HomeMy WebLinkAbout1997-06-17; City Council; Resolution 97-487*
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RESOLUTION NO. 97-487
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE A CONTRACT FOR MICROCOMPUTER TRAINING
SERVICES WITH LIENHARD CONSULTING GROUP
WHEREAS, Information Systems has planned and budgeted to
replace the city wide email and calendar software; and
WHEREAS, in February 1997, Council authorized staff to proceed
with the conversion of all Macintosh computers at the Safety Center to PC’s; and
WHEREAS, in order to fully utilize the capabilities of both new
systems, all personnel will need to be trained on their use; and
WHEREAS, staff received proposals from four vend-ors to provide
training and selected Lienhard Consulting Group as the vendor best able to
provide the training required; and
WHEREAS, sufficient funds have been appropriated for computer
training on both the new Groupwise software and the new Safety Center PC
software and are available for the contract.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Carlsbad, California as follows:
1. That the above recitations are true and correct.
2. That the Mayor is hereby authorized to .execute the attached
contract, Exhibit A, between the City of Carlsbad and Lienhard Consulting Group
for microcomputer software training services.
3. That the fees and compensation for said services shall not
exceed $28,800 and shall be as described in the contract between the City of
Carlsbad and Lienhard Consulting Group.
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PASSED, APPROVED AND ADOPTED at a regular meeting of the
City Council on the 17th day of June , 1997, by the following vote, to wit:
AYES: Council Members Lewis, Finnila, Nygaard, Kulchin, and
NOES: None
ABSENT: None
Mayor
ATTEST:
-
ALETHA L. RAUTE
City Clerk (SEAL)
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AGREEMENT
THIS AGREEMENT is made and entered into as of the 27th day of
JUNE , 1997, by and between the CITY OF CARLSBAD, a municipal
corporation, hereinafter referred to as "City", and 1 j p hAK.,ci 4fl,rr2,MAf " ;. L,+ 1
hereinafter referred to as "Contractor."
RECITALS
City requires the services of a software training Contractor to provide the
necessary computer software training services for preparation of computer software
usage; and Contractor possesses the necessary skills and qualifications to provide the
services required by the City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. CONTRACTOR'S OBLIGATIONS
The Contractor shall train City staff in the use of Novell's Groupwise 5.1,
Microsoft Windows 95 and Microsoft Office 95. Training will be conducted in two 4-hour
sessions Monday through Thursday with sessions starting at 8:OOam and 1 :OOpm.
Contractor shall provide approximately 48 days of training and a "roaming" trainer
onsite to assist users for 8 days on an as needed basis. Contractor shall provide
training manuals for users and telephone support for 6 months from commencement of
training.
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2. CITY OBLIGATIONS
The City shall provide a training room with 10 personal computers with
GroupWise, Microsoft Windows 95 and Microsoft Office 95 software installed.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt of
notification to proceed by the City and be completed within 180 days of that date.
Extensions of time may be granted if requested by the Contractor and agreed to in
writing by the City. The City will give allowance for documented and substantiated
unforeseeable and unavoidable delays not caused by a lack of foresight on the part of
the Contractor, or delays caused by City inaction or other agencies’ lack of timely
action.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall be $28,800.
Contractor shall bill the City at a daily rate of $500 per trainer. No other compensation
for services will be allowed except those items covered by supplemental agreements
per Paragraph 8, “Changes in Work.” The City reserves the right to withhold a ten
percent (10%) retention until the project has been accepted by the City.
Incremental payments will be made as follows:
Contractor shall submit invoices bi-weekly to the City for payment.
5. DURATION OF CONTRACT
This agreement shall extend for a period of 180 days from date thereof. The
contract may be extended by the City Manager for one additional one (1) year period or
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parts thereof, based upon a review of satisfactory performance and the City's needs.
The parties shall prepare extensions in writing indicating effective date and length of the
extended contract.
6. PAYMENT OF FEES
Contractor shall submit hidher invoice for work performed on a bi-weekly basis
and payment of approved items on the invoice shall be mailed to the Contractor within
30 days of receipt of the invoice.
7. FINAL SUBMISSIONS
Intentionally left blank.
8. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the
City, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Contractor or the City may request a change
in contract. Such changes shall be processed by the City in the following manner: A
letter outlining the required changes shall be forwarded to the City by Contractor to
inform them of the proposed changes along with a statement of estimated changes in
charges or time schedule. A Standard Amendment to Agreement shall be prepared by
the City and approved by the City according to the procedures described in Carlsbad
Municipal Code Section 3.28.172. Such Amendment to Agreement shall not render
ineffective or invalidate unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any
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company or person, other than a bona fide employee working for the Contractor, to
solicit or secure this agreement, and that Contractor has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting
from, the award or making of this agreement. For breach or violation of this warranty,
the City shall have the right to annul this agreement without liability, or, in its discretion,
to deduct from the agreement price or consideration, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee.
