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14-1118_WILSON TECH_Personal Services AgreementPERSONAL SERVICES AGREEMENT �1r��"I THIS AGREEMENT is made, entered into, and shall become effective this O day ofQPA (2014, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and WilsonTech (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Laserfiche, an electronic records management solution, a public portal through the City's website, migration of documents into Laserfiche solution (Application Xtender and DocServer); and, on-going licensing fees, technical support and maintenance of the solution; 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 the Consultant shall consist of those tasks as set forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. The Consultant's terms and conditions as set forth in Exhibit "B," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "B" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until June 30, 2015. The Consultant agrees to complete the implementation of the Laserfiche program no later than March 18, 2015. Section 3. Compensation. 3.1 Amount. Total compensation forthe services hereunder shall not exceed $44,944 for the term of the agreement and as set forth in Exhibit "A," attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit itemized invoices based on total services and products set forth in Exhibit "A." 3.3 Records of Expenses — expenses shall not be reimbursed. 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 Subcontractina 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 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. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra 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/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. 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 10. Copies of Work Product RESERVED 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. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 13. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to 3 the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. 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 an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 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 an amount not less than one million dollars per occurrence ($1,000,000.00). 13.3 Workers' 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 statutory amount 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 naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 13.5 Notice of Cancel I ation/Term i nation 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. 4 13.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 13.7 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. Section 14. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 15. 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: City Clerk To Consultant: Alex Wilson Wilson Tech 2440 E. 21 st St. Signal Hill, CA 90755 Section 16. 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. 5 Section 17. 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"). Section 18. 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. APPROVED AS TO FORM: &L2 Hans Van Ligien, City Attorney C4aren ZB APISTRANOB, City anager CONSULTAN " By: (/�� Alex Wilson, WilsonTech Proposal for San Juan Capistrano by WilsonTech in response to Request for Proposal for Electronic Records Management System EXHIBIT A Executive Summary WilsonTech is proposing the Laserfiche system as the foundation of an Electronic Records Management Solution for the City of San Juan Capistrano. The solution will be tailored to meet the City's specific needs by WilsonTech. We take a handmade approach to deliver a precisely tailored solution. We are proposing Laserfiche for the following reasons: • Ease of Use: If a system is difficult to use, employees will find ways to avoid using the system whenever possible, and often simply refuse to use it. Ease of use has been built into Laserfiche since its start in the early 90's in City Clerk departments. Back then, cities often had little or no IT staff, and so software had to be very easy to use to be successful. Laserfiche's adoption rate among municipalities in 2014 is testament to that success. With installations in over half the municipalities in the country, there is no question that Laserfiche offers a simple, efficient user experience that is the industry leader. • Technological Capability: The Laserfiche Server is capable of supporting hundreds of millions of records and thousands of users, all while providing document access and searching that does not slow down as the system grows. Municipalities and other organizations worldwide have used it to automate everything from case management to accounts payable to employee hiring. Beyond that, Laserfiche features a full web interface, native support for both iQS and Android interfaces, forms capture and forms creation—all based on MS SQL or Oracle. The system is a complete suite of ECM tools built on the industry leading technology foundations. • Affordability: The core system includes all the capture, storage, retrieval and automation components that are necessary. There aren't hidden costs down the road in terms of capacity, usage, and functionality. Additional components for specific cases are affordably priced and are one-time costs. As with the core system, you won't have to purchase additional licensing simply to say, grant access to the public to a new type of document, or to create a new form for the public to fill out online. While Laserfiche is the clear choice in terms of usability, technical superiority and value, it's the dedication to providing a hand crafted experience that sets WilsonTech apart. We have developed our approach providing services to municipalities such as the cities of Santa Ana, Riverside and Anaheim as well as large organizations such as the Harbor Regional Center and the California Insurance Guarantee. The combination of experience, technical mastery and obsessive dedication to usability and user adoption rates will ensure the