REQUEST FOR PROPOSALS CITY OF BELLFLOWER DOCUMENT CONVERSION AND SCANNING SERVICES

Transcription

1 REQUEST FOR PROPOSALS CITY OF BELLFLOWER DOCUMENT CONVERSION AND SCANNING SERVICES September 28, 2016

2 NOTICE OF REQUEST FOR PROPOSALS FOR DOCUMENT CONVERSION AND SCANNING SERVICES NOTICE IS HEREBY GIVEN that the (City) will receive proposals for Document Conversion and Scanning Services. Proposals will be received at the City Hall Reception Desk, Civic Center Drive, Bellflower, California, until 4:00 p.m. on Friday, October 28, All proposals must be clearly marked, PROPOSAL FOR DOCUMENT CONVERSION AND SCANNING SERVICES, and will be delivered during the business hours of 8:00 a.m. to 5:30 p.m., Monday through Thursday, Friday s 8:00 a.m. to 4:30 p.m., except holidays and those Fridays on which City Hall is closed, to the City Hall Reception Desk. POSTMARKS WILL NOT BE ACCEPTED. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. Facsimiles will not be accepted. The City may extend the deadline at its option. Submit three (3) copies of your Proposal. It should be understood that the final annual costs will be negotiated with the City. As part of the Cost Proposal, please provide a breakdown of the unit costs and reimbursables. All submitted proposals will be reviewed and analyzed by City staff and the proposals which best meet the City s needs will be selected for further analysis and negotiation. The City reserves the right, in its sole discretion during the selection process, to reject any or all proposals or any portion without exception or explanation. Parties interested in obtaining a Request for Proposals (RFP) Package (at no cost) should contact the: Planning Department Civic Center Drive Bellflower, CA (562) , extension A copy of the RFP can also be downloaded from the City s website at: For questions regarding this RFP you may contact Justin Tamayo, Assistant Planner, at , extension 2238 or jtamayo@bellflower.org. MANDATORY PRE-PROPOSAL MEETING There will be a mandatory pre-proposal meeting to demonstrate the quality and quantity of documents to be scanned on Monday, October 10, 2016 at 3:00 p.m. at Bellflower City Hall, Civic Center Drive, Bellflower, CA Attendance is mandatory for parties wishing to submit a proposal as the Service Provider. SUBMITTAL DEADLINE TO BE CONSIDERED, PROPOSAL MUST BE SUBMITTED NO LATER THAN Friday, October 28, 2016, at 4:00 p.m. at the City Hall Reception Desk, Civic Center Drive, Bellflower, California, Postmarks will not be accepted. Failure of, or disturbances in any mail service is not a legitimate reason for proposals submitted after the above due date. Electronic mail or facsimiles will not be accepted. The City may extend the deadline at its option Page 1 of 19

3 Notice of RFP for Document Conversion and Scanning Services Page 2 of BACKGROUND The is seeking proposals from qualified Service Providers to provide document conversion and scanning services of various files in our jurisdiction for use in Laserfiche 8.3, or newer document imaging system. These files include documents (varying in size, format, and paper), correspondence, forms, photographs, drawings, diagrams, charts, graphs, blueprints, material boards, and plans. The City may award the Agreement(s) based upon the best interests of the City, notwithstanding price. 2.0 SCOPE OF SERVICES. The wishes to receive proposals from qualified Service Providers who must be capable of providing the following services: 1) Receiving documents from City Hall, Civic Center Drive, Bellflower, CA and performing all scanning services off-site. 2) All documents taken off-site must be stored in a safe and secure location. They must be kept in an environmentally controlled setting, in which weather, fire, or other potential risks will be avoided. 3) All documents will be scanned on a one-to-one scale in color, grayscale, or black and white depending on the need. 4) Using Laserfiche 8.3 as the platform, the Service Provider must create a searchable database and burn them to DVD with built-in search software based on various indexing methods: a. Mandatory indexing fields shall include: i. Street addresses; ii. Assessor s Parcel Number (APN) b. Labels must be provided on the front of each packet with the aforementioned indexing fields; c. The aforementioned fields shall be OCR d (Optical Character Recognition) by the Service Provider. 5) The Service Provider shall be responsible for preparing the documents for scanning, which will include the disassembling (un-stapling), scanning, and reassembling (re-stapling) of all documents in the manner and order in which they were received. 6) The Service Provider must ensure next working day delivery of any document(s) that is out for scanning services and is/are needed by the City. 7) One-hundred percent (100%) quality control is required on all documents. The City will be provided with a quality control scheme that will be implemented in a preparation area, scanning, and post scanning in order to ensure accuracy, completeness and readability. 8) Upon completion of the contents of each scan, the Service Provider is required to deliver the DVD and files to City Hall and pick up the contents of the next scan.

