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HomeMy WebLinkAboutC-7000-1 - Service Agreement for Document Archiving ServicesQ> AMENDMENT NO. 3 TO r0 SERVICES AGREEMENT U WITH METASOURCE, LLC FOR DOCUMENT ARCHIVING SERVICES THIS AMENDMENT NO. 3 TO SERVICE AGREEMENT ("Amendment No. 3") is made and entered into as of this 13th day of December, 2016 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and METASOURCE, LLC, a Delaware limited liability company ("Contractor'), whose address is 12894 South Pony Express Road, Ste. 700, Draper, Utah 84020, and is made with reference to the following: RECITALS A. On July 1, 2014, City and McClusky Companies, a California corporation doing business as MCO -Document Imaging Solutions ("MCO") entered into a Service Agreement ("Agreement") to perform scanning and indexing services for documents retained by the City's Community Development Department ("Project"). B. On or about September 16, 2015, the assets of MCO, including the Agreement, were sold to Contractor. C. On January 11, 2016 the parties entered into Amendment No. 1 for City to approve retroactive to the sale date of the Agreement, in writing, the sale of the Agreement to Contractor, and to update the Notice provisions of the Agreement to reflect the new information for Contractor. D. On June 8, 2016 the parties entered into Amendment No. 2 to increase the total compensation for the Agreement to account for the increased volume of work not anticipated at the time of executing the Agreement. E. The parties desire to enter into this Amendment No. 3 to increase the total compensation for the Agreement to account for the increased volume of work not anticipated at the time of executing the Agreement for records City is receiving from the County of Orange for Newport Coast. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "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 Scope of Work and Schedule of Billing Rates attached as Exhibit A and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Sixty Thousand Dollars and 00/100 ($160,000.00), without prior written MetaSource, LLC Page 1 authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. 3, including all reimbursable items and subcontractor fees, in an amount not to exceed Sixty Thousand Dollars and 001100 ($60,000.00). 2. 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. [SIGNATURES ON NEXT PAGE] MetaSource, LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNE 'S OFFICE Date: By: Aaron C. Harp i�.3oab City Attorney ATTEST: Date: I.! By: &ik L Lei ani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation r Date: By: Diane B. Dixon Mayor CONTRACTOR: MetaSource, LLC, a Delaware limited li ility company Date: / By: Adam C. Osthed President & CEO Date: By: Randy H. Powel Vice President & CFO [END OF SIGNATURES] MetaSource, LLC Page 3 IV AMENDMENT NO. 2 TO SERVICE AGREEMENT WITH METASOURCE, LLC FOR DOCUMENT ARCHIVING SERVICES THIS AMENDMENT NO. 2 TO SERVICE AGREEMENT ("Amendment No. 2") is made and entered into as of this 8th day of June, ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and METASOURCE, LLC, a Delaware limited liability company ("Contractor'), whose address is 12894 South Pony Express Road, Suite 700, Draper Utah 84020, and is made with reference to the following: RECITALS A. On July 1, 2014, City and McClusky Companies, a California corporation doing business as MCO -Document Imaging Solutions ("MCO") entered into a Service Agreement ("Agreement") to perform scanning and indexing services for documents retained by the City's Community Development Department ("Project"). B. On or about September 16, 2015, the assets of MCO, including the Agreement, were sold to Contractor. C. On January 11, 2016 the parties entered into Amendment No. 1 for City to approve retroactive to the sale date of the Agreement, in writing, the sale of the Agreement to Contractor, and to update the Notice provisions of the Agreement to reflect the new information for Contractor. D. The parties desire to enter into this Amendment No. 2 for additional compensation only. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "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 Scope of Work and Schedule of Billing Rates attached as Exhibit A and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed One Hundred Thousand Dollars ($100,000.00), 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." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. 