HomeMy WebLinkAbout2007/09/18 Item 5
CITY COUNCIL
AGENDA STATEMENT
~\r~ CITY OF
~~ (HULA VISTA
Item No.: 5
Meeting Date:9/18/07
ITEM TITLE:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AWARDING A CONTRACT TO ANACOMP, INC.
FOR RECORD DIGITIZATION SERVICES AND AUTHORIZING
THE MAYOR TO EXECUTE THE AGREEMENT
SUBMITTED BY:
DIRECTOR OF PLANNI~I ~ND BUILDINf
CITY MANAGER /Jlli]Jp
ASSISTANT CITY 1ANAGER <;>,--
REVIEWED BY:
4/5THS VOTE: YES
NO X
BACKGROUND
The requested digitization services contract will assist this department, and any other City
department needing the services, to archive permanent City records in digital format, in a format
compatible with City Clerk records retention standards. Having conducted a competitive bid
process, this contract ensures the City will receive the services at very competitive rates.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance with
the California Environmental Quality Act (CEQA) and has determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines because it involves only
the approval of a contract to archive permanent City records in digital format; therefore, pursuant
to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus,
no environmental review is necessary.
RECOMMENDATION
That the City Council award the attached record digitization services contract to Anacomp, the
lowest total bid for the requested services, and directs the Mayor to execute the agreement.
BOARDS/COMMISSION RECOMMENDATION: None.
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Item No.: '5
Meeting Date:9/18/07
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DISCUSSION
Background
In April 1999, the City Clerk's Office received approval to begin a migration of the City's records
archiving to a digital database, accessible by Laserfiche@ database software. Until this
conversion began, the Department of Planning and Building archived permanent records in
multiple media, including paper files, microfilm, microfiche and aperture cards, stored in
multiple locations. None of these records were in digital format.
Some City departments are responsible for the retention of permanent public records, and
Planning and Building is one such department. Building permit support documentation, building
plans, and land-use entitlement case files must be permanently preserved. For the past six years,
the Department has augmented its limited in-house records digitizing with the professional
services of an outside supplier. Over this period of time, the supplier has assisted the
Department in digitizing records from a variety of media, including rolled plans, folded plans
and case files, microfilm, microfiche, aperture cards, and bulk inspection records. This
conversion has helped improve service to the public in making records available on the desktop
personal computers of City staff, and largely eliminated the time-consuming search for archived
paper records. Records that have been digitized are often accessed by the public at the self-help
stations in the lobby of the Public Services Building, a service not offered prior to records
digitization. Apart from the benefits of uniform formatting, the existing state of archived paper
documents are preserved at the time the documents are digitized, halting a further loss of quality
due to deterioration. Since 200 I, Planning & Building Department has digitized over 1.2 million
images and eliminated microfilm, microfiche and aperture cards as archive media for the
department.
Consultant Selection Process
In May, 2007, the City's Acting Purchasing Agent advertised a Notice to Bidders for Records
Digitizing Services. On May 18 a mandatory pre-bid meeting for potential bidders was
convened, with media samples open and available for inspection. The samples were collected
from City departments who expressed an interest in the services. Three vendors attended the
meeting. Subsequent to the meeting, an amendment was issued to the attendees to clarify two
points. By the June I deadline, all three vendors had submitted formal bids.
Using quantities from eighteen prior Planning and Building Department invoices for the same
services, ana representing the mix of media expected over the next year, vendor bid unit pricing
was assigned, and the results showed Anacomp to be the lowest total price by $26,000 over the
next lowest bidder, Docusure. The third lowest bid by ALC Legal was $212,600 higher than the
lowest bidder, Anacomp.
Anacomp was the lowest responsive and responsible bidder. These numbers represent analytical
comparisons, and are not a reflection of guaranteed future business. It is anticipated, however,
that if all five one-year extensions are exercised over the period of the proposed service
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Item No.: .5'
Meeting Date:9/18/07
Page 3 of 3
agreement, the City will spend in excess of $100,000 with the supplier for these services. Staff
evaluated a product sample and conducted reference checks, both to their satisfaction.
Conclusion
Based on the lowest total bid for the requested records digitization services, staff recommends
awarding this services contract to Anacomp. The initial term of the contract is one year,
renewable in five subsequent one-year intervals based on mutual consent. While the Department
of Planning and Building is initiating this service contract, use of this supplier is intended for the
benefit of any City department requiring such services.
DECISION-MAKER CONFLICTS:
Not Applicable:
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500 foot rule found in California Code of Regulations Section
18704.2(a)(I) is not applicable to this decision.
FISCAL IMP ACT
Budget for these contract services is included in the FY 2008 budget for the Planning and
Building Department. The anticipated costs for these services were considered costs of doing
business and included in the Planning & Building fees as approved in the Planning & Building
Fee Study in January 2007. For FY2008, Planning & Building planned and budgeted to use
$89,300 for said services, but this may be less due to City budgetary needs. Any other
department utilizing the services would do so from available budget within the department
requesting the services. In future years, use of said services will be dependent on departmental
services budget available, and there is no guarantee to the service provider for level of business
from the City. This contract just guarantees the City competitive rates when services are
requested.
