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= SERVICE AGREEMENT NO. 52056
1852 Document Scanning Services for
Development Services
THIS Document Scanning Services for Development Services Agreement
("Agreement") is entered into by and between the City of Corpus Christi, a
Texas home-rule municipal corporation ("City") and Municipal Code
Corporation ("Contractor"), effective upon execution by the City Manager or
the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Document Scanning Services for
Development Services in response to Request for Bid/Proposal No. N/A ("RFB/
RFP"), which RFB/RFP includes the required scope of work and all
specifications and which RFB/RFP and the Contractor's bid or proposal
response, as applicable, are incorporated by reference in this Agreement as
Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Document Scanning Services for
Development Services ("Services") in accordance with the attached
Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its
entirety, and in accordance with Exhibit 2.
2. Term. This Agreement is for six months, with performance commencing
upon the date of issuance of a notice to proceed from the Contract
Administrator or Purchasing Division. This Agreement includes an option to
extend the term for up to zero additional zero-month periods ("Option
Period"), provided, the parties do so prior to expiration of the original term
or the then-current Option Period. The decision to exercise the option to
extend the term of this Agreement is, at all times, within the sole discretion
of the City and is conditioned upon the prior written agreement of the
Contractor and the City Manager.
3. Compensation and Payment. The total value of this Agreement is not to
exceed $135,000.00, subject to approved extensions and changes.
Payment will be made for Services completed and accepted by the City
within 30 days of acceptance, subject to receipt of an acceptable invoice.
All pricing must be in accordance with the attached Bid/Pricing Schedule,
as shown in Attachment B, the content of which is incorporated by
reference into this Agreement as if fully set out here in its entirety.
2017-269
9/26/17 Page 1 of 7
M2017-151
Municipal Code Corporation
INDEXED
4. Contract Administrator. The Contract Administrator designated by the City
is responsible for approval of all phases of performance and operations
under this Agreement, including deductions for non-performance and
authorizations for payment. The City's Contract Administrator for this
Agreement is as follows:
Margaret Castaneda
Development Services Department
361-826-3078
Email: MargaretC@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor
must deliver a certificate of insurance ("COI"), as proof of the required
insurance coverages, to the City's Risk Manager and the Contract
Administrator. Additionally, the COI must state that the City will be given at
least 30 days' advance written notice of cancellation, material change in
coverage, or intent not to renew any of the policies. The City must be
named as an additional insured. The City Attorney must be given copies of
all insurance policies within 10 days of the City Manager's written request.
Insurance requirements are as stated in Attachment C, the content of
which is incorporated by reference into this Agreement as if fully set out
here in its entirety.
(B) In the event a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement
before performance can commence, the terms, conditions, and amounts
required in the bonds and appropriate surety information are as included in
the RFB/RFP or as may be added to Attachment C, and such content is
incorporated here in this Agreement by reference as if each bond's terms,
conditions, and amounts were fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its
right to specify time, place and quantity of Services to be delivered in the
following manner: any City department or division may send to Contractor
a purchase release order signed by an authorized agent of the department
or division. The purchase release order must refer to this Agreement, and
Services will not be rendered until the Contractor receives the signed
purchase release order.
7. Inspection and Acceptance. Any Services that are provided but not
accepted by the City must be corrected or re-worked immediately at no
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charge to the City. If immediate correction or re-working at no charge
cannot be made by the Contractor, a replacement service may be
procured by the City on the open market and any costs incurred, including
additional costs over the item's bid/proposal price, must be paid by the
Contractor within 30 days of receipt of City's invoice.
8. Warranty. The Contractor warrants that all products supplied under this
Agreement are new, quality items that are free from defects, fit for their
intended purpose, and of good material and workmanship. The Contractor
warrants that it has clear title to the products and that the products are free
of liens or encumbrances. In addition, the products purchased under this
Agreement shall be warranted by the Contractor or, if indicated in
Attachment D by the manufacturer, for the period stated in Attachment D.