near and long term success of this important project. Electronic Records Management Solution Proposal Page 2 Key Elements of the Proposed Solution: • laserfiche Public Portal This web -based component makes document access both by employees of the city as well as citizens Just like accessing a web page through Google, except only documents that are relevant are displayed, all without training them. This allows for scenarios such as the following: — A member of public clicks a link on a website, where they are prompted to provide either the number of an ordinance, or some text about what it's concerning, in a single text box. The appropriate ordinance is then displayed, and the citizen can save it as a PDF or print it. — A staff member in Human Resources clicks on a link in the Internal website only they have access to. The staff member types in an employee name and selects the desired document from a list and the document Is displayed. Alternatively, they can just enter the name, and the entire file for that employee Is brought up. — A realtor wants to look up a permit for a house her client is considering buying. Following a link on the City website, she enters the street number and name, and all the permits on file for that address are produced. These are just some examples of simple, web -based portals the City can create to grant specific, simple, and secure access to different types of documents stored in the system to citizens and employees alike without having to train them. • Laserfiche Forms This component is at the cutting edge of a modern electronic records management system. with it, the City can create web -based forms that can be used by both internal staff as well as the public. Scenarios such as these are then possible: — A prospective employee fills out an on-line application for a position the City has available. He is able to upload his resume, cover letter, and any other relevant documents simply by dragging and dropping those documents onto the form. The form is submitted to HR, where it is reviewed. An HR employee decides the candidate is qualified, so the application packet is automatically sent on to the department head for review. The department head can then decide whether or not to interview the employee, and HR is automatically informed of the decision. — An employee sends out a vacation request. A copy of the request Is automatically filed in the employee's file, and a notification is sent to the employee's supervisor. The supervisor makes a decision, that decision is recorded in the employee's file, and the employee is notified. Further, if the request is approved, the time is automatically deducted from the employee's accrued vacation time In NEOGOV. 3`SON ),,.C, Electronic Records Management Solution Proposal Page 3 0 v System Integration WisonTech has created integrations between manythird party systems and Laserfiche. This allows data to be shared between the different systems. This opens up a world of possibilities: — A user is in City View, and they select a parcel of land. Clicking a button, documents stored in Laserfiche related tothat parcel are displayed in a list. They can then clickthe deed, permit, plan, etc., and display the document. — A member of the City Clerk department is creating an agenda in Granicus. They upload a staff report for ane of the items In the agenda. This report Is automatically filed in Laserfiche along with the agenda for access and long term archival. Customized System Design WilsonTech has provided the professional services for many ECM implementations. What sets our implementation strategy apart from others is our insistence on understanding how the organization works in the ways that make it a unique organization, and then implementing the system to keep those work patterns front and center, and indeed enhance them: — The City Clerk wants to keep all agendas and reports organized by date and meeting. Public Works want to be able to see all the reports and items they have submitted to an agenda, regardless of meeting. We set up a structure that keeps the originals as the City Clerk wants them, and uses automation to create shortcuts to Public Works documents in a separate area of the repository such that the documents they care about are displayed the way they want. �`>ON TF2 ®C Electronic Records Management Solution Proposal Page 4 s' 9oyo .JO aca. About WilsonTech The founder of WilsonTech, Alex Wilson, has been in the document management business for over 14 years. For 12 of those he worked at Laserfiche. One of his roles was a member of and manager of the professional services team. There he learned the Ins and outs of implementing document management solutions that delivered value over the longterm. installation, training, consultation, system design, integration, conversion, and programming are all things he has extensive experience in from working with clients throughout the southern California region. Alex later went on to product management and then joined the executive team at Laserfiche. As a member of the executive team he worked with the CEO on many projects Including designing the transition to the Rio/Avante suite, creating a partner program for other companies to work with Laserfiche, and a certification program for people wanting to make their Laserfiche expertise official. It is through having experience from both sides of the house, the technical as well as the business that makes the approach WilsonTech brings unique. We are able to understand the big picture and we don't sacrifice overall value for short term success. Our business experience allows us to understand the organization and its requirements deeply. At the same time, our technical expertise makes usable to tightly fit the technical solution to the organization's requirements in away that maximizes value. This sets WilsonTech apart and makes working with us the best way to ensure the implementation of an electronic records management solution that not only succeeds, but exceeds expectations. Judy Wada, Chief Financial Officer of Harbor Regional Center, summed up our philosophy when she said that Wilson Tech... "...really knows document management, so they were able to provide us with a lot of guidance in setting up our system. WilsonTech quickly learned about my company—its mission, core functions, and organizational structure—and was able to give us a system that really works for us. Also, their ability to program with Laserfiche was critical In converting from our old document management system. We saw the improvements immediately and got a much more user- friendly system. We can't say enough about our new system l" S'OElectronic JOhl rt. C e Records Management Solution Proposal Page 5 1. p References City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Bruce Fructer, Project Manager 714-647-5408— bfruchter@santa-ana.ore City of Riverside 3900 Main St. Riverside, CA. 92501 Roz Vinson, Police Records & Information Manager 951-353-7605 — rvinson@riversideca.gov City of Anaheim 200 S. Anaheim Blvd, Anaheim, CA. 92805 Ronald Smith — Records Manager for Public Utilities 714-765-4158 — rsmith@anaheim.net City of Santa Monica 1685 Main St., Santa Monica, CA. 90401 David Yeskel — Systems Analyst 310-458-8483 — david.veskel@smgov.net City of Long Beach 333 W. Ocean Blvd Long Beach, CA. 90802 Larry Herrera — City Clerk 562-607-3366 Harbor Regional Center 21231 Hawthorne Blvd.,Torrance, C5. 90503 Judy Wada — Chief Financial Officer 310-543-0625 — Judy.Wada(@harborrc.org 3\3UN T�cS °O°f Electronic Records Management Solution Proposal Page 6 4°p�W �J Notes on and Acceptance of Proposal Requirements 2. Installation of software on City's server and appropriate user workstations WilsonTech will install all necessary software on the City's server and clients (as necessary), working with the City's IT staff to ensure that all internal protocols are followed. Because of the ease-of-use built into the system, installation generally takes no more than an hour or so on the server, and five to ten minutes on each client. 2. Provide applicable licensing fees Please see the final section, pricing for all licensing fees. 3. Provide minimum system needs The proposed component minimum requirements are as follows: a. Laserfiche Server: 2.8 GHz processor 4 GB Ram Windows Server 2008 R2 or later b. Laserfiche Public Portal: 2 GHz or faster processor 2 GB RAM Windows OS with IIS 7 or later c. Laserfiche Forms: 2 GHz processor 4 GB RAM Windows OS with IIS 7 or later d. Laserfiche SDK: 2 GHz processor 2 GB RAM Windows 7 or later 4. Provide capability to integrate with other programs WilsonTech has extensive experience in integrations between Laserfiche and third party applications. Integrations with Laserfiche are based on the Laserfiche SDK. A member of the WilsonTech staff wrote the Laserfiche Integrator certification. S. Provide a public portal through the City's website The Public Portal component, outlined above in the Key Elements of the Proposed System section, will provide the Public with zero -training access documents through the City's website. 6. Migration and indexing of the existing TIFF and PDF files into the new solution WilsonTech has extensive experience in bringing in documents and data from other systems. We are prepared to bring in the TIFF and PDF files from any existing solution, along with whatever additional data from those systems is needed in the new system. �`" tFC% Electronic Records Management Solution Proposal Page 7 C. y .9 O O�ORkOW r,1 Z Provide unlimited annual technical support via phone, e-mail and remote access WilsonTech, as part of the cost of ongoing support, provides unlimited technical support through phone and e-mail, and we have the capability to provide remote support as needed. 8. Provide on-site supportfor training, troubleshooting, technical support etc. WilsonTech prides Itself on being present at the customer's site in order to ensure the best possible implementation. We are based in Long Beach, and can provide on-site support as needed. 9. Provide hourlyrate for additional hours, Including travel time WilsonTech's professional service rate is $150 per hour, and there is no charge for travel time. We also provide fixed pricing for projects where we will not charge the City more than the quoted number of hours to perform a service, regardless of how long it may actually take. ON TFC 11 Electronic Records Management Solution Proposal Page 8 0 s�4Oa4aw Proposed System and Pricing Name Qty Unit Price Total Note Laserfiche Server for MS SQL Express 1 $1,500 $1,500 Laserfiche Named Userw/ Laserfiche Forms 20 $550 $11,000 Laserfiche Public Portal 1 $12,000 $12,000 Laserfiche Forms Portal Add -On* 1 $7,995 $7,995 System Configuration and Training (per hour) 19 $150 $2,850 System Migration 1 $2,500 $2,500 1 Sub -Total Support$7099 Tax Total $37,845 $0 $44,944 1. Migration to Laserfiche of the documents in the ApplicationXtender, CityView, and "Document Server" systems. 3`JON Tc, 9oOI °f Electronic Records Management Solution Proposal Page 9 Wilson Tech Terms & Conditions 1. The terms on this document constitute the entire agreement between the purchaser and the seller. No other representation, statements, or warranties not contained herein shall be relied upon by the buyer (or seller) unless made by mutually agreed upon written amendment to this agreement. This is a binding order, not subject to cancellation. 2. Payment terms are upon receipt of invoice unless otherwise specified. Late charges of 1.5% per month on the outstanding balance will be added if payments are not received within 30 days of the invoice date. The minimum late charge is $9.50. Late charges will not exceed the maximum permitted by law. Buyer agrees to pay seller a returned check charge of $25.00 per occurrence if any of buyer's checks are returned to seller unpaid. Upon default of any payment or any other aspect of this agreement, seller may, at its option, declare the entire outstanding balance immediately due and payable. 3. No goods may be returned without Wilson Tech's written consent. Under no circumstances are professional services that have been performed refundable. EXHIBIT B