HomeMy WebLinkAbout* Contract - SyTech Solutions - 2025071
CONSULTANT SERVICES AGREEMENT
[Non-Design Professionals]
THIS AGREEMENT (the "Agreement") is made as of January 21, 2025 by and
between the City of Diamond Bar, a municipal corporation ("City") and SyTech Solutions,
a California corporation ("Consultant").
1.Consultant’s Services.
Subject to the terms and conditions set forth in this Agreement Consultant shall
provide to the reasonable satisfaction of the City the document imaging and quality control
services set forth in the attached Exhibit "A", which is incorporated herein by thi s
reference. As a material inducement to the City to enter into this Agreement, Consultant
represents and warrants that it has thoroughly investigated the work and fully understands
the difficulties and restrictions in performing the work. Consultant represents that it is fully
qualified to perform such consulting services by virtue of its experience and the training,
education and expertise of its principals and employees.
Dannette Allen, Principal Management Analyst (herein referred to as the “City’s
Project Manager”), shall be the person to whom the Consultant will report for the
performance of services hereunder. It is understood that Consultant shall coordinate its
services hereunder with the City’s Project Manager to the extent required by the City’s
Project Manager, and that all performances required hereunder by Consultant shall be
performed to the satisfaction of the City’s Project Manager and the City Manager.
2.Term of Agreement. This Agreement shall take effect January 21, 2025,
and shall continue until June 30, 2028 ("Term"), unless earlier terminated pursuant to the
provisions herein.
The City Manager shall have the option to extend this Agreement for two (2)
additional one (1) year terms, subject to the same terms and conditions contained herein,
by giving Consultant written notice of the exercise of this option at least thirty (30) days
prior to the expiration of the initial Term. In the event the City exercises its option to extend
the Term, Consultant's compensation shall be subject to an adjustment upon the effective
date of extension as follows:
Any increase in compensation will be negotiated between the City and the
Consultant, but in no event shall the increase exceed the amount that the
Consumer Price Index ("CPI") for the Los Angeles -Anaheim-Riverside
metropolitan area for the month immediately preceding the Adjustment Date (the
"Index Month") as reported by the Bureau of Labor Statistics of the United States
Department of Labor, has increased over the CPI for the month one year prior to
the Index Month.
3.Compensation. City agrees to compensate Consultant for each service
which Consultant performs to the satisfaction of City in compliance with the scope of
services set forth in Exhibit "A". Payment will be made only after submission of proper
invoices in the form specified by City. Total payment to Consultant pursuant to this
Agreement shall not exceed one hundred and fifty thousand dollars ($150,000) without
the prior written consent of the City. The above not to exceed amount shall include all
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costs, including, but not limited to, all clerical, administrative, overhead, telephone, travel
and all related expenses.
4.Payment.
A.As scheduled services are completed, Consultant shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work
actually performed or incurred.
B.All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C.City will pay Consultant the amount invoiced the City will pay Consultant the
amount properly invoiced within 35 days of receipt.
D.Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
5.Change Orders. No payment for extra services caused by a change in the
scope or complexity of work, or for any other reason, shall be made unless and until such
extra services and a price therefore have been previously authorized in writing and
approved by the City Manager or his designee as an amendment to this Agreement. The
amendment shall set forth the changes of work, extension of time, if any, and adjustment
of the fee to be paid by City to Consultant.
6.Priority of Documents. In the event of any inconsistency between the
provisions of this Agreement and any attached exhibits, the provisions of this Agreement
shall control.
7.Status as Independent Contractor.
A.Consultant is, and shall at all times remain as to City, a wholly independent
contractor. Consultant shall have no power to incur any debt, obligation, or liability on
behalf of City or otherwise act on behalf of City as an agent, except as specifically
provided herein. Neither City nor any of its agents shall have control over the conduct of
Consultant or any of Consultant's employees, except as set forth in this Agreement.
Consultant shall not, at any time, or in any manner, represent that it or any of its agents
or employees are in any manner employees of City.