Attachment D is attached to this Agreement and is incorporated by
reference into this Agreement as if fully set out here in its entirety.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the
Bid/Pricing Schedule are estimates only and do not obligate the City to
order or accept more than the City's actual requirements nor do the
estimates restrict the City from ordering less than its actual needs during the
term of the Agreement and including any Option Period. Substitutions and
deviations from the City's product requirements or specifications are
prohibited without the prior written approval of the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of
any fiscal year of the City, which fiscal year ends on September 30th
annually, is subject to appropriations and budget approval specifically
covering this Agreement as an expenditure in said budget, and it is within
the sole discretion of the City's City Council to determine whether or not to
fund this Agreement. The City does not represent that this budget item will
be adopted, as said determination is within the City Council's sole discretion
when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in
its own manner and method, and under no circumstances or conditions will
any agent, servant or employee of the Contractor be considered an
employee of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the
work performed under this Agreement. When using subcontractors,
however, the Contractor must obtain prior written approval from the
Contract Administrator if the subcontractors were not named at the time of
bid or proposal, as applicable. In using subcontractors, the Contractor is
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responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a 001 in advance to the City, are applicable to all
subcontractors and their employees to the same extent as if the Contractor
and its employees had performed the work.
13. Amendments. This Agreement may be amended or modified only by
written change order signed by both parties. Change orders may be used
to modify quantities as deemed necessary by the City.
14. Waiver. No waiver by either party of any breach of any term or condition of
this Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes,
FICA taxes, unemployment taxes and all other related taxes. Upon request,
the City Manager shall be provided proof of payment of these taxes within
15 days of such request.
16. Notice. Any notice required under this Agreement must be given by fax,
hand delivery, or certified mail, postage prepaid, and is deemed received
on the day faxed or hand-delivered or on the third day after postmark if
sent by certified mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Margaret Castaneda
Finance & Resource Management Superintendent
2406 Leopard St., Corpus Christi, TX 78408
Fax: 361-826-3006
IF TO CONTRACTOR:
Municipal Code Corporation
Attn: Victor D'Aurio
Vice President, Operations
1958-A Commonwealth Ln., Tallahassee, FL 32303
Fax: 850-564-7496
17. CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD HARMLESS THE
CITY AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND
AGENTS ("INDEMNITEES') FROM ANY AND ALL CONTRACTUAL
AND NEGLIGENCE CLAIMS, DEMANDS, CAUSES OF ACTION,
DAMAGES, LOSSES, AND EXPENSES (INCLUDING ALL EXPENSES OF
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LITIGATION, COURT COSTS, ATTORNEY'S FEES, AND EXPERT WITNESS
FEES) OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION THAT
ANY PERSON OR ENTITY HAS OR MAY HAVE DIRECTLY ARISING
OUT OF THE BREACH OF THIS AGREEMENT BY THE CONTRACTOR OR
RESULTING FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT,
OR FAULT OF THE CONTRACTOR, OR ITS EMPLOYEES,
REPRESENTATIVES, OR AGENTS, EXCEPT TO THE EXTENT CAUSED BY
THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE
CITY, OR ITS EMPLOYEES, REPRESENTATIVES, OR AGENTS. THE
INDEMNIFICATION OBLIGATIONS OF THE CONTRACTOR UNDER
THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION
OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's
failure to perform the work specified in this Agreement or to keep any
required insurance policies in force during the entire term of this
Agreement. The Contract Administrator must give the Contractor written
notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City Manager may
terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The
City Manager may also terminate this Agreement upon 24 hours written
notice to the Contractor for failure to pay or provide proof of payment of
taxes as set out in this Agreement.
19. Assignment. No assignment of this Agreement by the Contractor, or of any
right or interest contained herein, is effective unless the City Manager first
gives written consent to such assignment. The performance of this
Agreement by the Contractor is of the essence of this Agreement, and the
City Manager's right to withhold consent to such assignment is within the
sole discretion of the City Manager on any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be
severable and, if, for any reason, any provision or part of this Agreement is
determined to be invalid and contrary to applicable law, such invalidity
shall not impair the operation of nor affect those portions of this Agreement
that are valid, but this Agreement shall be construed and enforced in all
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respects as if the invalid or unenforceable provision or part had been
omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies
between this Agreement, its attachments, and exhibits, such conflicts and
inconsistencies will be resolved by reference to the documents in the
following order of priority:
A. this Agreement and its attachments
B. the bid solicitation document, including addenda (Exhibit 1)
C. the Contractor's bid response (Exhibit 2)
22. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to
complete Form 1295 "Certificate of Interested Parties" as part of this
Agreement.