4 Notice of RFP for Document Conversion and Scanning Services Page 3 of 19 9) Service Providers should include a proposal for ongoing scanning of newly created records on a monthly or quarterly basis. a. Typically the City generates approximately 35 blue prints and poster/material boards, and 80 documents per month. 10) In the event of unsatisfactory work or errors, the Service Provider shall re-scan all necessary documents at no additional cost. 11) The Service Provider shall provide all labor, equipment, tools, fuel, materials, insurance, bonds, supervision, and all other items needed to deliver exceptional document conversion and scanning services that will be acceptable to the City s standards. 3.0 LATE SUBMITTALS It is the Service Provider s sole responsibility to ensure proposals are received at the City Hall Receptionist s Desk prior to the scheduled closing time specified in this RFP. Submittals will not be accepted after the deadline. Postmarks will not be accepted. Failure of, or disturbances in any mail service is not a legitimate reason for Statements of Proposals to be submitted after the above due date. s and facsimiles will not be accepted. 4.0 PROPOSAL FORMAT The proposal should be submitted in the following format: Section 1: Section 2: Section 3: Section 4: Section 5: Describe your firm, including how long your company has been in business; your area of specialization; number of employees; prior experience performing similar services; current workload; location of site where scanning is to take place; etc. Describe your firm s or employees experience working for or with municipal governments, including date of the first document conversion you performed, approximately how many paper documents your firm has digitized, and a list of ten (10) current conversion clients, including names, points of contact, addresses and phone numbers of clients. Describe how you typically communicate with clients regarding your status. Please provide any report formats you currently use to keep clients informed about the status of responsible duties. Provide the names and professional backgrounds of the individuals who will be providing the actual services to the City. Include their prior experience providing maintenance services to municipalities and/or their previous experience working with municipalities. Provide separate bid amounts for the total cost to perform the City s Document Conversion and Scanning Services as requested herein and another bid for future maintenance services. This shall be the total amount payable to the Contractor by the City. This must be a set monthly retainer to complete all regular maintenance duties. Amount will be paid monthly.

5 Notice of RFP for Document Conversion and Scanning Services Page 4 of 19 If activity levels exceed those described, the Contractor may be entitled to additional compensation on a pro-rated basis. Hourly rates for such work shall be included. Section 6: Provide any additional information you believe will be helpful to assist in the review of your proposal. Include any attachments, exhibits, or reports which you feel will help us to gain an understanding of your firm s ability to provide this service to the. 5.0 SAMPLE SCANS If selected, those service providers that are deemed qualified from reviewed proposals will be required to submit a sample scan of similar building packets. Utilizing Laserfiche Version 8.3 as the platform, all samples will be scanned on the machines that will be used for the completion of the contract. The City will then use these samples in the selection process. 5.3 EVALUATION OF SUBMITTALS The City will evaluate submittals with the intent of selecting the most qualified Contractor. Evaluation criteria include but are not limited to the following: Evaluation Factor % Weight 1. Cost/Value Sample Scans Compliance with RFP requirements (Scope of Services, Proposal Format, etc.) Meaningful experience providing Document Conversion and Scanning Services 5 5. Past record with municipal and/or other government agency agreements 5 6. Review and evaluation of equipment and facilities 5 7. Personnel proposed to work on the project and the qualification of those individuals; reference checks, verification of certification, if applicable, and ability to satisfy insurance requirements 5 8. Responsiveness and thoroughness of proposal 5 9. Level of care and support provided to internal and external customers 5 Any other factors determined by the City to be relevant to the performance of these services 5 Total 100 Note: The apparent most qualified Proposer may be selected to be interviewed by City Representatives. The City reserves the right to interview as many or few proposers as deemed appropriate by the City. The City also reserves the right to make its selection without conducting interviews. After evaluation of the proposals, negotiation for the price of the agreement will commence with the top ranked proposer based on the submitted cost proposals. If agreement cannot be reached, negotiations may be initiated with the next ranked proposer. 5.2 REJECTION OF PROPOSALS The City reserves the right to reject all proposals received in response to this RFP and to waive any informality in any proposal if it is determined to be in the best interest of the City to do so.

6 Notice of RFP for Document Conversion and Scanning Services Page 5 of PROPOSAL VALIDITY PERIOD Submission of a proposal will signify the Proposer s agreement that the proposal, and contents thereof, are valid for at least ninety (90) days following the submission of the Proposal and will become part of the agreement that is negotiated with the successful Service Provider. 5.4 SUBSTITUTION OF PERSONNEL If one or more of the key personnel represented in the proposal becomes unavailable during the course of the programs, then the Contractor may substitute other personnel of at least equal competence upon written approval of the City. In the event that the City and Contractor cannot agree as to the substitution of key personnel, the City will be entitled to terminate the Agreement for Services with the Contractor. 5.5 DOCUMENTS TO BE CONSTRUED TOGETHER The RFP and all documents incorporated by reference in an agreement entered into between the Contractor and the City, and all modifications of said documents, will be construed together as one document. 5.6 MINIMUM INSURANCE REQUIREMENTS The Service Provider will maintain at a minimum, the insurance requirements specified in Exhibit C. 5.7 EXTRA WORK The City will have the right to make alterations, eliminations, and additions to the work. Exercise of such right will in no way void the agreement. The City and the Contractor will agree upon the value of such extra work or deleted work prior to proceeding with the said extra work. 5.8 SELECTION SCHEDULE Request for proposals released: September 28, 2016 Mandatory Pre-Proposal Meeting: October 10, 2016 Distribution of sample packets October 10, 2016 Last day to submit questions (4:00 PM): October 14, 2016 Sample scan final submission date (4:00 PM): October 28, 2016 Proposals due and received (4:00 PM): October 28, 2016 Review Period October 31 November 10, 2016 Interviews November 7 November 10, 2016 Agreement November 14 17, 2016 City Council Approval December 12, 2016 The selection schedule is tentative and subject to change at the City s discretion.

7 Notice of RFP for Document Conversion and Scanning Services Page 6 of SUBMITTALS Three (3) copies of the proposal must be received by the date and time specified above in this RFP. Hand deliver, express, or mail proposals only to: Planning Department Attn: Justin Tamayo Civic Center Drive Bellflower, CA DOCUMENTS TO BE RETURNED WITH PROPOSAL Failure to completely execute and submit the required documents before the Submittal Deadline may render a proposal non-responsive. The documents that must be returned by the Submittal Deadline are: Complete and detailed RFP Proposal with Authorized Representative Signature, References, Non-Collusion Affidavit, detailed Cost Schedule and Product Information. 6.1 QUESTIONS AND COMMENTS Questions and comments regarding this RFP must be submitted in writing, either by mail or in person, no later than fourteen days (14) days before the Submittal Deadline. The questioner s company name, address, phone number and contact person must be included with the questions or comments. Answers, if any, made by the City will be sent in writing to all known proposers and posted on the City website. 6.2 EXPERIENCE AND COMPETANCY The successful Proposal shall be skilled and regularly engaged in the general class or type of work called for under the contract. The Successful Proposer shall also have no less than three (3) years experience in the magnitude and character of the work proposal. Each Proposer shall set forth his/her experience on a form entitled Proposer s Experience and submit it with his/her proposal. It is the intention of the City to award a contract to a proposer who furnishes satisfactory evidence that he/she has the requisite experience, ability sufficient capital, and facilities to enable him/her to prosecute the work successfully and properly, and to complete it within the time specified in the contract. To determine the degree of responsibility to be credited to the Proposer, the City will weigh any evidence that the Proposer has performed satisfactorily other contracts of like nature, magnitude, and comparable difficulty and comparable rate of progress. In selecting the lowest responsive and responsible Proposer, consideration will be given not only to the financial standing but also to the general competency of the Proposer for the performance of the work specified in the contract documents. 6.3 EXECUTION OF CONTRACT Time is of the essence of this contract. The successful Service Provider shall execute the contract, including but not limited to signing all necessary documents and submitting all required evidences of insurance, within ten (10) days after personal delivery of the notice to proceed or within fifteen (15) days after such notice has been deposited in the United States mail. One copy of the contract will be returned to the Contractor after the City executes the contract.

8 Notice of RFP for Document Conversion and Scanning Services Page 7 of 19 In case of failure of the Contractor to execute and return the contract and all required documents within the time allowed, the City may, at its option, consider that the Proposer has abandoned the contract. 6.4 PROPOSAL WITHDRAWAL Proposers authorized representatives may withdraw proposal only by written request received before the submittal deadline. 7.0 MISCELLANEOUS PROVISIONS The following meanings are attached to the following defined works when used in these specifications and the agreement. The word City means the, California. The words Consultant, Bidder, Contractor, Firm, Proposer, Service Provider, Proponent, means the person, firm or corporation submitting a proposal to provide Document Conversion and Scanning Services. This is not a solicitation of bids. The City reserves the right, for any reason, to accept or reject any or all of the proposals, to negotiate the terms and specification for the project, to modify any part of the RFP, or to issue a new RFP. The City assumes no responsibility or liability for the accuracy of any information set forth in reports, or other document materials provided for the proponent s use in developing their proposal. Proponents assume all liability in the use of such information in developing their proposals. The City assumes no responsibility or liability for costs incurred by the proponent in the preparation of a proposal and response to this RFP. Materials submitted in connection with this RFP are for the exclusive use of the City, but are subject to disclosure under the provisions of the California Public Records Act, Government Code Sections 6250 et seq. Proposers are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting proposals. Failure to do so will be at the proposers own risk and they cannot secure relief on the plea of error. All information, prices, notations, signatures and corrections must be in ink or type written. Mistakes may be crossed out and the corrections typed or printed adjacent to the mistake and initialed in ink by the person signing the proposal. If any person is in doubt as to the true meaning of any part of the specifications or other contract documents, or finds discrepancies or omissions in the specifications, he/she may submit to the City a written request of an interpretation or correction. Request for interpretation shall be made in writing and delivered to the City at least fourteen (14) days before the Submittal Deadline. The requesting party is responsible for prompt delivery of any requests. When the City considers interpretation necessary, interpretations will be in the form of an addendum to the contract documents, and when issued, will be sent as promptly as is practical to all parties recorded by the City as having received contract documents. All such addenda shall become part of the contract. Oral and other interpretations or clarifications shall be without legal or contractual effect. It is the responsibility of each proposer to ensure the City has their correct business name and address on file. Any prospective proposer who obtained a set of contract documents for anyone other than the City is responsible for advising the City that they have a set of contract documents and which to receive subsequent Addenda.

9 Notice of RFP for Document Conversion and Scanning Services Page 8 of 19 Any changes to the RFP requirements will be made by addenda. All addenda shall be signed by bidders and attached to the proposal. Failure to attach any addenda may render the proposal nonresponsive and cause it to be eliminated from consideration. Bidders must be bonded and must disclose the coverage and amounts for which they are bonded. While many paper records are in good condition, proposers may NOT assume this to be the case for all such records. Many are old, yellowed, creased, faded, and/or otherwise damaged paper. Documents include both standard sized and irregular sized items up to E-size (34 by 44inches). Documents are printed on standards paper (16 or 20 pound stock), Mylar, onionskin, card stock, poster boards, or vellum and include original, facsimile, thermal, carbonless, and carbon copies. They must be grouped by project as directed by the City. The City may require the selected bidder(s) to participate in negotiations and to submit such prices, technical or other revisions of their proposals as may result from negotiations. Bidder(s) selected for an interview may be asked to submit best and final cost proposals as a final step in the selection process. The City reserves the right to negotiate a service agreement with two or more bidders to provide the service jointly for the agreement period. Attachments: Exhibit A: Scope of work Exhibit B: Sample Service Agreement Exhibit C: Insurance Requirements Exhibit D: Non-Collusion Affidavit

10 Notice of RFP for Document Conversion and Scanning Services Exhibit A Page 9 of 19 Exhibit A SCOPE OF WORK The term of this agreement shall continue in full force and effect until terminated by either party or three (3) years from the effective date of the approved service agreement. 1) Receiving documents from City Hall, Civic Center Drive, Bellflower, CA and performing all scanning services off-site. 2) All documents taken off-site must be stored in a safe and secure location. They must be kept in an environmentally controlled setting, in which weather, fire, or other potential risks will be avoided. 3) All documents will be scanned on a one-to-one scale in color, grayscale, or black and white depending on the need. 4) Using Laserfiche 8.3 as the platform, the Service Provider must create a searchable database and burn them to DVD with built-in search software based on various indexing methods: a. Mandatory indexing fields shall include: i. Street addresses; ii. Assessor s Parcel Number (APN) b. Labels must be provided on the front of each packet with the aforementioned indexing fields; c. The aforementioned fields shall be OCR d (Optical Character Recognition) by the Service Provider. 5) The Service Provider shall be responsible for preparing the documents for scanning, which will include the disassembling (un-stapling), scanning, and reassembling (re-stapling) of all documents in the manner and order in which they were received. 6) The Service Provider must ensure next working day delivery of any document(s) that is out for scanning services and is/are needed by the City. 7) One-hundred percent (100%) quality control is required on all documents. The City will be provided with a quality control scheme that will be implemented in a preparation area, scanning, and post scanning in order to ensure accuracy, completeness and readability. 8) Upon completion of the contents of each scan, the Service Provider is required to deliver the DVD and files to City Hall and pick up the contents of the next scan. 9) Service Providers should include a proposal for ongoing scanning of newly created records on a monthly or quarterly basis. a. Typically the City generates 35 blue prints and poster/material boards, and 80 documents per month.

11 Notice of RFP for Document Conversion and Scanning Services Exhibit A Page 10 of 19 10) In the event of unsatisfactory work or errors, the Service Provider shall re-scan all necessary documents at no additional cost. 11) The Service Provider shall provide all labor, equipment, tools, fuel, materials, insurance, bonds, supervision, and all other items needed to deliver exceptional document conversion and scanning services that will be acceptable to the City s standards.

12 Notice of RFP for Document Conversion and Scanning Services Exhibit B Page 11 of 19 EXHIBIT B SAMPLE SERVICE AGREEMENT AGREEMENT FILE NO. XXXX SERVICES AGREEMENT BETWEEN THE CITY OF BELLFLOWER AND SERVICE PROVIDER FOR DOCUMENT CONVERSION AND SCANNING SERVICES Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the. Only those items checked-off are MANDATORY; however, if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as additional insureds under said insurance coverage and to state that such insurance will be deemed primary such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an occurrence, not a claims made, basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury, and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence. Auto Liability, including owned, non-owned and hired vehicles with at least: $1,000,000 per occurrence. $100,000 - $300,000 per occurrence. As required by State Statues. A copy of your current policy must be submitted naming yourself and your company. Workers Compensation Insurance: as required by State Statute. (Not needed if Selfemployed with no employees and CONTRACTOR signs statement to this effect.) Business License: The CONTRACTOR shall agree to have a current license on file at City Hall or purchase said license (at no cost to the City). Permits: Plans must be approved and permit(s) issued (no fee) by the Community, Economic and Development Services Department if appropriate. Call the Building (310) if you have questions. Copy of valid picture I.D. (Driver s license etc.) PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO COMMENCEMENT OF THE SERVICES.

13 Notice of RFP for Document Conversion and Scanning Services Exhibit B Page 12 of 19 Submitted by (complete all blanks): Company Name: By (print name & title): Company Street Address: Vendor's Authorized Signature Required: City, State, Zip: Date Signed: Phone: Fax: Vendor's Address: Vendor's Website: Originator/Department Contact: Date Initiated: Department Head Approval: Date Approved: Risk Manager/Purchasing Agent approval: Date Approved Cc: Business License; City Clerk, Purchasing Agent; Requesting Dept. name ATTACHMENTS: Exhibit A Scope of Work Exhibit B Payment Schedule Exhibit C Request for Proposals Exhibit D Proposal

14 Notice of RFP for Document Conversion and Scanning Services Exhibit B Page 13 of GENERALLY. The materials, supplies, or services (collectively, Purchase ) covered by this purchase order ( order ) must be furnished by Seller subject to all the terms and conditions contained in this order which Seller, in accepting this order, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Written acceptance or shipment of all or any portion of the Purchase covered by this order constitutes unqualified acceptance of all terms and conditions in this order. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specified the Purchase ordered, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this order. 2. INSPECTION. The Purchase furnished must be exactly as specified in this order, free from all defects in Seller s performance, design, workmanship, and materials, and, except as otherwise provided, is subject to inspection and test by City at all times and places. If, before final acceptance, any Purchase is found to be incomplete, or not as specified, City may reject it, require Seller to correct it without charge, or require delivery of such Purchase at a reduction in price that is equitable under the circumstances. If seller is unable or refuses to correct such items within a time deemed reasonable by City, City may terminate the order in whole or in part. Seller bears all risks as to rejected Purchases and, in addition to any costs for which Seller may become liable to City under other provisions of this order, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this order for unaccepted Purchases. Notwithstanding City s acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 3. CHANGES. City may make changes within the general scope of this order in drawings and specifications for specially manufactured supplies, place of delivery, method of shipment or packing of the order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this order, an equitable adjustment in the price or delivery or both must be made. No change by Seller is allowed without City s written approval. Any claim by Seller for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Seller of notification of such change unless City waives this condition in writing. Nothing in this section excuses Seller from proceeding with performance of the order as changed. 4. TERMINATION. City may terminate this order at any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Seller as full performance until such termination the unit or pro rata order price for the performed and accepted portion of the Purchase. City may provide written notice of termination for Seller s default if Seller refuses or fails to comply with this order. If Seller does not cure such failure within a reasonable time period, or fails to perform the Purchase within the time specified (or allowed by extension), Seller will be liable to City for any excess costs incurred by City. 5. TIME EXTENSION. City may extend the time for completion if, in City s sole determination, Seller was delayed because of causes beyond Seller s control and without Seller s fault or negligence. In the event delay was caused by City, Seller s sole remedy is limited to recovering money actually and necessarily expended by Seller because of the delay; there is no right to recover anticipated profit. 6. REMEDIES CUMULATIVE. City s rights and remedies under this order are not exclusive and are in addition to any rights and remedies provided by law. 7. TITLE. Title to materials and supplies purchased under this order pass directly from Seller to City upon City s written acceptance following an actual inspection and City s opportunity to reject.