B.Consultant agrees to pay all required taxes on amounts paid to Consultant
under this Agreement, and to indemnify and hold City harmless from any and all taxes,
assessments, penalties, and interest asserted against City by reason of the independent
contractor relationship created by this Agreement. In the event that City is audited by any
Federal or State agency regarding the independent contractor status of Consultant and
the audit in any way fails to sustain the validity of a wholly independent contract or
relationship between City and Consultant, then Consultant agrees to reimburse City for
all costs, including accounting and attorney's fees, arising out of such audit and any
appeals relating thereto.
C.Consultant shall fully comply with Workers' Compensation laws regarding
Consultant and Consultant's employees. Consultant further agrees to indemnify and hold
City harmless from any failure of Consultant to comply with applicable Worker's
Compensation laws.
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D.Consultant shall, at Consultant’s sole cost and expense fully secure
and comply with all federal, state and local governmental permit or licensing
requirements, including but not limited to the City of Diamond Bar, South Coast Air Quality
Management District, and California Air Resources Board.
E.In addition to any other remedies it may have, City shall have the right to
offset against the amount of any fees due to Consultant under this Agreement any amount
due to City from Consultant as a result of Consultant's failure to promptly pay to City any
reimbursement or indemnification required by this Agreement or for any amount or penalty
levied against the City for Consultant’s failure to comply with this Section.
8.Standard of Performance. Consultant shall perform all work at the
standard of care and skill ordinarily exercised by members of the profession under similar
conditions and represents that it and any subcontractors it may engage, possess any and
all licenses which are required to perform the work contemplated by this Agreement and
shall maintain all appropriate licenses during the performance of the work.
9.Indemnification.
Consultant shall indemnify, defend, and hold harmless City, its officers, officials,
employees and volunteers ("Indemnitees") from and against all liability, loss, damage,
expense, cost (including without limitation reasonable attorneys' fees, expert fees and all
other costs and fees of litigation) arising out of or in connection with:
(1) Claims under Workers’ Compensation Act and other employee benefit acts
with respect to Consultant’s employees or Consultant’s contractor’s employees arising
out of Consultant’s work under this Agreement; and
(2) Claims arising out of Consultant's performance of work hereunder, but
excepting such loss or damage which is caused by the negligence or willful misconduct
of the City. Except for the Indemnitees, this Agreement shall not be construed to extend
to any third party indemnification rights of any kind.
(3)Consultant’s indemnity obligation to Indemnitees herein shall not exceed
$150,000. The Consultant's obligations to indemnify, defend and hold harmless the City
shall survive termination of this Agreement.
10.Insurance.
A.Consultant shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, with an insurance company authorized to do
business in the State of California and approved by the City the following insurance:
(1) a policy or policies of broad-form comprehensive general liability
insurance written on an occurrence basis with minimum limits of $1,000,000.00
combined single limit coverage against any injury, death, loss or damage as a
result of wrongful or negligent acts by Consultant, its officers, employees, agents,
and independent contractors in performance of services under this Agreement;
(2) property damage insurance with a minimum limit of $500,000.00 per
occurrence;
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(3)automotive liability insurance written on an occurrence basis covering
all owned, non-owned and hired automobiles, with minimum combined single limits
coverage of $1,000,000.00; and
(4) Worker's Compensation insurance when required by law, with a
minimum limit of $500,000.00 or the amount required by law, whichever is greater.
B.The City, its officers, employees, agents, and volunteers shall be named as
additional insureds on the policies as to comprehensive general liability, property damage,
and automotive liability. The policies as to comprehensive general liability, property
damage, and automobile liability shall provide that they are primary, and that any
insurance maintained by the City shall be excess insurance only.
C.All insurance policies shall provide that the insurance coverage shall not be
non-renewed, canceled, reduced, or otherwise modified (except through the addition of
additional insureds to the policy) by the insurance carrier without the insurance carrier
giving City at least ten (10) days prior written notice thereof. Consultant agrees that it will
not cancel, reduce or otherwise modify the insurance coverage and in the event of any of
the same by the insurer to immediately notify the City.
D.All policies of insurance shall cover the obligations of Consultant pursuant
to the terms of this Agreement and shall be issued by an insurance company which is
authorized to do business in the State of California or which is approved in writing by the
City; and shall be placed have a current A.M. Best's rating of no less than A-, VII.
E.Consultant shall submit to City (1) insurance certificates indicating
compliance with the minimum insurance requirements above, and (2) insurance policy
endorsements or a copy of the insurance policy evidencing the additional insured
requirements in this Agreement, in a form acceptable to the City.
