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
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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
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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
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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.
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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").
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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 --
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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.
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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.
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