15 Notice of RFP for Document Conversion and Scanning Services Exhibit B Page 14 of PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this order. Drafts will not be honored. 9. INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from and against any claim, action damages, costs (including, without limitation, attorney s fees), injuries, or liability, arising out of the Purchase or the order, or their performance, except for such loss or damage arising from City s sole negligence or willful misconduct. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Purchase or order, or their performance, Seller will defend City (at City s request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section City includes City s officers, elected officials, and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this order. The requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Seller pursuant to this order, including, without limitation, to the provisions concerning indemnification. 10. WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller gives to any customer for the same or substantially similar supplies or services, or such other more favorable warranties as is specified in this order. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. 11. ASSIGNMENT. City may assign this order. Except as to any payment due under this order, Seller may not assign or subcontract the order without City s written approval. Should City give consent, it will not relieve Seller from any obligations under this order and any transferee or subcontractor will be considered Seller s agent. 12. INSURANCE. Seller must provide the insurance indicated on the face sheet of this order. 13. PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 14. INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as an independent contractor and will have control of all work and the manner in which it is performed. Seller will be free to contract for similar service to be performed for other employers while under contract with City. Seller is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this order that may appear to give City the right to direct Seller as to the details of doing the work or to exercise a measure of control over the work means that Seller will follow the direction of the City as to end results of the work only. 15. WAIVER. City s review or acceptance of, or payment for, work product prepared by Seller under this order will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Seller s performance. A waiver by City of any breach of any term, covenant, or condition contained in this order will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this order, whether of the same or different character. 16. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.

16 Notice of RFP for Document Conversion and Scanning Services Exhibit C Page 15 of 19 EXHIBIT C INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this Section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross-liability for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 (One Million Dollars) per occurrence for all covered losses and general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 (One Million Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers' Compensation on a State-approved form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, all provide coverage at least as broad as specified for the underlying coverage. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury employees of Consultant, subcontractors or others involved in the work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1, 000,000 (One Million Dollars) per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect acts, errors or omissions of the Consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be no less than $1,000,000 (One Million Dollars) per claim and in the aggregate. The policy must "pay on behalf of' the insured and must.

17 Notice of RFP for Document Conversion and Scanning Services Exhibit C Page 16 of 19 include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Best s rating of A or better and a minimum financial size VII. Other carriers will be considered on a case-by-case basis at the sole discretion of the City. Other carriers to be considered must be submitted for review. City's acceptance of alternate carriers must be in writing. General conditions pertaining to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insured City, its officials, employees and agents, using standard ISO endorsement No. CG with an edition prior to Consultant also agrees to require all contractors, and subcontractors to do likewise. Other additional insured endorsement forms will be considered on a case-by-case basis at the sole discretion of the City. Other forms to be considered must be submitted for review. City's acceptance of forms other than CG must be in writing. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverage required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate socalled "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverage required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to the City Clerk at or prior to the

18 Notice of RFP for Document Conversion and Scanning Services Exhibit C Page 17 of 19 execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City's option. 8. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor'' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, architect, engineer or other entity or person in any way involved in the performance of work on the project contemplated by this Agreement to self-insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Contract or Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days' advance notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any insurance requirement in no way

19 Notice of RFP for Document Conversion and Scanning Services Exhibit C Page 18 of 19 imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents, face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted to the City Clerk prior to expiration. A certificate of insurance and additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of the coverage. 17. The provisions of any Workers' Compensation or similar act will not limit the obligations of Consultant under this Agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this Section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves that right to charge City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 22. Consultant agrees to provide immediate notice to City of any loss against Consultant arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right, but not the duty, to monitor the handling of such claim or claims if they are likely to involve City.

20 Notice of RFP for Document Conversion and Scanning Services Exhibit D Page 19 of 19 EXHIBIT D NON-COLLUSION AFFIDAVIT I certify that this proposal is made without prior understanding, arrangement, agreement, or connection with any corporation, firm, or persons submitting a proposal for the same materials, supplies, or equipment, and is in all respects fair and without collusion of fraud. I certify that I have not entered into any arrangement or agreement with any public officer. I understand collusive bidding is a violation of State and Federal Law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of this bid and certify that I am authorized to sign this proposal for the proposer. Signature of Authorized Representative Name of Authorized Representative Title of Authorized Representative