F.Self-Insured Retention/Deductibles. All policies required by this Agreement
shall allow City, as additional insured, to satisfy the self -insured retention (“SIR”) and/or
deductible of the policy in lieu of the Consultant (as the named insured) should Consultant
fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall
be subject to the approval of the City. Consultant understands and agrees that satisfaction
of this requirement is an express condition precedent to the effe ctiveness of this
Agreement. Failure by Consultant as primary insured to pay its SIR or deductible
constitutes a material breach of this Agreement. Should City pay the SIR or deductible on
Consultant’s due to such failure in order to secure defense and ind emnification as an
additional insured under the policy, City may include such amounts as damages in any
action against Consultant for breach of this Agreement in addition to any other damages
incurred by City due to the breach.
G.Subrogation. With respect to any Workers' Compensation Insurance or
Employer's Liability Insurance, the insurer shall waive all rights of subrogation and
contribution it may have against the Indemnitees.
H.Failure to Maintain Insurance. If Consultant fails to keep the insurance
required under this Agreement in full force and effect, City may take out the necessary
insurance and any premiums paid, plus 10% administrative overhead, shall be paid by
Consultant, which amounts may be deducted from any payments due Consultant.
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I.Consultant shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor to the City for review and approval. All insurance for
subcontractors shall be subject to all of the requirements stated herein.
11.Confidentiality. Consultant in the course of its duties may have access to
confidential data of City, private individuals, or employees of the City. Consultant
covenants that all data, documents, discussion, or other information developed or
received by Consultant or provided for performance of this Agreement are deemed
confidential and shall not be disclosed by Consultant without written authorization by City.
City shall grant such authorization if disclosure is required by law. All City data shall be
returned to City upon the termination of this Agreement. Consultant's covenant under this
section shall survive the termination of this Agreement. Notwithstanding the foregoing, to
the extent Consultant prepares reports of a proprietary nature specifically for and in
connection with certain projects, the City shall not, except with Consultant's prior written
consent, use the same for other unrelated projects.
12.Ownership of Materials. Except as specifically provided in this Agreement,
all materials provided by Consultant in the performance of this Agreement shall be and
remain the property of City without restriction or limitation upon its use or dissemination
by City. Consultant may, however, make and retain such copies of said documents and
materials as Consultant may desire.
13.Maintenance and Inspection of Records. In accordance with generally
accepted accounting principles, Consultant and its subcontractors shall maintain
reasonably full and complete books, documents, papers, accounting records, and other
information (collectively, the “records”) pertaining to the costs of and completion of
services performed under this Agreement. The City and any of their authorized
representatives shall have access to and the right to audit and reproduce any of
Consultant's records regarding the services provided under this Agreement. Consultant
shall maintain all such records for a period of at least three (3) years after termination or
completion of this Agreement. Consultant agrees to make available all such records for
inspection or audit at its offices during normal business hours and upon three (3) days'
notice from the City, and copies thereof shall be furnished if requested.
14.Conflict of Interest.
A.Consultant covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which may be affected by the services to be performed by
Consultant under this Agreement, or which would conflict in any manner with the
performance of its services hereunder. Consultant further covenants that, in performance
of this Agreement, no person having any such interest shall be employed by it.
Furthermore, Consultant shall avoid the appearance of having any interest which would
conflict in any manner with the performance of its services pursuant to this Agreement.
B.Consultant covenants not to give or receive any compensation, monetary
or otherwise, to or from the ultimate vendor(s) of hardware or software to City as a result
of the performance of this Agreement. Consultant's covenant under this section shall
survive the termination of this Agreement.
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15.Termination. The City may terminate this Agreement with or without cause
upon fifteen (15) days' written notice to Consultant. The effective date of termination shall
be upon the date specified in the notice of termination, or, in the event no date is specified,
upon the fifteenth (15th) day following delivery of the notice. In the event of such
termination, City agrees to pay Consultant for services satisfactorily rendered prior to the
effective date of termination. Immediately upon receiving written n otice of termination,
Consultant shall discontinue performing services, unless the notice provides otherwise,
except those services reasonably necessary to effectuate the termination. The City shall
be not liable for any claim of lost profits.
16.Personnel/Designated Person. Consultant represents that it has, or will
secure at its own expense, all personnel required to perform the services under this
Agreement. All of the services required under this Agreement will be performed by
Consultant or under it supervision, and all personnel engaged in the work shall be
qualified to perform such services.
17.Non-Discrimination and Equal Employment Opportunity.
A.Consultant shall not discriminate as to race, color, creed, religion, sex,
marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation, in the performance of its services and duties pursuant to
this Agreement, and will comply with all rules and regulations of City relating thereto. Such
nondiscrimination shall include but not be limited to the following: employment, upgrading,
demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for training, including apprenticeship.
B.Consultant will, in all solicitations or advertisements for employees placed
by or on behalf of Consultant state either that it is an equal opportunity employer or that
all qualified applicants will receive consideration for employment without regard to race,
color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental
handicap, medical condition, or sexual orientation.
C.Consultant will cause the foregoing provisions to be inserted in all
subcontracts for any work covered by this Agreement except contracts or subcontracts
for standard commercial supplies or raw materials.
18.Reserved.
19.Reserved.
20.Reserved.
21.Reserved.
22.Assignment. Consultant shall not assign or transfer any interest in this
Agreement nor the performance of any of Consultant's obligations hereunder, without the
prior written consent of City, and any attempt by Consultant to so assign this Agreement
or any rights, duties, or obligations arising hereunder shall be void and of no effect.
23.Compliance with Laws. Consultant shall comply with all applicable laws,
ordinances, codes and regulations of the federal, state, and local governments.
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24.Non-Waiver of Terms, Rights and Remedies. Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Consultant constitute or be construed as a waiver by
City of any breach of covenant, or any default which may then exist on the part of
Consultant, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
25.Reserved.
26.Reserved.
27.Notices. Any notices, bills, invoices, or reports required by this Agreement
shall be deemed received on (a) the day of delivery if delivered by hand during regular
business hours or by facsimile before or during regular business hours; or (b) on the third
business day following deposit in the United States mail, postage prepaid, to the
addresses heretofore set forth in the Agreement, or to such other addresses as the parties
may, from time to time, designate in writing pursuant to the provisions of this section.
“CONSULTANT” “CITY”
SyTech Solutions City of Diamond Bar
8930 Big Horn Blvd 21810 Copley Drive
Elk Grove, CA 95758 Diamond Bar, CA 91765
Attn.: Jonathan Pritt Attn.: Dannette Allen
Phone: 916-381-3010 ext. 226 Phone: 909-839-7012
E-Mail: jpritt@sytechsolutions.com E-mail: dallen@diamondbarca.gov
28. Governing Law. This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of California. The venue for any action
brought under this Agreement shall be in Los Angeles County.
29. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be the original, and all of which together
shall constitute one and the same instrument.
30. Entire Agreement. This Agreement, and any other documents
incorporated herein by reference, represent the entire and integrated agreement between
Consultant and City. This Agreement supersedes all prior oral or written negotiations,
representations or agreements. This Agreement may not be amended, nor any provision
or breach hereof waived, except in a writing signed by the parties which expressly refers
to this Agreement. Amendments on behalf of the City will only be valid if signed by a
person duly authorized to do so under the City's Purchasing Ordinance.
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Printed Name: Jonathan Pritt_ Printed Name: Daniel Fox___
Title: Vice President________ Title: City Manager_________
By: _____________________ ATTEST:
Printed Name: ____________
Title: ____________________ ________________________
Kristina Santana, City Clerk
Approved as to form:
By: _____________________
Omar Sandoval, City Attorney
*NOTE: If Consultant is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary,
the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer.
If only one corporate officer exists or one corporate officer holds more than one corporate
office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into this
Agreement. A copy of the corporate resolution, certified by the Secretary close in time to
the execution of the Agreement, must be provided to the City.
"Consultant"
SYTECH SOLUTIONS
By: _____________________
"City"
CITY OF DIAMOND BAR
By: _____________________
IN WITNESS of this Agreement, the parties have executed this Agreement as of the
date first written above.