23. Governing Law. This Agreement is subject to all federal, State, and local
laws, rules, and regulations. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form
and venue for such disputes is the appropriate district, county, or justice
court in and for Nueces County, Texas.
24. Entire Agreement. This Agreement constitutes the entire agreement
between the parties concerning the subject matter of this Agreement and
supersedes all prior negotiations, arrangements, agreements and
understandings, either oral or written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Page 6 of 7
CONTRACTOR
1/� z Til II,24e
Signature:
Printed Name: Victor D'Aurio
Title: Vice President of Operations
Date: 9-15-2017
CITY OF CORPUS CHRISTI
Signature:
Printed Name: y-N\ stir
Title: 1 r c c .c. OrN.�,
Date: c1 1 A 8 , I4411,
ATTEST: I►
R :ECCA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference:
kICV1 \cJ�
Attachment A: Scope of Work . ---•-.-.- u�nu�c�
Attachment B: Bid/Pricing Schedule f► COUNCIL �_ 1 1
Attachment C: Insurance/Bond Requirements •�
Attachment D: Warranty Requirements • .M.../01'
SEC T RAF
Incorporated by Reference Only: (� �
Exhibit 1 : RFB/RFP No. N/A AI !ved as to form: -r • i /1
Exhibit 2: Contractor's Bid/Proposal Response
471:4
. 1
14 '
Assist. n City Attorn-y
For C Attorney
Page 7 of 7
e
ATTACHMENT A: SCOPE OF WORK
•testi
SCOPE OF WORK:
The City will furnish MCCi for its use in preparing the document imaging project all
hardcopy/electronic documents to be converted.
The Contractor shall provide scanning services for approximately 1,500 large-
format plans and drawings for an estimated 150,000 images. This price includes:
document pick-up, scanning, removable hard drive and document destruction.
The Contractor shall pick up all the hard copy documents on one trip
from Development Services located at 2406 Leopard St. Corpus Christi, Texas 78408
and send them to one of Their scanning facilities listed below.
Once scanned, the Contractor shall send Development Services a removable
hard drive device containing electronic copies of the documents in a format
compatible with the City's Laserfiche system. The Contractor shall destroy all
scanned documents.
Contractor will bill monthly for services rendered throughout the term of the six-month
period of the contract. Contractor shall complete 100%of the project within six months
of the issuance of notice to proceed.
Hard copies will be sent by MCCi to one or more of the following locations:
Tallahassee, FL Location
1958-A Commonwealth Lane
Tallahassee, FL 32303
Tampa, FL Location
4745 Oak Fair Blvd.
----
Tampa, FL 33610
Waco, TX Location
600 Lake Air Drive Ste 21 B
Waco, TX 76701
Page I of 1
. 6-44P, ,,,
4 Ili
a h1 Attachment B: Bid/Pricing Schedule
etta
j4144
CITY OF CORPUS CHRISTI
""�E� BID FORM
18:52
1. Refer to "Sample Service Agreement" Contract Terms and Conditions before completing bid.
2. Quote your best price, including freight, for each item.
3. In submitting this bid, Bidder certifies that the prices in this bid have been arrived at
independently, without consultation, communication, or agreement with any other Bidder or
competitor, for the purpose of restricting competition with regard to prices.
