CONTRACT 5339 Service Agreement CLOSED Agreement No. 5339
SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
MATRIX IMAGING,INC.
FOR DOCUMENT CONVERSION AND SCANNING SERVICES
THIS SERVICES AGREEMENT ("Agreement") is made and entered into this 7 day of June,
2017, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ("CITY") and MATRIX IMAGING PRODUCTS, INC., a California corporation
("CONTRACTOR"). The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed in the
SCOPES OF SERVICES, Exhibits "A" and `B", attached;
B. As additional consideration, CONTRACTOR and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR an amount not
to exceed Twenty-Five Thousand Dollars per year. CITY will pay monthly
amounts promptly, but not later than forty-five (45) days after receiving
CONTRACTOR's invoice. Any amendments exceeding the total amount of this
Agreement($25,000)must be approved by CITY's city council.
2. TERM. The term of this Agreement will be from June 7, 2017 to September 31, 2017.
Unless otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibits "A" and`B";
B. Termination as stated in Section 8.
3. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONTRACTOR for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONTRACTOR's services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
4. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibits "A" and
«B»
B. CONTRACTOR agrees that all CITY documents taken off-site must be stored in
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Agreement No. 5339
a safe and secure location. In the event of termination of this Agreement, all
CITY documents that have not yet been scanned or converted must be returned to
the CITY immediately.
C. One hundred percent (100%) quality control is required on all documents. In the
event of unsatisfactory work or errors, the Service Provider must re-scan all
necessary documents at no additional costs.
D. CONTRACTOR will, in a workmanlike manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and facilities,
and all tests, testing and analyses, calculation, and all other means whatsoever,
except as herein otherwise expressly specified to be furnished by CITY, necessary
or proper to perform and complete the work and provide the professional services
required of CONTRACTOR by this Agreement.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
i. Thoroughly investigated and considered the scope of services to be
perfonned;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONTRACTOR warrants that
CONTRACTOR has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONTRACTOR discover any latent or unknown conditions that may
materially affect the performance of the services, CONTRACTOR will
immediately inform CITY of such fact and will not proceed except at
CONTRACTOR's own risk until written instructions are received from CITY.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONTRACTOR will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Tvrre of Insurance Limits (combined in Ue
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Agreement No. 5339
Commercial general liability: $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above 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 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 City will be excess thereto.
Such insurance will 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 City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92, including symbol 1 (Any Auto).
D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies
of policies as may be reasonably required by City from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the
insurer will provide thirty (30) day notice of any cancellation of coverage.
CONTRACTOR will 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,and to delete the word "endeavor" with regard
to any notice provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at CONTRACTOR's
expense and deduct the cost of such insurance from payments due to
CONTRACTOR under this Agreement or terminate.
7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 5 of this
Agreement; and
B. CITY gives CONTRACTOR a written Notice to Proceed.
C, Should CONTRACTOR begin work in advance of receiving written authorization
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Agreement No. 5339
to proceed, any such services are at CONTRACTOR's own risk.
8. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
B. CONTRACTOR may terminate this Agreement upon providing written notice to
CITY at least thirty(30) days before the effective termination date.
C. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
9. INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and against any
claim, action, damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its 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 this Agreement, or its performance, CONTRACTOR will
defend CITY (at CITY's request and with counsel satisfactory to CITY) and
will indemnify CITY for any judgment rendered against it or any sums paid
out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
10. INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONTRACTOR will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONTRACTOR 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 Agreement that
may appear to give CITY the right to direct CONTRACTOR as to the details of doing the work
or to exercise a measure of control over the work means that CONTRACTOR will follow the
direction of the CITY as to end results of the work only.
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Agreement No. 5339
11. NOTICES.
A. All notices given or required to be given pursuant to this Agreement will be in
writing and may be given by personal delivery or by mail. Notice sent by mail
will be addressed as follows:
To CITY: City of El Segundo
350 Main Street
El Segundo, CA 90245
Attn: Russell Toler, Contract Planning Technician
To CONTRACTOR: Matrix Imaging, Inc.
S Rancho Circle
Lake Forest, CA 92630
Attn: Jay Linhart
B. When addressed in accordance with this paragraph, notices will be deemed given
upon deposit in the United States mail, postage prepaid. In all other instances,
notices will be deemed given at the time of actual delivery.
C. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
12. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
13. CONSTRUCTION. The language of each part of this Agreement will be construed simply
and according to its fair meaning, and this Agreement will never be construed either for or
against either party.
14. SEVERABLE. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified,such portion and the balance of this Agreement will continue in full force and effect.
15. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
16. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a
waiver of any other provision, nor will such waiver constitute a continuing waiver.
17. 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.
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Agreement No. 5339
18. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written agreement.
CITY's city manager may execute any such amendment on behalf of CITY.
19. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by facsimile or electronic (.pdf) transmission. Such electronic or facsimile signature
will be treated in all respects as having the same effect as an original signature.
20. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between
any provision of this Agreement, its exhibits, the purchase order, or notice to proceed, the
provisions of this Agreement will govern and control.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,flood,
explosion, war, terrorist act, embargo, government action, civil or military authority, the natural
elements, or other similar causes beyond the Parties' control, then the Agreement will
immediately terminate without obligation of either party to the other.
23. ENTIRE AGREEMENT. This Agreement and its exhibit(s) constitute the sole agreement
between CONTRACTOR and CITY with regard to the Services. To the extent that there are
additional terms and conditions contained in Exhibits "A" and "B" that are not in conflict with
this Agreement, those terms are incorporated as if fully set forth above. There are no other
understandings,terms or other agreements expressed or implied,oral or written.
[SIGNATURES FOLLOW ON NEXT PAGE]
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Agreement No. 5339
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY E 1 'UN,
MATRIX IMAGfN( r-JNC-
--7
G;gr ent J, Linhart
it all
Cit an CEO
ATTEST:
1,FZ 7
Taxpayer ID No.
Tr, y, V er
C* Clerk Business License No. co
State License No. /� 7
APPROVED AS TO FORM:
L .1
for
Mark D. Hensley
City Attorney
Insurance Reviewed By:
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Exhibit "A" Agreement No. 5339
t 1x
IMAGING
Statement of or
Customer: City of El Segundo
Project Name: Microfiche Retrieval and Conversion
Project Manager: Ed Berkowitz
Date: 05-26-2017
Prepared By
Document Owner(s) Company/Organization Role
Ed Berkowitz Matrix Imaging Products. Inc./Project Manager
...............
Russell Toler City of El Segundo/Project Manager
Project Closure Report Version Control
version Date Author Change Description
1.0 O 01-09-2017 Ed Berkowitz Created document.
1.1 01-11-2017 Ed Berkowitz Added pricing
1.2 02-01-2017 Ed Berkowitz Updated Pricing
._._._._._._..�......................._.................
1.3 05-26-2017 Ed Berkowitz Updated pricing to show Final pricing for film and
paper.
Project Overview
Matrix understands that converting paper is priority#1. What we will do is pick-up and hold the Microfiche while
we convert the paper. If we convert all the paper for a yearly budget and there are funds left over, we will use
those funds to convert as much film as we can. In the meantime, if a request is needed from the microfilm we
will scan and upload that request to a secured FTP site where El Segundo can download and use the
requests.
Confidential Pagel 6/8/2017
r ement No. 5339
➢ The film will be stored in our secured Lake Forest Facility, transported by airix employees.
➢ Requests will be delivered in a format that is up-loadable into Laserfiche.
➢ Matrix guarantees a 1 hour turn-around on requests.
➢ Matrix will bill the requests at our standard conversion rate. There are no addition fees.
CONVERSION PROJECT DESCRIPTION
Estimated Volumes
DOCUMENT ESTIMATED#OF
DOCUMENT TYPE COUNT IMAGES,
DRAWINGS
Microfiche/Microfiche Jackets TBD TBD
Totals:
Project Details
➢ Conversion work will be done at the Lake Forest conversion center.
Document Preparation
➢ Matrix will count and create internal batches of 100-fiche. Then as we convert the fiche we can make sure the
scanned and processed count matches the physical count. The batch names and structure will not be part of
the deliverable unless requested.
Scanning
➢ All documents will be scanned in uncompressed grayscale at 300dpi.
➢ After processing and enhancing, documents will then be converted to Black and White for delivery,
QC
➢ Matrix Imaging will review all documents for image quality by a second operator.
➢ All images are checked to ensure that no data is lost during the conversion process.
➢ Matrix uses software called Quantum Process to enhance and review each image. We have the ability,
even after we deliver the images to you, to go back and further enhance an image if needed.
Indexing
➢ Matrix will index the fiche based on the information at the top of the fiche in the title bar area.
Confidential Page 2 _ 6/8/2017
Project Pricing (Paper and Film): Total Cost -$24,999.10 Agreement No. 5339
Microfiche Microfiche Paper plans Full-sized Indexing Other—Prep Total
16 mm 35 mm (up to 11 x 17) paper plans Labor
r....
Quantity asImages
, 8 76 1,950 25,000 2,500 fields I If Required
Images
I i
Cost(per $0.035 $0.051 $0.038 $0.68 $0.05 $18.00
Image)
Sales tax Electronic Electronic Electronic Electronic Electronic Electronic 8.75%
Delivery— Delivery— Delivery—No Delivery—No Delivery—No Delivery—No
No tax No tax tax tax tax tax
Cost $3,900 $3,900 $74.10 $17,000 $125 $24,999.10
(total)
Project Deliverables
1. Scanned images will be converted to PDF or tiff Images in a Laserfiche up-loadable format.
2. Completed requests will be uploaded to our Matrix secured FTP site.
3. Customer is responsible for reviewing the deliverable and communicating any issues to Matrix Imaging
within 30 days of receipt of the deliverable from Matrix Imaging.
4. All electronic data will remain on Matrix Imaging servers in two locations for 1 year after confirmation of
receipt of deliverable.
5. Matrix provides a 1 year image quality guarantee on fiche.
Terms and Conditions
1. Matrix Imaging will invoice against only those images that have been scanned and delivered.
2. Pricing is based off of signed contract or quotation/proposal.
3. Matrix Imaging reserves the right to change the quoted pricing as more information is provided on the project or if a
significant difference from the statement of work arises.
4. Matrix Imaging will invoice for the full amount of the project upon delivery of images.
5. Payment terms are Net 15.
...................................................................
Overall Project Priority:
❑High ❑Medium Flow
...........
Comments:
All work on this project will be performed according to the details defined in this document.
Approved By: Date:
Project Manager : Date:
Confidential Page 3 6/8/2017
Exhibit "B" Agreement No. 5339
masatrix
M M AG IN G
Statement of Work
Customer: City of El Segundo
Project Name: Large Format Conversion
Project Manager: Ed Berkowitz
Date: 05-26-2017
Prepared By
Document Owner(s) Company/Organization Role
Ed Berkowitz Matrix Imaging Products. Inc./Project Manager
Russell Toler City of El Segundo/Project Manager
Project Closure Report Version Control
Version Date Author Change Description
1.0 01-09-2017 Ed Berkowitz Created document.
11 05-26-2017 Ed Berkowitz Updated Pricing
............................... ww � ..................-w...
Project Overview
Matrix will convert Large Format drawings for City of El Segundo into importable PDF images.
➢ The paper will be stored in our secured Lake Forest Facility, transported by Matrix employees.
➢ Requests will be delivered in a format that is up-loadable into Laserfiche.
➢ Matrix guarantees a 1 hour turn-around on requests.
➢ Matrix will bill the requests at our standard conversion rate. There are no addition fees.
Confidential Pagel 6/8/2017
CONVERSION PROJECT DESCRIPTION Agreement No. 5339
Estimated Volumes
DOCUMENT ESTIMATED#OF
DOCUMENT TYPE COUNT IMAGES,
DRAWINGS
Large Format Drawings TBD TBD
Totals:
Project Index Fields:
There are 2 document types, "Plans", and "Permits". Matrix will index one unique field (IE: "Permit Number")
and reference a database to pull back any other fields needed.
The exact fields still need to be finalized,
The deliverable will be a Laserfiche up-loadable format. Matrix prefers to use an "Ist" file along with the images
but we are currently also working on duplicating the format on the sample DVDs sent to us.
Project Pricing (Paper and Film): Total Cost - $24,999.10
Microfiche Microfiche Paper Full- Indexing Other— Total
16 mm 35 mm plans (up sized Prep
to 11 x paper Labor
plans
Quantity 111,428 76,47 0 1,950 25,000 2,500 if
... ..... ..
Images Images fields Required
Cost $0.035 $0.051 $0.038 $0.68 $0.05 $18.00
(per
image)
Sales Electronic Electronic Electronic Electronic Electronic Electronic 8.75%
tax Delivery— Delivery— Delivery— Delivery— Delivery— Delivery—
No tax No tax No tax No tax No tax No tax
Cost $3,900 $3,900 $74.10 $17,000 $125 $24,999.101
(total)
Confidential Page 2 6/8/2017
Scanning Process- .Large Format Agreement No. 5339
Matrix uses Contex HD Ultra i4290 scanners which are the latest large production scanners offered today. Our
workstations use newer model Dell PC's with i7 processors and 20 gig of DDR3 ram. We run windows 7 64bit OS
and SSD to make sure we can run at full speed. We use a Server/client network configuration and run our network
at gigabyte speed. Our operators are trained to clean and calibrate (very important on large format scanners) our
scanners twice a day, once first thing in the morning and again after lunch to make sure they provide the best
possible image quality. Matrix also employs a full-time certified scanner technician who works on site to fix and
machines if they break.
