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21-222 BMI Imaging Systems, Inc., HR Inactive-Active File Scanning ServiesHR Inactive/Active File Scanning Services Page 1 of 9 Professional/Consulting Contracts /Version: August 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and BMI Imaging Systems, Inc. (“Contractor”), a Corporation for HR Inactive/Active File Scanning Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2022. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $14,217.50 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending HR Inactive/Active File Scanning Services Page 2 of 9 Professional/Consulting Contracts /Version: August 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal t ime off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. HR Inactive/Active File Scanning Services Page 3 of 9 Professional/Consulting Contracts /Version: August 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separa te from other records and must be maintained for four (4) years from the date of City’s final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest HR Inactive/Active File Scanning Services Page 4 of 9 Professional/Consulting Contracts /Version: August 2021 therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, official s, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. HR Inactive/Active File Scanning Services Page 5 of 9 Professional/Consulting Contracts /Version: August 2021 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person o r entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of HR Inactive/Active File Scanning Services Page 6 of 9 Professional/Consulting Contracts /Version: August 2021 Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Teri Gerhardt as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Jim Detrick as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Man ager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. HR Inactive/Active File Scanning Services Page 7 of 9 Professional/Consulting Contracts /Version: August 2021 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or im plied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. HR Inactive/Active File Scanning Services Page 8 of 9 Professional/Consulting Contracts /Version: August 2021 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Teri Gerhardt Email: terig@Cupertino.org To Contractor: BMI Imaging Systems 1115 E. Arques Ave. Sunnyvale, CA 94086-3941 Attention: Jim Detrick Email: jdetrick@bmiimaging.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Vice President Oct 4, 2021 Jim Detrick Teri Gerhardt Oct 4, 2021 GIS Manager Teri Gerhardt HR Inactive/Active File Scanning Services Page 9 of 9 Professional/Consulting Contracts /Version: August 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Oct 4, 2021 Cost Proposal Personnel File Scanning Project Prepared For Human Resources Division Submitted: June 16, 2021 Prepared For: Teri Gerhardt GIS Manager Prepared By: Jim Detrick, Vice President jdetrick@bmiimaging.com 800.359.3456 ext. 212 BMI Imaging Systems, Inc. 1115 E. Arques Avenue Sunnyvale, CA 94085 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com June 16, 2021 Teri Gerhardt GIS Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 Teri: As a follow up to last week’s meeting with Anna Tang-Sam, attached you’ll find our cost proposal addressing the scanning and indexing of the HR Department’s active and termed/separated personnel files to a format compatible with the Laserfiche software’s image/index import feature. The following information is included: ➢ A brief overview of BMI’s history, production team, facilities and security; ➢ A Schedule of Work describing the proposed document conversion methodology; ➢ A Fee Schedule that provides unit pricing for the required scanning, indexing, and Laserfiche data formatting services. Since 1958, BMI Imaging Systems, a long-time City of Cupertino vendor, has been a leading provider of high-volume document and microform scanning, data entry and document hosting services and has had an unrivaled record for quality and service. We complement our service offerings with turnkey document management system solutions incorporating state-of-the-art software and comprehensive implementation and technical support services. Thank you for the opportunity to present this proposal. Should there be any questions of interpretation, please do not hesitate to contact me at the number below. Regards, Jim Detrick 408.736.7444 x212 Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 1 of 11 Company Overview History BMI Imaging Systems (originally Bay Microfilm Incorporated) began as a microfilm service bureau, working with county government agencies in the 1950s on the microfilming of land records. In the early ‘60s, we expanded our archiving services to include the preservation microfilming of the rare books and manuscripts of some of California’s leading universities. A Library Microfilms Division was also established, working with over 200 newspapers in preserving California local history for libraries and publishers. A reputation for service, precision, and reliability led to steady expansion of our government, education and commercial clients over the next two decades. By the early 1990’s, the records management industry had entered the digital age and BMI was at the forefront of this evolution. Clients were meeting their electronic document management needs by digitizing their microfilm and paper records with BMI installing on- premise document management software solutions. Like many of the companies that started in Silicon Valley in the early ‘50s, BMI’s growth was fueled by the spirit of innovation and partnering with customers who were looking for better ways to preserve and secure their data. What BMI Offers Today Today, BMI’s production staff, a team of over 60 highly-trained technicians, creates an average of 3 million digital images per month. We serve a customer base of over 800 organizations, many of whom have been clients for over 20 years. This customer loyalty stems from our steadfast commitment to providing consistent, high-quality and customized service. As part of BMI’s operational capabilities, BMI developers have written over 2,000 unique software tools to address almost every conceivable image and data processing requirement. In addition to providing document/microfilm conversion and data capture services of the highest standard, BMI is both an application service provider, enabling secure access to client data via the Web, and a systems integrator, implementing turnkey document capture, management and workflow solutions. BMI employs an in-house development staff, a project management customer support staff, along with IT professionals that support our internal and Web hosting operations. Our Security and Facilities BMI, routinely processes, stores and hosts confidential/secure documents and data for health care, court, and law enforcement entities. As a result, our employees, facilities, data processing systems and data management procedures have been HIPAA, NIST SP 800-53 and CJIS- compliant for a number of years. In 2020, BMI received a SOC 2 (System and Organizational Controls) Type II certification for its image conversion and hosting operations. A SOC 2 Type II audit is an independent third-party evaluation of the system controls designed, implemented, and operated to provide reasonable assurance that service commitments and system requirements are achieved based on the trust services criteria relevant to security, availability, and confidentiality. EXHIBIT A Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 2 of 11 BMI maintains two comprehensive 16,000 square-foot production facilities located in Sunnyvale (our headquarters and one of two data centers) and Sacramento, California. Both of these free- standing, single-tenant facilities are protected by heat-activated sprinkler systems and electronic security systems (Sonitrol) that are monitored 24/7. All external doors are secured with programmed key code locks that record the date, time and user of each entrance event. Video (CCTV) surveillance cameras capture all entrances, inside production and server areas and each building’s exterior. There are no wireless networks at either facility and all BMI servers are located within locked server rooms, which are redundantly secured with cipher locks. Cell phone use is prohibited within the production areas. All BMI employees are trained in security awareness. Training is provided to all new employees at hire or within a reasonable time after joining BMI’s workforce. Employees are not allowed access to level 2 data until they have received security awareness training, which is documented as part of their personnel file. Training is focused on these key areas: •Defining PII and PHI •Overview of HIPAA / HITECH Privacy provisions •Minimum necessary disclosure requirements •Penalties for misuse of PII and PHI •Overview of best practices for workstation use; virus protection; password integrity and facility security. Additional BMI security-related measures include: •A corporate security officer and team •All guests are escorted at all times while they are in the facility •Regular security audits •Personal items, including mobile phones are not permitted within production areas BMI’s internal Security Manual, which will be made available to the City upon request, provides additional details regarding its requirements related to the digitizing of confidential materials. RagingWire, a BMI colocation data center in Sacramento, California, maintains both BMI production backups and synchronized/replicated sets of customer-hosted data. The data sets hosted at the RagingWire and BMI Sunnyvale data centers are both active; user requests are serviced using a “load-balancing” methodology between the sites for performance. Key specifications for the RagingWire data center environment are provided below: •180,000 sq. ft., with 70,000 sq. ft. of raised floor space in a seismically safe location •8 feet tall perimeter fence with no public access •Multifactor identification and multi-level security zones •24x7 manned security with centralized electronic access control systems •Digital zoom cameras that monitor all secure areas, parking lots, entrances and roof •29 MW of backup generator power •SSAE 16, PCI DSS, LEED Gold, EPA ENERGY STAR certified Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 3 of 11 Schedule of Work BMI Imaging will implement a proven, volume-oriented document scanning/conversion methodology that will ensure the City of Cupertino’ Human Resources Division (hereinafter “the City”) receives a Laserfiche data deliverable that will meet its stated requirements. Under this best practice-based approach to the overall project, BMI Imaging will: •Maintain the security and integrity of the hard-copy personnel files while they are under its custody, care and control; •Accommodate the size, condition and quality of the pages within each file; •Capture document metadata from the personnel file folder labels that will, in combination with the document types assigned to each file section, facilitate the Laserfiche document foldering, naming and indexing processes; •Ensure the City receives images of acceptable quality/completeness in the specified format, and in accordance with mutually agreed upon delivery schedules. The high-level map/plan (hereinafter "document") processing tasks are as follows: 1)Pre-production Tasks 2)Document Pick-up 3)Shipment Receipt and Reconciliation 4)Document Preparation 5)Document Scanning 6)Document Reassembly 7)Document Indexing 8)Data Formatting 9)Data Delivery 10)Document Delivery Each of the processing tasks is described briefly below: 1) Pre-Production Tasks During this initial phase of the project, the criteria for the subsequent production effort will be established and agreed upon, and procedures will be implemented to ensure compliance with City's processing and delivery requirements. BMI will work closely with the City’s designated project manager to complete the following pre-production tasks: a)Define the file pick-up and delivery schedule. BMI will work with the City to implement a schedule that will allow the documents to be accurately and efficiently processed within a reasonable turn-around time, and without significant disruption to City staff’s daily work processes; b)Define the chain-of-custody shipping documentation requirements; c)Complete a “Milestone 1” (proof of concept) file processing phase, during which a small portion the files will be fully-processed and delivered for the City's review and acceptance prior to moving on to the full-production phase of the project. 2) Document Pick-Up BMI provides a high level of care for its client's records and takes responsibility for maintaining the condition of the materials while they are under its custody, care and control. BMI will utilize its own vehicles and personnel to load and transport the City-boxed files from City Hall at 10300 Torre Avenue in Cupertino. EXHIBIT B Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 4 of 7 3) Shipment Receipt, Reconciliation and Tracking The received boxes will be reconciled with the shipping documentation and then logged within Unity, a BMI-developed production control and workflow/reporting system that utilizes barcode technology to closely track each unit through the various production process flows. 4)Document Preparation BMI will for prepare the files for the scanning and indexing processes. The preparation process will, at a minimum, incorporate the following tasks: ID Description 1 Remove the documents from the file folders/fasteners. 2 Remove any page fasteners that would prevent the documents from being scanned using an automatic document feeder. 3 Print and insert barcoded file and section separator sheets (active files only). With the exception of the Medical records (if applicable), if an active file section is found to be empty at the time of scanning, a sheet stating “No Documents at the Time of Scanning” will be inserted for scanning. 4 Ensure post-it notes that cover page content are relocated to an acceptable position on the page. If relocation within the same page is not possible, the post- it note will be affixed to a carrier page. 5 Affix pages smaller than 8.5” x 5.5” to a carrier sheet. 5)Document Scanning BMI will utilize workstations configured with best-in-class Kodak or Opex production scanners for the bitonal (black and white) 300 DPI duplex scanning of the documents within each file. Any blank back-sides of pages captured during the scanning process will be deleted using an automated (software-based) blank page deletion process. During the scanning process, 100% of the images will be presented to the operator and reviewed for quality and completeness. In general, the image acceptance criteria are readability (legibility of lettering and graphics), contrast and position. If it’s determined that an image does not meet the established acceptance criteria, the document will be rescanned using manual threshold controls. The following additional quality control measures will be employed to ensure the creation of an accurate/complete image of each page: •Image cleanup processing (automated cropping and deskew) during scanning; •Ultrasonic double-feed detection to detect double-feeds during auto-feeding capture; •Post-scan thumbnail image review to detect cropping or skewing issues. 6)Document Reassembly Following the scanning process, the documents will be placed back within the chart they were removed from. Please note it is assumed that neither the re-pronging nor the replacement of any BMI-removed page fasteners is required for this project. Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 5 of 7 7)Document Indexing The image files generated during the scanning process will be indexed as per the following file-type conventions. ➢Active Personnel Files: By 1) the Employee Name presented on the file folder label (Last Name, First Name format), and 2) Document Type [Training, Performance Evals, Discipline, Payroll or Medical (if applicable)]. ➢Terminated/Separated Personnel Files: By the Employee Name presented on the file folder label or City-inserted cover page (Last Name, First Name format). 8)Data Formatting The image file and document index data will be formatted for import into the City’s Laserfiche system using the software’s “List File” import specification. During the import process, all documents will be associated with the Personnel index template, named using the Employee Name and Document Type (if applicable) information captured during the document indexing process (e.g. “Detrick, Jim – Training), and foldered as per the City’s current folder/subfolder convention (see images below). Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 6 of 7 9) Data Delivery The Laserfiche data deliverable (image files and the associated Laserfiche List file) will be delivered via a City-performed download from BMI's secure FTP server environment. 10) Document Delivery The processed hard-copy personnel files will be returned to City Hall at 10300 Torre Avenue in Cupertino via BMI delivery vehicles and personnel. Shipping documentation will accompany all deliveries. BMI will work with the HR Division to establish a delivery schedule that minimizes any impact on their normal business activities. Proposal to City of Cupertino, Human Resources Division Personnel File Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Page 7 of 7 Schedule of Fees The unit pricing provided in the Schedule of Fees below is based upon the following bulleted key assumptions regarding the project work requirement. Please see the Schedule of Work section of this proposal for additional details regarding the various processing activities. •Project Volume: Estimated at ~37 boxes and ~80,500 images; •Page Size(s): Up to legal-size (predominantly “8.5 x 11”); •Scan Resolution/Format: 300 DPI bitonal (black and white); •Data Deliverables: TIFF images and Laserfiche import control file. Description Estimated Qty. Unit Price Ext. Cost Project Setup/Management Fee: Includes processing and review of Milestone 1 data sample 1 Event $2,500.00 $2,500.00 Document Preparation: 100 Hours $45.00 $4,500.00 Document Scanning: 80,500 Images $0.085 $6,842.50 Document Indexing: 700 Files $0.25 $175.00 Document Pick-up/Delivery: 2 $100.00 $200.00 Estimated Total Cost: $14,217.50 Applicable sales tax will be added to all invoices. Payment terms: Net 30. EXHIBIT C Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/15/2021 (PT) Heffernan Insurance Brokers 101 Second Street, Suite 120 Petaluma CA 94952 707-781-3400 707-781-0800 License#: 0564249 Hartford Accident & Indemnity 22357 BMIIMAG-01 Hartford Casualty Insurance Company 29424BMI Imaging Systems, Inc. 1115 East Arques Sunnyvale CA 94085 Sentinel Insurance Company, Limited 11000 338133861 A X 1,000,000 X 300,000 X 1,000 10,000 1,000,000 2,000,000 Y Y 57UUQTM2431 1/15/2021 1/15/2022 2,000,000 A 1,000,000 X X X 57UUQTM2431 1/15/2021 1/15/2022 B X X 4,000,00057XHQYC85841/15/2021 1/15/2022 4,000,000 X 10,000 C XY57WECZT27221/1/2021 1/1/2022 1,000,000 1,000,000 1,000,000 Re: As Per Contract or Agreement on File with Insured. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as an additional insured (primary and non-contributory) on General Liability policy per the attached policy form, if required. Waivers of Subrogation are included on General Liability and Workers Compensation policies per the attached endorsements, if required. This Certificate replaces and supersedes all previously issued certificates. City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/13/2021 (PT) Heffernan Insurance Brokers 101 Second Street, Suite 120 Petaluma CA 94952 707-781-3400 707-781-0800 License#: 0564249 Crum & Forster Specialty Insurance Company 44520 BMIIMAG-01 BMI Imaging Systems, Inc. 1115 East Arques Sunnyvale CA 94085 1172900143 A Technet E&O TEO301678600 5/13/2021 5/13/2022 Prof/Cyber Liab.3,000,000 Re: As Per Contract or Agreement on File with Insured. 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