ATTACHMENTS
1. 2-Party Agreement with Anacomp, Inc.
Prepared by: Bob McSeveney, Principal Management Analyst, Planning & Building
Department
H:\Planning\BobMc\Anacomp Ai 13 9-11.07rl.doc
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RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VIST A A WARDING A CONTRACT TO ANACOMP, INC. FOR RECORD
DIGITIZATION SERVICES AND AUTHORIZING THE MAYOR TO
EXECUTE THE AGREEMENT
WHEREAS, the City Clerk has endorsed Citywide usage of records digitization to
preserve permanent records and the utilization of Laserfiche @ software to access
digitized public records; and
WHEREAS, over the past six years, the Planning & Building Department has
converted over 1.2 million records to digital format with the assistance of contracted
digitization services; and
WHEREAS, the most recent contract for these services expired in April, 2007;
and
WHEREAS, in May, the City advertised for and conducted a competitive fOlmal
request for proposals for these services according to Chapter 2.56 of the Municipal Code,
and Section 1010 of tbe City Charter; and
WHEREAS, Anacomp, Inc. submitted the lowest responsive and responsible bid
for tbe requested services; and
WHEREAS, the proposed agreement is for an initial period of one fiscal year,
with five one-year options for renewal by mutual agreement between City and Anacomp,
Inc.; and
WHEREAS, the compensation under the proposed agreement is the per image
scan charges and per document index charges, if indexing is requested by the City, as
detai led in the proposed agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Chula Vista tbat it awards a contract to Anacomp, Inc. for records digitization services
and authorizes the Mayor to execute the agreement.
Presented by
Approved as to fonn by
J.D. Sandoval
Planning and Building Director
y1()'- 1 /I~
' .t'=-<'l) eft.. j Ai /1, }.A'-'
/'j
Ann Moore "
City Attorney
]!:"PLA:-';;-";IN(i\Bl1bMc\AIl~COll1p Resl1 ()-II-07 revised by ec.doc
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~~ tthv~~
{/
Ann Moore
City Attorney
Dated:
'9/ 5-!-0 7
I i
Agreement between
City of Chula Vista
And
Anacomp, Inc.
for Records Digitization Services
5-5
Parties and Recital Page(s)
Agreement between
City of Chula Vista
and
Anacomp, Inc.
for Records Digitization Services
This agreement ("Agreement"), dated 8/10/2007 for the purposes of reference only, and
effective as of the date last executed unless another date is otherwise specified in Exhibit A,
Paragraph I, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business form is set forth on Exhibit A, Paragraph 3, and the entity indicated on
the attached Exhibit A, Paragraph 4, as Supplier, whose business form is set forth on Exhibit A,
Paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A,
Paragraph 6 ("Supplier"), and is made with reference to the following facts:
Recitals
Whereas, City is engaged in a records digitization program to electronically preserve
permanent public records; and,
Whereas, the ability to digitize the shear volume and type of records is often beyond the
capabilities of existing City resources; and,
Whereas, City advertised for and conducted a competitive formal request for proposal
according to Municipal Code, Section 2.56, and the City Charter, Section 1010; and
Whereas, Supplier bid the lowest total pricing, provided acceptable service samples, and
provided good customer references; and
Whereas, Supplier warrants and represents that they are experienced and staffed in a manner
such that they are and can prepare and deliver the services required of Consultant to City within
the time frames herein provided all in accordance with the terms and conditions of this
Agreement;
(End of Recitals. Next Page starts Obligatory Provisions.)
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Obligatory Provisions Pages
NOW, THEREFORE, BE IT RESOLVED that the City and Supplier do hereby mutually
agree as follows:
1. Supplier's Duties
A. General Duties
Supplier shall perform all ofthe services described on the attached Exhibit A, Paragraph 7,
entitled "General Duties"; and,
B. Scope of Work and Schedule
In the process of performing and delivering said "General Duties", Supplier shall also
perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and
Schedule", not inconsistent with the General Duties, according to, and within the time frames set
forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit
A, Paragraph 8, within the time frames set forth therein, time being of the essence of this
agreement. The General Duties and the work and deliverables required in the Scope of Work and
Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined
Services by the times indicated does not, except at the option of the City, operate to terminate
this Agreement.
C. Reductions in Scope of Work
City may independently, or upon request from Supplier, from time to time reduce the
Defined Services to be performed by the Supplier under this Agreement. Upon doing so, City
and Supplier agree to meet in good faith and confer for the purpose of negotiating a
corresponding reduction in the compensation associated with said reduction.
D. Additional Services
No additional services will be required of Supplier.
E. Standard ofeare
Supplier, in performing any Services under this agreement, whether Defmed Services or
Additional Services, shall perform in a manner consistent with that level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions
and in similar locations.
F. Insurance
Supplier must procure insurance against claims for injuries to persons or damages to property
that may arise from or in connection with the performance of the work under the contract and the
results of that work by the Supplier, his agents, representatives, employees or subcontractors and
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provide documentation of same prior to commencement of work. The insurance must be
maintained for the duration of the contract.
Minimum Scope of Insurance
Coverage must be at least as broad as:
(I) Insurance Services Office Commercial General Liability coverage (occurrence Form
CGOOOI).
(2) Insurance Services Office Form Number CA 0001 covering Automobile Liability,
Code I (any auto).
(3) Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
(4) Professional Liability or Errors & Omissions Liability insurance appropriate to the
Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
Minimum Limits of Insurance
Supplier must maintain limits no less than:
I. General Liability:
(Including operations,
products and completed
operations, as applicable)
2. Automobile Liability:
3. Workers' Compensation
Employer's Liability:
4. Professional Liability or
Errors & Omissions
Liability:
$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability insurance
with a general aggregate limit is used, either the general
aggregate limit must apply separately to this projectllocation or
the general aggregate limit must be twice the required occurrence
limit.
$1,000,000 per accident for bodily injury and property damage.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
$1,000,000 each occurrence
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option ofthe City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
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Supplier will provide a fmancial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's compensation
policies are to contain, or be endorsed to contain, the following provisions:
(1) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are
to be named as additional insureds with respect to liability arising out of automobiles
owned, leased, hired or borrowed by or on behalf of the Supplier, where applicable,
and, with respect to liability arising out of work or operations performed by or on
behalf of the Supplier, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the contractor's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
(2) The Supplier's General Liability insurance coverage must be primary insurance as it
pertains to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees,
or volunteers is wholly separate from the insurance ofthe contractor and in no way
relieves the contractor from its responsibility to provide insurance.
(3) The insurance policy required by this clause must be endorsed to state that
coveragewill not be canceled by either party, except after thirty (30) days' prior
written notice. Anacomp agrees to inform the City of such cancellation by certified
mail, return receipt requested.
(4) Coverage shall not extend to any indenmity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
(5) Supplier's insurer will provide a Waiver of Subrogation in favor of the City for each
required policy providing coverage during the life of this contract.
If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions
coverage are written on a claims-made form:
(1) The "Retro Date" must be shown, and must be before the date of the contract or the
beginning of the contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the contract work.
(3) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a "Retro Date" prior to the contract effective date, the Supplier must
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purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
(4) A copy of the claims reporting requirements must be submitted to the City for review.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V. Ifinsurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus
Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may
be made for the State Compensation Fund when not specifically rated.
Verification of Coverage
Supplier shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on insurance industry
forms, provided those endorsements or policies conform to the contract requirements. All
certificates and endorsements are to be received and approved by the City before work
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
Subcontractors
Suppliers must include all subconsultants as insureds under its policies or furnish separate
certificates and endorsements for each subconsultant. All coverage for subconsultants are subj ect
to all ofthe requirements included in these specifications.
G. Security for Performance
(l) Performance Bond
In the event that Exhibit A, at Paragraph 18, indicates the need for Supplier to provide a
Performance Bond (indicated by a check mark in the parenthetical space immediately preceding
the subparagraph entitled "Performance Bond"), then Supplier shall provide to the City a
performance bond in the form prescribed by the City and by such sureties which are authorized
to transact such business in the State of California, listed as approved by the United States
Department of Treasury Circular 570, http://www.fTns.treas.gov/c570, and whose underwriting
limitation is sufficient to issue bonds in the amount required by the agreement, and which also
satisfy the requirements stated in Section 995.660 ofthe Code of Civil Procedure, except as
provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied
by a certified copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits so
required. Form must be satisfactory to the Risk Manager or City Attorney which amount is
indicated in the space adjacent to the term, "Performance Bond", in said Exhibit A, Paragraph 18.
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(2) Letter of Credit
In the event that Exhibit A, at Paragraph 18, indicates the need for Supplier to provide a
Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the
subparagraph entitled "Letter of Credit"), then Supplier shall provide to the City an irrevocable
letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter,
signed by the City Manager, stating that the Supplier is in breach of the terms of this Agreement.
The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the
Risk Manager or City Attorney which amount is indicated in the space adjacent to the term,
"Letter of Credit", in said Exhibit A, Paragraph 18.
(3) Other Security
In the event that Exhibit A, at Paragraph 18, indicates the need for Supplier to provide
security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the
parenthetical space immediately preceding the subparagraph entitled "Other Security"), then
Supplier shall provide to the City such other security therein listed in a form and amount
satisfactory to the Risk Manager or City Attorney.
H. Business License
Supplier agrees to obtain a business license from the City and to otherwise comply with Title
5 ofthe Chula Vista Municipal Code.
2. Duties of the City
A. Consultation and Cooperation
City shall regularly consult the Supplier for the purpose of reviewing the progress
of the Defined Services and Schedule therein contained, and to provide direction and
guidance to achieve the objectives of this agreement. The City shall permit access to its
office facilities, files and records by Supplier throughout the term of the agreement. In
addition thereto, City agrees to provide the information, data, items and materials set
forth on Exhibit A, Paragraph 9, and with the further understanding that delay in the
provision of these materials beyond thirty (30) days after authorization to proceed, shall
constitute a basis for the justifiable delay in the Supplier's performance of this agreement.
