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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.
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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.
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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.
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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.