ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
D. LIMITS (Must be $1 M or greater): What is limit provided?
E. PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers)
F. ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
Yes FX No
$1,000,000
Yes N/ No O
Yes F7X No =
G. PRIMARY & NON - CONTRIBUTORY WORDING (Must be
included): Is it included? Yes F_Xj No
H. CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording? Yes No 0
I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires
notification of cancellation by certified mail; per Lauren Farley, the City will accept the
endeavor wording.
New Acord Wording
II. AUTOMOBILE LIABILITY
A. INSURANCE COMPANY: Hartford Accident &
B. AM BEST RATING (A-: VII or greater) A: XV
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California? Yes F_X] No
D. LIMITS (Must be $1 M min. BI & PD and $500,000 UM, $2M min
for Waste Haulers):
What are the limits provided? $1,000,000
E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste
Haulers only):
Is it included? N/A Yes n No
F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires
notification of cancellation by certified mail; per Lauren Farley, the City will accept the
endeavor wording.
New Acord Wording
111. WORKERS' COMPENSATION
A. INSURANCE COMPANY: American Casualty
B. AM BEST RATING (A-: VII or greater): A: XV
C. LIMITS: Statutory X
D. WAIVER OF SUBROGATION (To include): Is it included? Yes 5 No El
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
NOTES:
Approved:
August 17, 2011
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
0 Requires approval /exception /waiver by Risk Management
Comments:
Approved:
Risk Management
" Subject to the terms of the contract.
Date
Date
Yes FX No F—]
B &B initials