2, including all reimbursable items and subcontractor fees, in an amount not to exceed Twenty Five Thousand Dollars and 001100 ($25,000.00). IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO Y'S OFFICE Date: By: A -(;Y— — Aaron C. Harp City Attorney ATTEST: I/ Date: ' 1k ' &L it % ILII Leilani 1. Brown City Clerk MetaSource, LLC CITY OF NEWPORT BEACH, a California m nicipal corporation Date: (D113 22 L. By: c,�� DaveDiff City Manager CONTRACTOR: MetaSource, LLC, a Delaware limited Iia ility company Date: 6 ao z o/ By: Adam C. Osthed President & CEO Date: By:49 Randy H. Powell Vice President & C 0 [END OF SIGNATURES] 2. 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. [SIGNATURES ON NEXT PAGE] MetaSource, LLC AMENDMENT NO. ONE TO SERVICE AGREEMENT WITH METASOURCE, LLC FOR DOCUMENT ARCHIVING SERVICES THIS AMENDMENT NO. ONE TO SERVICE AGREEMENT ("Amendment No. One") is made and entered into as of this 11th day of January, 2016 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and METASOURCE, LLC, a Delaware limited liability company ("Contractor'), whose address is 12894 South Pony Express Road, Suite 700, Draper, Utah 84020, and is made with reference to the following: RECITALS A. On July 1, 2014, City and McClusky Companies, a California corporation doing business as MCO -Document Imaging Solutions ("MCO") entered into a Service Agreement ("Agreement") to perform scanning and indexing services for documents retained by the City's Community Development Department ("Project"). B. On or about September 16, 2015, the assets of MCO, including the Agreement, were sold to Contractor. Section 15 of the Agreement requires the City to approve, in writing, such sale of the Agreement to Contractor. C. The parties desire to enter into this Amendment No. One for City to approve retroactive to the sale date of the Agreement, in writing, the sale of the Agreement to Contractor, and to update the Notice provisions of the Agreement to reflect the new information for Contractor. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Pursuant to Section 15 of the Agreement, City hereby approves of the sale of the Agreement from MCO to Contractor. 2. NOTICES Section 25 of the Agreement is amended in its entirety and replaced with the following: "25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: CCe Attn: Lanny Krage, Records Specialist Community Development City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Marion Donnelly MetaSource, LLC 12894 South Pony Express Road, Suite 700 Draper, UT 84020" 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. [SIGNATURES ON NEXT PAGE] MetaSource, LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR E 'S OFFICE Date: l 6 By: Aaron C. Harp b City Attorney ATTEST: 9q���� Date: 10, / By:Uwt/v Leilani albrown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: /- 7— /(o By: Kimberly Brandt, AICP Community Development Department Director CONTRACTOR: MetaSource, LLC, a Delaware limited liability company Date: By: Adam C. Osthed President & CEO Date: By: ( lov� V—A Randy H. Powell CFO [END OF SIGNATURES] MetaSource, LLC Page 3 a CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 10/27/15 Dept./Contact Received From: Date Completed: 11/18/15 Sent to: Terresa By: Company/Person required to have certificate: MetaSource LLC Type of contract: All Others Chris I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 9/27115-9/27116 A. INSURANCE COMPANY: Great Northern lnsurance Company B. AM BEST RATING (A-: VII or greater): A++: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 11v2M E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must (What is limits provided?) include): Is it included? (completed Operations status does F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND G. HIRED AND NON -OWNED AUTO ONLY: COMPLETED OPERATIONS ENDORSEMENT (completed H. NOTICE OF CANCELLATION: Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. 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 K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 9/27/15-9/27/16 A. INSURANCE COMPANY: Great Northern Insurance Company B. AM BEST RATING (A-: VII or greater) A++: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ❑ Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1M E. LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A 0 Yes 0 No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 9/27/15-9/27/16 A. INSURANCE COMPANY: Federal Insurance Company B. AM BEST RATING (A-: VII or greater): A++: XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1 M F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? 11/20/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract.