Attachment 4 - Draft Five-Year Purchase and Service AgreementPage 1 of 7
Attachment 4
DRAFT
PURCHASE AND SERVICE AGREEMENT
THIS AGREEMENT is dated for identification this first day of January, 2020 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and ECS Imaging,
Inc., (“Supplier”). This Agreement is made with reference to the following facts. This contract
will remain in effect from January 1, 2020 to December 31, 2024.
I. RECITALS
1.1 Town sought sole source approval for ECS Imaging, Inc. for all software maintenance
and support for Laserfiche software products. ECS Imaging, Inc. is the top Solution
Provider in California for Laserfiche products. ECS Imaging is familiar with all of the
Laserfiche customization that spans almost every Town Department.
1.2 Supplier represents that it is a qualified and competent supplier of the items to be
purchased and maintained under this agreement.
1.3 The Town desires to engage Supplier to provide Laserfiche annual maintenance,
additional Laserfiche software licenses, software updates, scanners, scanning
services, remote support, set-up and troubleshooting of the Laserfiche system, and
significant document scanning projects Town-wide.
1.4 The Supplier represents and affirms that it is qualified and willing to perform the
desired work pursuant to this Agreement.
II. AGREEMENTS
2.1 Supplies and Terms. Supplier hereby agrees to deliver to Town at 110 E. Main Street,
Los Gatos, CA 95030 the items and materials described in quotes throughout the
year. The terms and conditions are as follows:
(1) Price. Town shall pay Supplier the amounts defined in Staff approved quotations
or purchase orders, which includes sales tax and delivery charges. Payment shall
be net 30 days from delivery.
(2) Delivery. The delivery of additional software licenses and scanners shall be as
needed, no later than two weeks from date of request. Delivery shall be made
between 8:00 a.m. and 5:00 p.m. on weekdays that are not Town holidays.
2.2 Time of the Essence. Prompt delivery of the items and materials is essential to this
Agreement.
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2.3 Scope of Services. Supplier shall provide services as described in that certain ECS
Basic Plus Support Agreement – Terms and Conditions, which is hereby incorporated
by reference and attached as “Exhibit A.” In addition, supplier shall provide
scanning, on-site support, and additional Laserfiche software licenses/equipment
defined in staff-approved quotations or purchase orders.
2.4 Time of Performance. The services to be performed are as follows: the annual
maintenance/support cost for the Laserf iche software products includes all software
updates. If required, on-site software support will be billed at the rate of $175.00
per hour with a two-hour minimum. Document scanning will be performed on an
as-needed basis, and be preceded by a Town staff-approved quotation.
2.5 Compliance with Laws. The Supplier shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Supplier
represents and warrants to Town that it has all licenses, permits, qu alifications and
approvals of whatsoever nature which are legally required to Supplier to practice its
profession. Supplier shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.6 Sole Responsibility. Supplier shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
2.7 Information/Report Handling. All documents furnished to Supplier by the Town and
all reports and supportive data prepared b y the Supplier under this Agreement are
the Town’s property and shall be delivered to the Town upon the completion of
Supplier’s services or at the Town’s written request. All reports, information, data,
and exhibits prepared or assembled by Supplier in connection with the performance
of its service pursuant to this Agreement are confidential until released by the Town
to the public, and the Supplier shall not make any of these documents or
information available to any individual or organization not employed by the Supplier
or the Town without the written consent of the Town before such release. The
Town acknowledges that the reports to be prepared by the Supplier pursuant to this
Agreement are for the purpose of evaluating a defined project, and Town’s use of
the information contained in the reports prepared by the Supplier in connection
with other projects shall be solely at Town’s risk, unless Supplier expressly consents
to such in writing. Town further agrees that it will not appropriate and methodology
or technique of Supplier which is and has been confirmed in writing by Supplier to
be a trade secret of Supplier.
2.8 Compensation. Compensation for the supplies and materials delivered and for
supplier’s professional services is not to exceed $70,000 ann ually, inclusive of all
costs, for a total amount not to exceed $350,000. Payment shall be based upon
Town approval of each task. See:
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• ECS Basic Plus Support Agreement – Terms and Conditions attached as
Exhibit A.
• Quote for Software, Annual Maintenance and Licensing, and Services
attached as Exhibit B.
• Document Scanning Services Pricing Quote attached as Exhibit C to be
defined in individual Town staff approved quotations or purchase orders.
2.9 Billing. Billing shall be by invoice within 30 days of the rendering of the services and
shall be accompanied by a detailed explanation of the work performed by whom at
what rate and on what date. Also, plans, specifications, documents, or other
pertinent materials shall be submitted for Town review, even if only in partial draft
form.
Payment shall be net 30 days. All invoices and statement to the Town shall be
addressed as follows:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.10 Availability of Records. Supplier shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement.
Supplier shall make these records available to authorized personnel of the Town at
the Supplier’s offices during business hours upon written request of the Town.
2.11 Assignability and Subcontracting. The services to be performed under this
Agreement are unique and personal to the Supplier. No portion of these services
shall be assigned or subcontracted without the written consent of the Town.
2.12 Independent Contractor. It is understood that the Supplier, in the performance of
the work and services agreed to be performed, shall act as and be an independent
contractor and not an agent or employee of the Town. As an independent
contractor, he/she shall not obtain any rights to retirement benefits or other
benefits which accrue to Town employee(s). With prior written consent, the
Supplier may perform some obligations under this Agreement by subcontracting, but
may not delegate ultimate responsibility for performance or assign or transfer
interests under this Agreement. Supplier agrees to testify in any litigation brought
regarding the subject of the work to be performed under this Agreement. Supplier
shall be compensated for its costs and expenses in preparing for, trav eling to, and
testifying in such matters at its then current hourly rates of compensation, unless
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such litigation is brought by Supplier or is based on allegations of Supplier’s
negligent performance or wrongdoing.
2.13 Conflict of Interest. Supplier understands that its professional responsibilities are
solely to the Town. The Supplier has and shall not obtain any holding or interest
within the Town of Los Gatos. Supplier has no business holdings or agreements with
any individual member of the staff or management of the Town or its
representatives nor shall it enter into any such holdings or agreements. In addition,
Supplier warrants that it does not presently and shall not acquire any direct or
indirect interest adverse to those of the Town in the subject of this Agreement, and
it shall immediately disassociate itself from such an interest, should it discover it has
done so and shall, at the Town’s sole discretion, divest itself of such interest.
Supplier shall not knowingly and shall take reasonable steps to ensure that it does
not employ a person having such an interest in this performance of this Agreement.
If after employment of a person, Supplier discovers it has employed a person with a
direct or indirect interest that would conflict with its performance of this
Agreement, Supplier shall promptly notify Town of this employment relationship,
and shall, at the Town’s sole discretion, sever any such employment relationship.
2.14 Equal Employment Opportunity. Supplier warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Supplier nor its subcontractors do and neither shall
discriminate against persons employed or seeking employment with them on the
basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or
mental disability, national origin, religion, or medical condition, unless based upon a
bona fide occupational qualification pursuant to the California Fair Employment &
Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i. Supplier agrees to have and maintain, for the duration of the contract, General
Liability insurance policies insuring him/her and his/her form to an amount not less
than: one million dollars ($1,000,000) combined single limit per occurrence for
bodily injury, personal injury and property damage.
ii. Supplier agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to an
amount not less than one million dollars ($1,000,000) combined single limit per
accident for bodily injury and property damage.
iii. Supplier shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage. Supplier agrees that all certificates and
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endorsements are to be received and approved by the Town before work
commences.
iv. Supplier agrees to have and maintain, for the duration of the contract, professional
liability insurance in amounts not less than one million dollars ($1,000,000) which is
sufficient to insure Supplier for professional errors or omissions in the performance
of the particular scope of work under this Agreement.
General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered as
insured as respects: liability arising out of activities performed by or on behalf of the
Supplier, products and completed operations of Supplier, and premises owned or
used by the Supplier. This requirement does not apply to the professional liability
insurance required for professional errors and omissions.
ii. The Supplier’s insurance coverage shall be primary insurance as respects the Town,
its officers, officials, employees and volunteers. Any insurance or self-insurances
maintained by the Town, its officers, officials, employees or volunteers shall be
excess of the Supplier’s insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Town, its officers, officials, employees or volunteers.
iv. The Supplier’s insurance shall apply separately to each insured against whom a
claim is made or suit is brought, except with respect to the limits of the insurer’s
liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after 30 days prior written notice by certified mail, return receipt requested, has been given
to the Town. Current certification of such insurance shall be kept on file at all times during
the term of this agreement with the Town Clerk Department.
3.3 Workers’ Compensation. In addition to these policies, Supplier shall have and maintain
Workers’ Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Supplier shall ensure that all subcontractors employed by Supplier provide the required
Workers’ Compensation insurance for their respective employees.
3.4 Indemnification. The Supplier shall save, keep, hold harmless and indemnify and defend the
Town and its officers, agent, employees, and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up because
of damages to property or personal injury received by reason of, or in the course of
performing work which may be occasioned by a willful or negligent act or omissions of the
Supplier, or any of the Supplier’s officers, employees, or agents or any sub-contractor.
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IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of a
subsequent breach of the same or any other provision of this Agreement.
4.2 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
4.3 Warranty. Supplier shall remedy any defects due to faulty materials and/or workmanship
and pay for any damages to other work and/or existing facilities resulting therefrom which
shall appear within a period of one year from the date of recording of final acceptance.
4.4 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.5 Termination of Agreement. The Town and the Supplier shall have the right to terminate this
Agreement with or without cause by giving not less than 60 days written notice of
termination. In the event of termination, the Supplier shall deliver to the Town all supplies
and services scheduled to be delivered to Town within that 60-day period.
4.6 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Supplier.
4.7 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney’s fees, including cost of appeal.
4.8 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid and addressed to:
Town of Los Gatos ECS Imaging, Inc.
Attn: Town Clerk 5905 Brockton Avenue
110 E. Main Street Suite C
Los Gatos, CA 95030 Riverside, CA 92506
OR personally delivered to Supplier to such address or such other address as Supplier
designates in writing to Town.
4.9 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
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4.10 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Supplier. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
IN WITNESS WHEREOF, the Town and Supplier have executed this Agreement.
Town of Los Gatos by: ECS Imaging, Inc., by:
________________________________ ________________________________
Laurel Prevetti, Town Manager
Print Name:_______________________
Recommended by: Title: ____________________________
________________________________
Chris Gjerde, Information Technology Manager
Approved as to Form:
________________________________
Robert Schultz, Town Attorney
Attest:
________________________________
Shelley Neis, CMC, CPMC, Town Clerk