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22-0621_ACCELERATED IMAGING, INC._Agenda Report_E15City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Joel Rojas, Development Services Director PREPARED BY: Ayako Rauterkus, Senior Management Analyst DATE: June 21, 2022 SUBJECT: Amendment No. 3 to an Existing Personal Services Agreement with Accelerated Imaging, Inc. for Services Related to Imaging/Scanning City Records and Appropriation of Funds RECOMMENDATION: 1.Approve and authorize the City Manager to execute Amendment No. 3 to the Personal Services Agreement with Accelerated Imaging, Inc. for imaging/scanning services related to City records, thereby extending the term of the Agreement to June 30, 2023, and revising the compensation limit of the Agreement to reflect the approved budget amount for imaging/scanning services; and, 2.Increase the Development Services department Fiscal Year 2022-23 budget amount for imaging/scanning from $28,000 to $78,000. DISCUSSION/ANALYSIS: In 2005, the City entered into a Personal Services Agreement (“Agreement”) with Accelerated Imaging, Inc. (AI) for record scanning services for the City’s building, planning and engineering records (Attachment 1). After a few years, the Agreement lapsed as the City stopped utilizing AI’s services. In 2011, the City and AI entered into a new Agreement for scanning services (Attachment 2). The 2011 Agreement was extended twice, in 2018 and 2021 (Attachments 3 and 4). The current Agreement is set to expire on June 30, 2022. City staff utilizes AI to scan hard copy plans and applications so that paper records can be converted to electronic records. AI has maintained reasonable prices for its scanning services and has provided the City with a proprietary software (“DocServer”) which allows City staff and members of the general public to access scanned documents at City Hall’s One Stop Shop. Although most permit applications and plans are now submitted in an 6/21/2022 E15 City Council Agenda Report June 21, 2022 Page 2 of 3 electronic format, some hard-copy plans are still submitted which need to be converted to an electronic format. In addition, there remains a significant amount of older planning documents that need to be converted to an electronic format. Given the ongoing need for scanning services, particularly in advance of the anticipated construction of a new City Hall, staff would like to continue using AI for its scanning needs. As a result, staff is recommending that the City Council approve and authorize the City Manager to execute Amendment No. 3 to the Agreement with AI for imaging/scanning services, thereby extending the term of the Agreement to June 30, 2023, and revising the compensation limit of the Agreement to reflect the approved budget for imaging/scanning services (Attachment 5). FISCAL IMPACT: The Development Services department’s imaging/scanning budget for Fiscal Year 2022- 23 is $28,000. Staff anticipates the need for additional funding given the large number of documents that are anticipated to be digitized in advance of a potential move to a temporary City Hall. To address this need, staff is recommending a $50,000 increase in the department’s imaging/scanning budget. Proposed Amendment No. 3 would revise the compensation limit of the Agreement to reflect the department’s budget amount. ENVIRONMENTAL IMPACT: In accordance with the California Environmental Quality Act (CEQA), the recommended action is exempt from CEQA per Section 15061(b)(3), the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Approving an amended Agreement with AI for imaging/scanning services would not be an activity with potential to cause significant effect on the environment, and therefore is exempt from CEQA. PRIOR CITY COUNCIL REVIEW: On September 20, 2005, the City Council approved the original Agreement with AI for imaging/scanning services. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Accelerated Imaging, Inc. City Council Agenda Report June 21, 2022 Page 3 of 3 ATTACHMENT(S): Attachment 1 – 2005 Agreement with AI Attachment 2 – 2011 Agreement with AI Attachment 3 – Amendment No. 1 to the Agreement with AI Attachment 4 – Amendment No. 2 to the Agreement with AI Attachment 5 – Proposed Amendment No. 3 to the Agreement with AI PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 20 day of September 2005, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Accelerated Imaging (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to continue to image the Engineering and Building documents on CD -Rom; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. The services provided under this agreement shall begin upon execution of this agreement by all parties. This agreement shall be for a one-year (1 year) period of time with two (2) one-year (1 year) extensions. Agreement extensions shall be based on staff review of consultant's performance. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services forthis Project shall not exceed Sixty-eight thousand dollars ($ 68.000). SDATTACHMENT 1 3.2 Rate Schedule. The services shall be billed to the City at the rate set forth in Exhibit "C," attached and incorporated herein by reference. Included within the compensation are all the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for 0 0 the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and Construction Site. Not applicable Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 12. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 13. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 13.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: 500,000 property damage; 500,000 injury to one person/any one occurrence/not limited to contractual period; 1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 13.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in the following minimum amounts: 500,000 property damage; 500,000 injury to one person/any one occurrence/not limited to contractual period; 1,000,000 injury to more than one person/anyone occurrence/not limited to contractual period 0 0 0 13.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutoryamount as required by state law. 13.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liability policy. 13.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City=s General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 13.6 Notice of Can ceIlation/TermMation of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 13.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13.8 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. 0 0 Section 14. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other parry does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services To Consultant: Accelerated Imaging 103 North Pointe Lake Forest, CA 92630 Attention: Jordan Anast Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). 0 0 Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: ATTEST: R. Monahan, City Clerk AS TO FORM: John PJ Shaw, City Attorney CITY OF SAN JUAN CAPISTRANO By: WYA HART, MAYOR CONSULTANT A -- 7 EXHIBIT A . SPECIFICATIONS AND SCOPE In an effort to automate the paper-based conversion, the City suggests the following broad-based document imaging and information management solution: Capture Images Captured images via scanner, (Minimum of 200 d.p.i.) All dual -sided document results in two images Perform complete image processing to include: Despeckle Deshade Deskew Black border removal Character enhancement W Perform Image Quality Assurance Replace any unsatisfactory or substandard images Ensure proper image rotation Indexing — Data is to be placed into an Access 7.0 database for importing Street Number - Alpha/Numeric Street Address - Alpha Unit Number - Alpha/Numeric Lot Number - Alpha/Numeric Tract Number - Alpha/Numeric Document Type - Alpha CD Boolean Perform database verification and validation on captured data Image Storage Index data stored directly into back -end relational database and imported in the City of San Juan Capistrano's imaging program using an Microsoft Access 7.0 database A master and duplicate copy of all images is to be produced onto CD format.. EXHIBIT A Scanning services assumes that the Document Imaging and Information Management System has already been integrated and installed Billing will be on actual numbers, all prices are to be bid on a "Turn -Key" price, one fixed price per image, to include the following Qty Description Unit Price Extended Set-up Costs Document Preparation Scanlima a Processing Double Sided Count as 2 Inde xin —Per Above Specifications QA — good Commercial Standards Release Images into Database Facsimile of any requested document Master CD-ROM Duplicate CD-ROM Back-up CD-ROM for Disaster Recovery Pick -Up and Delivery Total Cost Per Image for up to 8.5' x 14" 075 Total Cost Per Image for "A — B" Size Mas 99 Total Microfiche Conversion 10 ATTACHMENT 2 AMENDMENT NO. 1 TO THE PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ACCELERATED IMAGING,INC. 1. Parties and Date. This Amendment No. 1 to the PERS NAL SERVICES AGREEMENT is made and entered into as of this l day of 2018, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Accelerated Imaging, Inc., a California Corporation with its principal place of business at 21084 Bake Parkway, Suite 108, Lake Forest, CA 92630 (Consultant). City and Consultant are sometimes individually referred to as"Party" and collectively as "Parties." 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled PERSONAL SERVICES AGREEMENT" dated July 1, 2011 ("Agreement") for the purpose of retaining the services of consultant to provide imaging/scanning the Building and Planning documents on CD-ROM and store data directly into back-end relational database and imported in the City's program, "Doc Server." 2. 