Pickup— Before we do a pickup, Matrix creates a transmittal form with a job number assigned to the pickup.This
number is tracked in our CRM system and is created for each pickup.The transmittal will also have the date and
description of what we will be picking up. On our scheduled pick up date, which we will schedule and confirm in
advance, Matrix will arrive onsite with the transmittal form. Both Matrix and the customer will sign for and keep a
copy of the transmittal form.A Matrix employee will then load the documents into our company van and bring
them to our facility in Lake Forest for processing.
Our scanning process consists of 5 steps: "Prep", "Scan", "Quality Control", "Index", and "Export". Below is the
breakdown and benefits of each step.
Prep—Our team will pull staples, remove/re-locate post-it notes, fix bent corners, and make a note of any
particularly bad document so the scan team is aware. The prep team does the first look at the paper to fix
anything needed such as torn pages or they might mark a page as very light so when it gets to the scanners they
can adjust properly. For large format drawings, our prep team will unfold/unroll the drawings and let them
straighten out so they feed through the scanner with less chance of being de-skewed or wrinkled.They will also
insert any poor quality Mylar sheets into a clear slip (big envelope) so they will not be harmed during the
scanning process.
Scan.—After the box has been prepped it will go to our scan team. At this point Matrix will use our scanners to scan
everything at 300dpi in black and white, grayscale, or color as needed. We do not need to sort by size because our
scanners will automatically detect the document size and scan it correctly for a 1 to 1 ratio. We set the scanners up
to enhance the pages by using de-skew, de-speckle, crop, and edge cleanup. Matrix will also use "Nextlmage Scan"
to enhance every image as it is scanned providing the best possible image quality.The software allows the scan
operator to view the images as they are scanned. Our scan operators look at every image that is scanned.
uality Control—After the images have been scanned they will move on to our Quality Control step where our QC
team will review each image a third time. They will look for and fix anything that the prep team and the scanner
operator did not catch or fix.They have the ability to re-scan an image if the quality is not acceptable.
lndexina—The next step in the process is indexing. Your documents will be indexed by a barcode value or
manually depending on the document type. Matrix uses a custom code to catch any errors. For example, we can
set the rule that there cannot be letters read from the barcode number or that the field must be only so many
digits. In this step we make sure that everything gets assigned the correct value. This is our fourth look at the
images.
Confidential Page 3 - 6/8/2017
K ort—During this step, Papervision will use a custom code that we wrote to take t �fr�i �s anr9in'WA and
convert them into proper "Application Extender" format.The images will be converted to "Black and White"
group 4 compressed Tiffs or"Grayscale"jpg compressed Tiffs (PDF also available). We can do single or multi-
page based on your requirements.
Create,DVD's—Once exported, Eric Berkowitz, our director of Quality Assurance will do a review of the final
product to check everything from the image quality to the output format. Once he checks that everything is in
order and approves of the deliverable, Eric will burn the final DVD (or external drive, which we recommend).
Dedivery—The last step is for us to return the deliverables to you. Matrix will contact the customer's project
manager to schedule a delivery date and time.lust like at pickup, we will be using a Matrix employee and a
company van to deliver the documents along with the DVD's back to you. All the media will be in its original box
or bin. Once onsite we ask that you review what we are returning and sign off on the same transmittal that was
used during the pickup. We will also pick up the next set of documents and start the process again.
Confidential Page 4 6/8/2017
Project Deliverables Agreement No. 5339
1. Scanned images will be converted to PDF or tiff Images in a Laserfiche up-loadable format.
2. Completed requests will be uploaded to our Matrix secured FTP site.
3. Customer is responsible for reviewing the deliverable and communicating any issues to Matrix Imaging
within 30 days of receipt of the deliverable from Matrix Imaging.
4. All electronic data will remain on Matrix Imaging servers in two locations for 1 year after confirmation of
receipt of deliverable.
Terms and Conditions
1. Matrix Imaging will invoice against only those images that have been scanned and delivered.
2. Pricing is based off of signed contract or quotation/proposal.
3. Matrix Imaging reserves the right to change the quoted pricing as more information is provided on the project or if a
significant difference from the statement of work arises.
4. Matrix Imaging will invoice for the full amount of the project upon delivery of images.
5. Payment terms are Net 15.
Overall Project Priority:
❑High ❑Medium F-1 Low
Comments:
............................................. ........."I'll...............
All work on this project will be performed according to the details defined in this document.
Approved By: Date:
Project Manager : Date:
Confidential Page 5 6/8/2017