City shall determine if the City requires Supplier to index. If City decides to use Supplier
to index, City shall provide to Supplier a printed list of documents to be indexed with
index field information or shall identify the location of indexing information on the
source documents themselves for extraction by Supplier.
B. Compensation
Upon receipt of a properly prepared billing from Supplier submitted to the City periodically
as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the
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day ofthe period indicated in Exhibit A, Paragraph 17, City shall compensate Supplier for all
services rendered by Supplier according to the terms and conditions set forth in Exhibit A,
Paragraph 10, adjacent to the goveming compensation relationship indicated by a "checkmark"
next to the appropriate arrangement, subject to the requirements for retention set forth in
Paragraph 18 of Exhibit A, and shall compensate Supplier for out of pocket expenses as provided
in Exhibit A, Paragraph II.
All billings submitted by Supplier shall contain sufficient information as to the propriety of
the billing to permit the City to evaluate that the amount due and payable thereunder is proper,
and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C)
to be charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 12, as said party's contract administrator who is authorized by said party to represent
them in the routine administration of this agreement.
4. Term
This Agreement shall terminate on June 30, 2008, unless extended by mutual agreement
between the City and the Supplier for five one-year periods, but in no event later than June 30,
2013.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A,
Paragraph 13.
It is acknowledged by both parties that time is of the essence in the completion of this
Agreement. It is difficult to estimate the amount of damages resulting from delay in
performance. The parties have used their judgment to arrive at a reasonable amount to
compensate for delay.
Failure to complete the Defined Services within the allotted time period specified in this
Agreement shall result in the following penalty: For each consecutive calendar day in excess of
the time specified for the completion of the respective work assignment or Deliverable, the
Supplier shall pay to the City, or have withheld from monies due, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate").
Time extensions for delays beyond the Supplier's control, other than delays caused by the
City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the
expiration of the specified time. Extensions of time, when granted, will be based upon the effect
of delays to the work and will not be granted for delays to minor portions of work unless it can
be shown that such delays did or will delay the progress of the work.
6. Financial Interests of Supplier
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A. Supplier is Designated as an FPPC Filer
If Supplier is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Supplier is deemed
to be a" Supplier" for the purposes of the Political Reform Act conflict of interest and disclosure
provisions, and shall report economic interests to the City Clerk on the required Statement of
Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or
if none are specified, then as determined by the City Attorney.
B. Decline to Participate
Regardless of whether Supplier is designated as an FPPC Filer, Supplier shall not make, or
participate in making or in any way attempt to use Supplier's position to influence a
governmental decision in which Supplier knows or has reason to know Supplier has a financial
interest other than the compensation promised by this Agreement.
C. Search to Determine Economic Interests
Regardless of whether Supplier is designated as an FPPC Filer, Supplier warrants and
represents that Supplier has diligently conducted a search and inventory of Supplier 's economic
interests, as the term is used in the regulations promulgated by the Fair Political Practices
Commission, and has determined that Supplier does not, to the best of Supplier's knowledge,
have an economic interest which would conflict with Supplier's duties under this agreement.
D. Promise Not to Acquire Conflicting Interests
Regardless of whether Supplier is designated as an FPPC Filer, Supplier further warrants and
represents that Supplier will not acquire, obtain, or assume an economic interest during the term
of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
E. Duty to Advise of Conflicting Interests
Regardless of whether Supplier is designated as an FPPC Filer, Supplier further warrants and
represents that Supplier will immediately advise the City Attorney of City if Supplier learns of
an economic interest of Supplier's that may result in a conflict of interest for the purpose of the
Fair Political Practices Act, and regulations promulgated thereunder.
F. Specific Warranties Against Economic Interests
Supplier warrants and represents that neither Supplier, nor Supplier's inunediate family
members, nor Supplier's employees or agents ("Supplier Associates") presently have any
interest, directly or indirectly, whatsoever in any property which may be the subject matter of the
Defined Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other
than as listed in Exhibit A, Paragraph 14.
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Supplier further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Supplier or
Supplier Associates in connection with Supplier's performance of this Agreement. Supplier
promises to advise City of any such promise that may be made during the Term of this
Agreement, or for twelve months thereafter.
Supplier agrees that Supplier Associates shall not acquire any such Prohibited Interest within
the Term of this Agreement, or for twelve months after the expiration of this Agreement, except
with the written permission of City.
Supplier may not conduct or solicit any business for any party to this Agreement, or for any
third party that may be in conflict with Supplier's responsibilities under this Agreement, except
with the written permission of City.
7. Hold Harmless
Supplier shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys fees) arising out of or alleged by third parties to
be the result of the negligent acts, errors or omissions or the willful misconduct of the Supplier,
and Supplier's employees, subcontractors or other persons, agencies or firms for whom Supplier
is legally responsible in connection with the execution of the work covered by this Agreement,
except only for those claims, damages, liability, costs and expenses (including without
limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the
City, its officers, employees. Also covered is liability arising from, connected with, caused by or
claimed to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which may be in combination with the active or passive negligent acts or
omissions of the Supplier, its employees, agents or officers, or any third party.
With respect to losses arising from Supplier's professional errors or omissions, Supplier shall
defend, indemnify, protect and hold harmless the City, its elected and appointed officers and
employees, from and against all claims for damages, liability, cost and expense (including
without limitation attorneys fees) except for those claims arising from the negligence or willful
misconduct of City, its officers or employees.
Supplier's indemnification shall include any and all costs, expenses, attorneys fees and
liability incurred by the City, its officers, agents or employees in defending against such claims,
whether the same proceed to judgment or not. Supplier's obligations under this Section shall not
be limited by any prior or subsequent declaration by the Supplier. Supplier's obligations under
this Section shall survive the termination of this Agreement.
For those professionals who are required to be licensed by the state (e.g. architects, landscape
architects, surveyors and engineers), the following indemnification provisions should be utilized:
(1) Indemnification and Hold Harmless Agreement
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With respect to any liability, including but not limited to claims asserted or costs, losses,
attorney fees, or payments for inj ury to any person or property caused or claimed to be caused by
the acts or omissions of the Supplier, or Supplier's employees, agents, and officers, arising out of
any services performed involving this project, except liability for Professional Services covered
under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the
City, its agents, officers, or employees from and against all liability. Also covered is liability
arising from, connected with, caused by, or claimed to be caused by the active or passive
negligent acts or omissions of the City, its agents, officers, or employees which may be in
combination with the active or passive negligent acts or omissions of the Supplier, its employees,
agents or officers, or any third party. The Supplier's duty to indemnify, protect and hold
harmless shall not include any claims or liabilities arising from the sole negligence or sole willful
misconduct of the City, its agents, officers or employees. This section in no way alters, affects or
modifies the Supplier's obligation and duties under Section Exhibit A to this Agreement.
(2) Indemnification for Professional Services.
As to the Supplier's professional obligation, work or services involving this Project, the
Supplier agrees to indemnify, defend and hold harmless the City, its agents, officers and
employees from and against any and all liability, claims, costs, and damages, including but not
limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness
or willful misconduct of Supplier and its agents in the performance of services under this
agreement, but this indemnity does not apply liability for damages for death or bodily injury to
persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or
defects in design by City or the agents, servants, or independent contractors who are directly
responsible to City, or arising from the active negligence of City.
8. Termination of Agreement for Cause
If, through any cause, Supplier shall fail to fulfill in a timely and proper manner
Supplier's obligations under this Agreement, or if Supplier shall violate any of the
covenants, agreements or stipulations of this Agreement, City shall have the right to
terminate this Agreement by giving written notice to Supplier of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. Excessive turnaround times are cause for termination. In that event, all
finished or unfinished documents, data, studies, surveys, drawings, maps, reports and
other materials prepared by Supplier shall, at the option of the City, become the property
of the City, and Supplier shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the
effective date of Notice of Termination, not to exceed the amounts payable hereunder,
and less any damages caused City by Supplier's breach.
9. Errors and Omissions
In the event that the City Administrator determines that the Suppliers' negligence, errors, or
omissions in the performance of work under this Agreement has resulted in expense to City
greater than would have resulted if there were no such negligence, errors, omissions, Supplier
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shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended
to limit City's rights under other provisions of this agreement.
10. Termination of Agreement for Convenience of City
City may terminate this Agreement at any time and for any reason, by giving specific written
notice to Supplier of such termination and specifying the effective date thereof, at least thirty
(30) days before the effective date of such termination. In that event, all finished and unfinished
documents and other materials described hereinabove shall, at the option of the City, become
City's sole and exclusive property. If the Agreement is terminated by City as provided in this
paragraph, Supplier shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to the effective date of such
termination. Supplier hereby expressly waives any and all claims for damages or compensation
arising under this Agreement except as set forth herein.
11. Assignability
The services of Supplier are personal to the City, and Supplier shall not assign any interest in
this Agreement, and shall not transfer any interest in the same (whether by assignment or
notation), without prior written consent of City.
City hereby consents to the assignment of the portions ofthe Defined Services identified in
Exhibit A, Paragraph 16 to the sub consultants identified thereat as "Permitted Subconsultants".
12. Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems
and any other materials or properties produced under this Agreement shall be the sole and
exclusive property of City. No such materials or properties produced in whole or in part under
this Agreement shall be subject to private use, copyrights or patent rights by Supplier in the
United States or in any other country without the express written consent of City. City shall have
unrestricted authority to publish, disclose (except as maybe limited by the provisions of the
Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any
such reports, studies, data, statistics, forms or other materials or properties produced under this
Agreement.
13. Independent Contractor
City is interested only in the results obtained and Supplier shall perform as an independent
contractor with sole control of the manner and means of performing the services required under
this Agreement. City maintains the right only to reject or accept Supplier's work products.
Supplier and any of the Supplier's agents, employees or representatives are, for all purposes
under this Agreement, an independent contractor and shall not be deemed to be an employee of
City, and none of them shall be entitled to any benefits to which City employees are entitled
including but not limited to, overtime, retirement benefits, worker's compensation benefits,
injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax,
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social security tax or any other payroll tax, and Supplier shall be solely responsible for the
payment of same and shall hold the City harmless with regard thereto.
14. Administrative Claims Requirements and Procedures
No suit or arbitration shall be brought arising out of this agreement, against the City unless a
claim has first been presented in writing and filed with the City and acted upon by the City in
accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as
same may from time to time be amended, the provisions of which are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the
implementation of same.
Upon request by City, Supplier shall meet and confer in good faith with City for the purpose
of resolving any dispute over the terms of this Agreement.
15. Attorney's Fees
Should a dispute arising out of this Agreement result in litigation, it is agreed that the
prevailing party shall be entitled to a judgment against the other for an amount equal to
reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be
the party who is awarded substantially the relief sought.
16. Statement of Costs
In the event that Supplier prepares a report or document, or participates in the preparation of
a report or document in performing the Defmed Services, Supplier shall include, or cause the
inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of
all contracts and subcontracts relating to the preparation of the report or document.
17. Miscellaneous
A. Supplier not authorized to Represent City
Unless specifically authorized in writing by City, Supplier shall have no authority to act as
City's agent to bind City to any contractual agreements whatsoever.
B. Supplier is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 15 is marked, the Supplier and/or their principals is/are
licensed with the State of California or some other state as a licensed real estate broker or
salesperson. Otherwise, Supplier represents that neither Supplier, nor their principals are licensed
real estate brokers or salespersons.
C. Notices
All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any party shall be
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deemed to have been properly given or served ifpersonally served or deposited in the United
States mail, addressed to such party, postage prepaid, registered or certified, with return receipt
requested, at the addresses identified herein as the places of business for each of the designated
parties.
D. Entire Agreement
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the
subject matter hereof. Neither this Agreement nor any provision hereof may be amended,
modified, waived or discharged except by an instrument in writing executed by the party against
which enforcement of such amendment, waiver or discharge is sought.
E. Capacity of Parties
Each signatory and party hereto hereby warrants and represents to the other party that it has
legal authority and capacity and direction from its principal to enter into this Agreement, and that
all resolutions or other actions have been taken so as to enable it to enter into this Agreement.
F. Governing LawN enue
This Agreement shall be governed by and construed in accordance with the laws ofthe State
of California. Any action arising under or relating to this Agreement shall be brought only in the
federal or state courts located in San Diego County, State of California, and if applicable, the
City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance
hereunder, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
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Signature Page
to
Agreement between
City of Chula Vista
and
Anacomp, Inc
for Records Digitization Services
IN WITNESS WHEREOF, City and Supplier have executed this Agreement thereby
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City ofChnla Vista
By:
Cheryl Cox, Mayor
Attest:
Susan Bigelow, City Cler-k
Approved as to form:
Arm Moore, City Attorney
Dated:
Ana~~c.
B~>~~
Paul Najar, , General Counsel &
Secretary
By:
Exhibit List to Agreement
( X ) Exhibit A
( X ) Attachment 1
Page 14
5-19
Exhibit A
to
Agreement bet\veen
City of Chula Vista
and
Anacomp, Inc.
I. Effective Date of Agreement: September II. 2007
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation ofthe State of California
( ) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of
California
( ) Industrial Development Authority of the City of Chula Vista, a
( ) Other:
, a [insert business form]
("City")
3. Place of Business for City:
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Supplier:
Anacomp, Inc.
5. Business Form of Supplier:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Supplier:
15378 Avenue of Science
San Diego, California 92128
Voice Phone: (858) 716-3400, (562) 802-3673
Fax Phone: (562) 802-3912
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7. General Duties:
Supplier shall perform records digitization services to the City of Chula Vista, which
includes scanning a variety of source documents into digital images, and delivering to the
City on CDiDVD in a format easily imported into the City's Lasertlche@software database.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
1. Supplier shall develop a test plan to define the minimum quality level requirements,
provide Supplier a method of measuring acceptable image quality, and provide the City
with representative sample images. The City shall accept the test plan prior to any work
being started pursuant to this Agreement.
2. Supplier shall pick-up, transport, and temporarily store all source documents.
3. Supplier shall prepare all source documents for digitization (remove fasteners, unfold,
unroll, flatten).
4. Supplier shall digitize for delivery to City one original of digitized images on compact
disk standard quality (CD) or digital video disk (DVD) in "briefcase" format for
importation into Laserfiche@ database software system, or comparable format. The
actual images shall be in TIFF4 format. Any third-party import software selected by
Supplier for this process, for example Import List Manager, shall be configured by
Supplier for said importing into Laserfiche@, recognizing this is Supplier's area of
expertise and not City's area of expertise.
5. Supplier shall package and label each CDiDVD as directed by City.
6. Supplier shall label each document (multi-page TIFF4 file) as directed by City.
7. Supplier shall deliver original documents in original containers, along with digitized
images, back to the City, no later than 21 calendar days from the date of pick-up unless
alonger period is approved by the City. Individual documents shall not be re-fastened,
although rubber bands on rolled plans and around packets shall be replaced.
8. Supplier shall re-digitize poor or illegible images that do not conform to the minimum
quality level requirements as set forth in Item I of the Scope of Work as may be required
by the City, at no additional cost.
9. Source documents shall be picked-up by Supplier within two (2) working days
from notice by the City or as otherwise directed by City. Turnaround time for processing
and delivery shall not exceed twenty-one (21) calendar days. Upon request by the City, a
source document shall be returned to the City within five (5) calendar days.
10. Supplier shall index source documents as requested by the City.
11. Supplier shall safeguard source documents from theft, loss, and physical hazards,
including but not limited to sunlight, water, mildew, and heat.
12. Supplier shall use only bonded courier services, approved by the City, which
approval shall not be unreasonably withheld, to transport the source material to and from
the City.
13. Supplier shall work with the City to establish a process for tracking all source
documents. This process shall be in writing and shall be approved by the City.
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14. Supplier shall use, at a minimum, each and every measure outlined in Attachment 1
to this Agreement to protect the safety and confidentiality of the City's source
documents.
15. Supplier shall perform an audit at the conclusion of each batch to ensure compliance
with this Detailed Scope of Work. The results of each audit shall be in writing and shall
be approved by the City.
B. Date for Commencement of Supplier Services:
( X ) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliver abies:
Deliverables: Digitized images to be returned to City on standard CD/DVD qualitv
media within 21 calendar davs of pick-up. unless timeframe otherwise extended by City-
D. Date for completion of all Supplier services: June 30. 2008. with five one-year
extensions by mutual agreement between City and Supplier, taking the maximum potential term
onhe Agreement to June 30.2013.
9. Materials Required to be Supplied by City to Supplier:
Any and all records to be digitized, including boxes containing the records.
10. Compensation:
Compensation shall be in accordance with the per-image scan charges and per document
indexing charges as detailed below:
A Digitization, Black & White - 300dpi, paper records.
Description (Record Size)
1. Size A (8-1/2" xii")
2. Size B (II" x IT')
3. Size C (18" x 24")
4. Size D (24" x 36")
5, Size E (36" x 48")
Unit Cost
$0.039
$ 0.049
$ 0.79
$ 0.79
$ 0.99
B. Digitization, Color - 300dpi, paper records.
Description (Record Size)
1. Size A (8-1/2" x II")
2. Size B (II" x 17")
3. Size C (18" x 24")
Unit Cost
$ 0.054
$ 0.064
$ 1.09
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4. Size D (24" x 36")
5. Size E (36" x 48")
$ 1.09
$ 1.39
C. Digitization, Black & White - 300dpi, film
Description (Record Size)
1. 16 mm rolled microfilm -per frame
2. 35 mm rolled microfilm - per frame
3. 16 mm COM microfiche -per frame
16 mm Jacket microfiche - per frame
4. 35 mm Jacket microfiche -per frame
5. Aperture cards - per card
6. Codex cards - per card
Unit Cost
$ 0.035
$ 0.045
$ 0.045
$ 0.085
$ 0.085
$ 0.65
$ 0.65
D. Indexing - per document
Description
Unit Cost
1. Indexing price per Case File Document (1 OA&B above) $ 0.45
Indexing price per Aperture Card & Codex $ 0.45
Indexing price per Fiche $ 0.45
(Assumption -70 Chars.; Case Number-lO, Address - 30, Title - 30)
2. Indexing price per Building Permit (10A&B above) $ 1.435
(Assumption - 205 Characters; Activity No. - 20, Address - 35,
APN - 30, Project Description - 35, Development Name - 20,
Project Name - 35, Document Type - 25, Tag No. - 5)
3. Indexing per Film Roll $ 0.144
(Assumption - 24 Chars.; Year- 4, BeginninglEnding Case No. - 10 each)
Unit Cost for digitization includes pick-up and delivery, preparation, scanning, writing to
standard quality compact disks (CDs) or digital video disks (DVDs), media labeling and
sleeves and temporary source document storage.
Price Escalation: These prices are guaranteed for the period between September 11, 2007
and June 30, 2008. One (1) price increase may be allowed for each successive option
renewal period only as the result of:
1) Manufacturer or supplier price increases in the service offered; or,
2) Governmental or regulatory agency increases to the trade; or,
3) Regional Consumer Price Index (CPI) increases to the industry.
Any request for a price increase shall be substantiated with documentation from a
manufacturer, supplier, or governmental agency and must be submitted in writing at least
thirty (30) days prior to the effective date of the increase. Overall increases of greater
than 5% from prior year prices shall not be allowed. The City shall accept any price
increase in its sole and absolute discretion.
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All other terms and conditions during option periods shall remain the same. The City
may negotiate additional favorable pricing, terms, and conditions provided that the
original scope of the Agreement remains substantially unchanged.
The City does not guarantee any minimum number of source documents to be digitized or
indexed or guarantee any minimum compensation to Supplier.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Supplier in the performance of services
herein required, City shall pay Supplier at the rates or amounts set forth below:
(X ) None, the compensation includes all costs.
12. Contract Administrators:
City: Bob McSeveney, Principal Management Analyst, Public Services Building, 276
Fourth Av, Chula Vista, CA 91910, ph: (619)585-5712, FAX: (619)409-5861, email:
b mcsevenev(ciki. chula -vista. ca. us.
Supplier: Diane Kipp, Account Manager, 13073 E. 166th St, Cerritos, CA 90703, ph: (562)
802-3673, FAX: (562) 803-3913, email: dkipp(@anacomp.com.
13. Liquidated Damages Rate:
( ) S
( ) Other:
per day.
14. Statement of Economic Interests, Supplier Reporting Categories, per Conflict of Interest
Code:
(X ) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No. 1. Investments and sources of income .
( ) Category No.2. Interests in real property.
( ) Category No. 3. Investments, interest in real property and sources of income subject
to the regulatory, permit or licensing authority of the department.
( ) Category No.4. Investments in business entities and sources of income that engage in
land development, construction or the acquisition or sale of real property.
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( ) Category No.5. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment.
( ) Category No.6. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the designated employee's
department to provide services, supplies, materials, machinery or equipment.
( ) Category No.7. Business positions.
( ) List" Supplier Associates" interests in real property within 2 radial miles of Project
Property, if any:
15. ( ) Supplier is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
17. Bill Processing:
A. Supplier's Billing to be submitted for the following period oftime:
( ) Monthly
( ) Quarterly
(X) Other: Supplier shall include an invoice with each batch returned to the City. The
invoice shall include the source document box numbers and a list of quantities of each type
(record size. color. etc.) of document digitized or indexed.
B. Day of the Period for submission of Supplier's Billing:
( ) First ofthe Month
( ) 15th Day of each Month
( ) End of the Month
( X ) Other: with each batch returned to the Citv.
C. City's Account Number: various
18. Security for Performance
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
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(X)Retention. If this space is checked, then nom'ithstanding other provisions to the contrary
requiring the payment of compensation to the Supplier sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occurred:
(X) Retention Percentage: 100%
( ) Retention Amount: $
Retention Release Event:
( ) Completion of All Consultant Services
(X) Other: Approval of the audit for each batch returned to the City. to be completed
within 30 davs of receipt of batch
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ATTACHMENT 1
Location of Work and Security
Anacomp will process the various work requirements for the City of Chula Vista at our
Corporate Headquarters and Data Center located at 15378 Avenue of Science, San Diego, CA
92128 where core IT, Technical Services and Production teams are located.
The security and safety controls at the Headquarters facility consist of three major systems.
These systems and subsystems are:
a) ACCESS CONTROL with a proximity badge reader system;
b) INTRUSION DETECTION with the use of a digital video camera-monitoring-
recording-playback system throughout the building, infra-red motion detection
intrusion detection system in key areas, tamper monitors throughout key sensitive
inside and outside areas of the facility, and a burglar alarm system at key areas
throughout the facility;
c) FIRE SUPPRESSION SYSTEM with both a FM200 and overhead water sprinkler
system (including smoke detectors and sound alarms) in designated. areas throughout
the facility. And finally, in addition to the ADT Security Service 7/24/365 monitoring
of all these systems from their National Account Center, all key personnel at
Headquarters have the 7/24 use of a NEXTEL alert system.
In addition to the Headquarters overall building security, Anacomp has implemented multi-
layered and compartmented security measures within our San Diego conversion center to ensure
the safety and confidentiality of each and every piece of customer information. Anacomp is
compliant with the recognized international security standards ISO 17799 and we are committed
to continually maintain the integrity and availability of our customer's information and the
protection of our own company assets from harm.
Anacomp's Data Center ensures the security and confidentiality of our customer's information
through the following security measures:
· The Anacomp San Diego conversion center is a limited access area. All
operational premises are physically secure with electronic or keyless access at all
times. Visitors may enter only if escorted by Anacomp personnel.
· The Main Lobby Entrance contains Guard and Reception Stations, closed-circuit
television (CCTV) and Alarm Monitoring Stations.
· All Entrances have 7/24 Digital Recorded CCTY.
· Anacomp utilizes daily logs to reconcile with master counters on the hardware to
ensure only authorized work is processed and all work is recorded on the logs.
· All distribution functions are double-checked by shift supervisors to ensure proper
distribution.
· Janitors and other building support people are only allowed in the scan center
under personal escort by a Scan Center employee.
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· All trash is moved outside of the center by Scan personnel in order to eliminate
the accidental disposal of material by the janitorial staff
· Anacomp's San Diego conversion center is available to all auditors involved with
the City of Chula Vista for review and analysis of all security and confidentiality
procedures.
Each person within the Anacomp organization from our operations personnel to our corporate
executives are committed to continually maintain the confidentiality, integrity, and availability of
our customer's information and the protection of our own company assets from harm. The entire
Anacomp enterprise is consistently pressing forward to maintain this commitment.
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