2 Amendment Purpose. 2.2.1 Term. The City and Consultant desire to amend the Agreement to revise the term of the Agreement. Section 2 (Term) of the Agreement provides: "This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days' notice of termination." The City and Consultant desire to amend Section 2 to set a timeframe in which the services are to be completed. 2. 2.2 Compensation. The City and Consultant also desire to amend the Agreement to revise compensation of the Agreement. Subsection 3.1 (Amount) of Section 3 Compensation) provides: "The compensation for the services hereunder shall not exceed the amount of the purchase order issued for each fiscal year for the service and the budget approved by the City Council. The service shall be billed to the City at the rate set forth in Exhibit `B', attached and incorporated herein by reference." The City and consultant desire Page 1 of 3 ATTACHMENT 3 to amend Subsection 3.1 to a"not to exceed" amount of$45,000. 3. Terms. 3.1 Term Amendment. Section 2 (Term) of the Agreement are hereby amended in its entirety to read as follows: Section 2. Term. Consultant shall perform its services in a prompt and timely manner. Consultant shall complete the services required hereunder by June 30, 2021, unless earlier terminated herein as provided. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for not more than two additional one-year terms. The Notice to Proceed shall set forth the date of commencement of work. 3.2 Compensation Amendment. Subsection 3.1 (Amount) of Section 3 (Compensation) of the Agreement are hereby amended in its entirety to read as follows: 3.1 Amount. Total compensation for the services here under shall not exceed $45,000. The service shall be billed to the City at the rate set forth in Exhibit "B," attached and incorporated herein by reference. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term "Agreement"appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Signatures on Next Pagel Page 2 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ACCELERATED IMAGING, INC. CITY OF SAN JUAN CAPISTRANO ACCELERAETD IMAGING, INC. Approved By: nj m' iege Signature City Manager Spot Ft, Mt(s hi NO 2-13- Name Date +a `' - Attested .Title fcv 1-1.51r e Mia. Morris, City Clerk Date Approved As To Form: 11 ;3 City Atto ey Page 3 of ATTACHMENT 4 6/17/2021 61147.00310\40101429.1 Page 1 of 3 AMENDMENT NO. 3 TO THE PERSONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND ACCELERATED IMAGING, INC. 1. Parties and Date. This Amendment No. 3 to the PERSONAL SERVICES AGREEMENT is made and entered into as of this 21st day of June, 2022, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 (“City”) and Accelerated Imaging, Inc., a California Corporation with its principal place of business at 21084 Bake Parkway, Suite 108, Lake Forest, CA 92630 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled “PERSONAL SERVICES AGREEMENT” dated July 1, 2011 (“Agreement”) for the purpose of retaining the services of Consultant to image/scan Building and Planning documents onto CD-ROMs and store data directly in a back-end relational database and import such data into the City’s program, “Doc Server.” 2.2 Amendment No. 1. On December 13, 2018, the City and Consultant entered into Amendment No. 1 to the Agreement (“Amendment No. 1”) to revise the term and compensation amount of the Agreement. 2.3 Amendment No. 2. On June 18, 2021, the City and Consultant entered into Amendment No. 2 to the Agreement (“Amendment No. 2”) to revise the term the Agreement. 2.4 Amendment No. 3. The City and Consultant now desire to amend the Agreement to extend the term and increase the not-to-exceed amount of the Agreement. 2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 2 of the Agreement. ATTACHMENT 5 61147.00310\40101429.1 Page 2 of 3 3. Terms. 3.1 Amendment. Section 2 (Term) of the Agreement is hereby amended in its entirety to read as follows: Section 2. Term. Consultant shall perform its services in a prompt and timely manner. Consultant shall complete the services required hereunder by June 30, 2023, unless earlier terminated herein as provided. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for not more than one (1) additional one-year term. The Notice to Proceed shall set forth the date of commencement of work. 3.2 Compensation Amendment. Subsection 3.1 (Amount) of Section 3 (Compensation) of the Agreement is hereby amended in its entirety to read as follows: 3.1 Amount. Total compensation for the services here under shall not exceed the approved operational budget amount for the imaging services. The service shall be billed to the City at the rate set forth in Exhibit “B,” attached and incorporated herein by reference. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 3. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 3.5 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Page]