Invitation to quote, FOB Destination, Freight Included, on the following:
DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL
Project I-Conversion of Documents 150,000 each `�sl 3-t,012.Ogj(
estimated cost, Buyboard #465-14 $0.89
S 133,500.00
Excess Images
0 each $0.96 $0
TOTAL 134,012.00
133,500.00
COMPANY: MCCi Municipal Code Corporation
NAME OF PERSON AUTHORIZED TO SIGN: Victor D'Aurio
ADDRESS: 1958-A Commonwealth Lane CITY /STATE/ZIP: Tallahassee, FL 32303
PHONE: (800) 342-2633 EMAIL: victor@mccinnovations.com
FAX: (850) 564-7496 DATE: 6-2-2017
SIGNATURE: //‘-1212"- D44e4- TITLE: Vice President of Operations
THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL BIDS. TO WAIVE ANY
INFORMALITIES OR IRREGULARITIES IN THE BIDS RECEIVED AND TO CANCEL OR POSTPONE
THIS PROJECT UNTIL A LATER DATE.
Page 1 of 1
Attachment C: Insurance Requirements
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has
been obtained and such insurance has been approved by the City. Contractor must
not allow any subcontractor, to commence work until all similar insurance required of
any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1)
copy of Certificates of Insurance with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager. The City must be listed as an additional insured on the General liability and
Auto Liability policies by endorsement, and a waiver of subrogation endorsement is
required on GL, AL and WC if applicable. Endorsements must be provided with
Certificate of Insurance. Project name and/or number must be listed in Description Box
of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises -Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II
(All States Endorsement if Company is of this Exhibit.
not domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
ERRORS & OMISSIONS $1,000,000 Per Occurrence
$1,000,000 Aggregate
Page 1 of 3
C. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in statutory amounts according to
the Texas Department of Insurance, Division of Workers' Compensation. An All States
Endorsement shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written on an occurrence basis by companies authorized and admitted to do business
in the State of Texas and with an A.M. Best's rating of no less than A- VII.
C. Contractor shall be required to submit renewal certificates of insurance throughout the
term of this contract and any extensions within 10 days of the policy expiration dates.
All notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insureds
by endorsement with regard to operations, completed operations, and activities of or
on behalf of the named insured performed under contract with the City, with the
exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any,
cancellation, non-renewal, material change or termination in coverage and not less
than ten 10) calendar days advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to suspend
Page 2 of 3
Contractor's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shall have the right to order Contractor to stop work hereunder,
and/or withhold any payment(s) which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out of operations under this contract.
It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
2017 Insurance Requirements
Purchasing - Development Services
Scanning Project for Conversion and Indexing Services of Records with MCCI
07/07/2017 sw Risk Management
Page 3 of 3
Attachment C: Bond Requirements
Section 5. (B) is null for this Service Agreement.
Page 1 of 1
Attachment D: Warranty Requirements
Section 8. Warranty is null for this Service Agreement.
Page 1 of 1
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
Complete Nos.1-4 and 6 it there ate interested paries. OFFICE USE ONLY
Complete Nos.1,2,3.5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business.
MDCI,LLC. 2017-242675
Tallahassee, FL United Slates Date Filed:
2 Name of governmental entity or state agency that Is a parry to the contract or which the form is 07/28/2017
being filed.
City of Corpus Christi Dattee knows ged:
-1 7 ct l �'1�'�1
3 Provide the identification number used by the governmental entity or state agency to track or identify the co ract,an provide a
description of the services,goods,or other property to be provided under the contract.
52056
Document Scanning Services
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling j Intermediary
Haddock,Russell Fon Worth,TX United States X
Barstow,Donny Tallahassee.FL United States X
5 Check only if there Is NO Interested Party. ❑
6 AFFIDAVIT I swear or affirm,untlN
penalty of perjury,that the above disclosure is vue and correct.
R✓r,Z0.o LINDSEYNTHOMM
O€4,im ilJGGiglkgk
, s EWYaiMry3gg021
naS amNrn.ayallryaaa.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP I SEAL ABOVE \ /
swornitPNnal subscribed before me,by the said ViH-C'✓ � UC '\ U .tris the Lc,
day of ) U'
20 I I ,to certify which,witness my hand and seal of office. l/ /
' nature of C.: administering oath Printed na of officer administering oath Tide of officer&ministering oath
Forms provided by Texas Ethics Commission www.ethies.statelX.us Version V1.0.883