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EXHIBIT “A”
SCOPE OF WORK
SyTech Solutions shall perform “Document Preparation” as necessary to scan all
files. This includes removing all staples and paperclips, repair all torn documents
with non-reflective tape, straighten all folded plans and mount any irregular size
document on standard 8 ½” x 11” paper and otherwise make the documents
ready for processing.
Quality and Production Requirements
a. All data must be preserved in a form identical to, or functionally equal
to, the original record.
b. Documents contain a mix of single-sided and double-sided pages.
c. Documents contain a mix of black & white and colored pages.
d. Document preparation to include separation of documents from their
bindings prior to scanning. The records need to be rebound in their correct
order prior to returning them to the City.
e. Scanned images shall be placed on a File Transfer Protocol (FTP) site in
Laserfiche Briefcase (LFB) format only, allowing for importing of items into
the City’s Laserfiche repository. The City is currently running version 10.4 on
the Laserfiche server.
f. Each scanned image shall have a unique file name specified by the City.
g. Documents shall rotate to provide maximum readability (e.g. letters shall
be in proper orientation when document is displayed without rotation.)
h. Vendor shall use 300 dpi or higher for those documents where it is
required to meet the quality requirements.
i. The vendor shall not scan blank documents.
j. Vendor shall perform a consistency check on 20% of the images. This shall
include image clarity, orientation, and accuracy.
k. Vendor shall calibrate and maintain systems (maintain consistency of
output as described in ANSI/AIIM MS44-1988 (R1993) Recommended
Practice for Quality Control Image Scanners; ensure that scanning system
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is free from dust and other particles; maintain calibration through each shift;
use appropriate technical targets ad procedures as defined by
manufacturer).
l. Report and discuss any problem images that cannot be captured to meet
benchmark specifications.
m. A document may consist of one or many pages. If the document has
more than one page this document must be scanned as a single file multi-
page document.
n. Vendor must pick up and return original documents promptly according
to an established schedule.
o. Vendor invoices shall denote the number of scanned pages being billed
for the current invoice as well as the total number of pages billed to date.
p. Provide estimate of percentage of work complete by March 2024 for
budget planning purposes.
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Planet Bids Line Items
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Form Updated: 2/14/2023
BID EVALUATION AND AWARD FORM
DEPARTMENT:
ACCOUNT #:
EMPLOYEE NAME:
DATE:
PURCHASE TYPE:
DESCRIPTION OF PURCHASE:
BID SUBMISSION PERIOD:
LOWEST RESPONSIBLE BIDDER:
BID RESULTS (LOW TO HIGH):
* You may attach PlanetBids Bid Results for this section.
RANK VENDOR NAME BID AMOUNT
1
2
3
4
5
ATTACHMENTS:
Bid Responses
Contract (if necessary)
BID EXCEPTIONS: TYPE OF EXCEPTIONS:
Yes
No
NOTES/JUSTIFICATION FOR EXCEPTION (IF NECESSARY):
Signatures are required only for a purchase that requires one of the exceptions.
PROJECT MANAGER DEPARTMENT HEAD
FINANCE DIRECTOR CITY MANAGER
Dannette Allen City Manager's Office12/16/24 100-130-54900Professional Services - $45,000 and up
Citywide scanning services
8/15-9/6/24
SyTech Solutions
None
n
TSC LLC was the lowest bidder. Shortly after Council approved the agreement between
the City and TSC on May 7, 2024, TSC filed for bankruptcy. The agreement was
terminated shortly thereafter, before TSC provided any services.
Ryan McLean Digitally signed by Ryan McLean
Date: 2024.12.16 12:19:41 -08'00'
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City of Diamond Bar
Bid Results for Project City-wide Scanning Services (CM_2024_03)
Issued on 08/15/2024
Bid Due on September 06, 2024 2:00 PM (PDT)
Exported on 09/09/2024
Section/Bidder Bid Amount Responsive
Section 1
TSC LLC $5,812.00
SyTech Solutions $7,398.01
Raycom Data Technologies, Inc $7,450.00
Crisp Imaging $7,770.23
Friedman Imaging $7,787.50
ECS Imaging, Inc.$7,807.50
ARC Document Solutions, LLC $8,227.70
MetaSource, LLC. $9,473.83
omni pro, inc $11,075.32
GRM Information Management Services Inc.$15,975.02
Officemotive $20,801.06
MonMass, Inc $48,305.00
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