IO. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarding
nondiscrimination.
1 I. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the work
as provided for in this contract, the City Manager may terminate this contract for
nonperformance by notifying the Contractor by certified mail of the termination of the
Contractor. The Contractor, thereupon, has five (5) working days to deliver said
documents owned by the City and all work in progress to the City Information Systems
Manager. The Information Systems Manager shall make a determination of fact based
upon the documents delivered to City of the percentage of work which the Contractor
has performed which is usable and of worth to the City in having the contract
completed. Based upon that finding as reported to the City Manager, the Manager shall
determine the final payment of the contract.
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This agreement may be terminated by either party upon tendering thirty (30)
days written notice to the other party. In the event of such suspension or termination,
fW2J" nnllnmt n€ +hn Pihr th4 g r 0 -AhYXF"I tk VN~ nrndJ#3 and PY+~PW,-
in order for proper filing and closing and deliver said product to City. In the event of
termination, the Contractor shall be paid for work performed to the termination date;
however, the total shall not exceed the lump sum fee payable under paragraph 4. The
City Manager shall make the final determination as to the portions of tasks completed
and the compensation to be made.
12. DISPUTES
If a dispute should arise regarding the performance of work under this
agreement, the following procedure shall be used to resolve any question of fact or
interpretation not otherwise settled by agreement between parties. Such questions, if
they become identified as a part of a dispute among persons operating under the
provisions of this contract, shall be reduced to writing by the principal of the Contractor
or the City Information Systems Manager. A copy of such documented dispute shall be
forwarded to both parties involved along with recommended methods of resolution
which would be of benefit to both parties. The City Information Systems Manager or
principal receiving the letter shall reply to the letter along with a recommended method
of resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to the
aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for
their resolution through the Office of the City Manager. The City Council may then opt
to consider the directed solution to the problem. In such cases, the action of the City
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Council shall be binding upon the parties involved, although nothing in this procedure
shall prohibit the parties seeking remedies available to them at law.
13. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the City must be
asserted as part of the contract process as set forth in this agreement and not in
anticipation of litigation or in conjunction with litigation. The Contractor acknowledges
that if a false claim is submitted to the City, it may be considered fraud and the
Contractor may be subject to criminal prosecution. The Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act, provides for
civil penalties where a person knowingly submits a false claim to a public entity. These
provisions include false claims made with deliberate ignorance of the false information
or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks
to recover penalties pursuant to the False Claims Act, it is entitled to recover its
litigation costs, including attorney's fees. The Contractor acknowledges that the filing of
a false claim may subject the Contractor to an administrative debarment proceeding
wherein the Contractor may be prevented to act as a Contractor on any public work or
improvement for a period of up to five years. The Contractor acknowledges debarment
by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor
from the selection processFqd(lnitia1)
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026,
3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference.
(Initial)
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14. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor's own
way as an independent Contractor and in pursuit of Contractor's independent calling,
and not as an employee of the City. Contractor shall be under control of the City only
as to the result to be accomplished, but shall consult with the City as provided for in the
request for proposal. The persons used by the Contractor to provide services under this
agreement shall not be considered employees of the City for any purposes whatsoever.
The Contractor is an independent Contractor of the City. The payment made to
the Contractor pursuant to the contract shall be the full and complete compensation to
which the Contractor is entitled. The City shall not make any federal or state tax
withholdings on behalf of the Contractor or hidher employees or subcontractors. The
City shall not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of the Contractor or hidher employees or
subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax,
retirement contribution, social security, overtime payment, unemployment payment or
workers' compensation payment which the City may be required to make on behalf of
the Contractor or any employee or subcontractor of the Contractor for work done under
this agreement or such indemnification amount may be deducted by the City from any
balance owing to the Contractor.
The Contractor shall be aware of the requirements of the Immigration Reform
and Control Act of 1986 and shall comply with those requirements, including, but not
limited to, verifying the eligibility for employment of all agents, employees,
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subcontractors and Consultants that are included in this agreement.
15. CONFORMITY TO LEGAL REQUIREMENTS
Intentionally left blank.
16. OWNERSHIP OF DOCUMENTS
Intentionally left blank.
17. REPRODUCTION RIGHTS
Intentionally left blank.
18. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorney fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by
any of them or anyone for whose acts any of them may be liable, except where caused
by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad.
Contractor shall at its own expense, upon written request by the City, defend any
such suit or action brought against the City, its officers, officials, employees and
volunteers. Contractors indemnification of City shall not be limited by any prior or
subsequent declaration by the Contractor.
19. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies
due thereunder without the prior written consent of the City.
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20. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this
contract by the Contractor, Contractor shall be fully responsible to the City for the acts
and omissions of Contractor's subcontractor and of the persons either directly or
indirectly employed by the subcontractor, as Contractor is for the acts and omissions of
persons directly employed by Contractor. Nothing contained in this contract shall
create any contractual relationship between any subcontractor of Contractor and the
City. The Contractor shall bind every subcontractor and every subcontractor of a
subcontractor by the terms of this contract applicable to Contractor's work unless
specifically noted to the contrary in the subcontract in question approved in writing by
the City.
21. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this agreement, shall become directly or indirectly interested personally in
this contract or in any part thereof. No officer or employee of the City who is authorized
in such capacity and on behalf of the City to exercise any executive, supervisory, or
similar functions in connection with the performance of this contract shall become
directly or indirectly interested personally in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
City, either before, during or after the execution of this contract, shall affect or modify
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any of the terms or obligations herein contained nor entitle the Contractor to any
additional payment whatsoever under the terms of this contract.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all
terms, conditions, and provisions hereof shall inure to and shall bind each of the parties
hereto, and each of their respective heirs, executors, administrators, successors, and
assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written
above.
25. CONFLICT OF INTEREST
The City has determined, using the guidelines of the Political Reform Act and the
City's conflict of interest code, that the Contractor will not be required to file a conflict of
interest statement as a requirement of this agreement. However, Contractor hereby
acknowledges that Contractor has the legal responsibility for complying with the
Political Reform Act and nothing in this agreement releases Contractor from this
responsibility.
26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract and any
and all amendments insurance against claims for injuries to persons or damage to
property which may arise out of or in connection with performance of the work
hereunder by the Contractor, his agents, representatives, employees or subcontractors.
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Said insurance shall be obtained from an insurance carrier admitted and authorized to
do business in the State of California. The insurance carrier is required to have a
current Best's Key Rating of not less than "A-:V" and shall meet the City's policy for
insurance as stated in Resolution No. 91-403.
A. Coveraqes and Limits.
Contractor shall maintain the types of coverages and minimum limits
indicated herein, unless a lower amount is approved by the City Attorney or City
Manager:
1, Comprehensive General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply
separately to the work under this contract or the general aggregate shall be twice the
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for
Contractor's work for the City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
3. Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of $1,000,000 per accident for bodily injury.
4. Intentionally left blank.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
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agreement contain, or are endorsed to contain, the following provisions.
I. The City shall be named as an additional insured on all policies
excluding Workers' Compensation.
2. The Contractor shall furnish certificates of insurance to the City
before commencement of work.
3. The Contractor shall obtain occurrence coverage.
4. This insurance shall be in force during the life of the agreement and
any extension thereof and shall not be canceled without 30 days prior written notice to
the City sent by certified mail.
5. If the Contractor fails to maintain any of the insurance coverages
required herein, then the City will have the option to declare the Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order that the required coverages may be maintained. The Contractor is
responsible for any payments made by the City to obtain or maintain such insurance
and the City may collect the same from the Contractor or deduct the amount paid from
any sums due the Contractor under this agreement.
/
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27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of the City and on behalf of the Contractor in connection with
the foregoing are as follows:
For City:
I\ L r-' ! Title zt%';j f ;:,c,\, i c r; ~i~!+<!,., j P-T\~Q,~.P\ >,,.(- >
Name wc :&<?.i \ 3 4- 2s L" <. j i .P!
/'
Address \7?S (-&\<S., p-, i.: t ?\ \iCi../;. b(' .?. ,
!.
&f- \ \ i:?,ql CA q q&;G) db
For Contractor: Title t w -.I 1~ ~e? /&J 7 n ./ C[/2JC,AP,
Name \i I9 P? P / [,:PA A4 ,Q/
Address P:wo C~.,)//FrnLCAf flM4 P/dA
qc i. \ // - /I-"
ArchitecVLicense Number:
ArchiteWLicense Number:
28. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
29. ENTIRE AGREEMENT
This agreement, together with any other written document referred to or
contemplated herein, embody the entire agreement and understanding between the
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parties relating to the subject matter hereof. Neither this agreement nor any provision
hereof may be amended, modified, waived or discharged except by an instrument in
writing executed by the party against which enforcement of such amendment, waiver or
discharge is sought.
Executed by Contractor this 2 ?& day of ,I9 q7
CONTRACTOR: CITY OF CARLSBAD, a municipal
/ 16 ? of the State of C . 1 pL7~~~rc opdC,/, Hf> 3 i r. 8~ (name of Contractor) d U
L
ATTEST:
By:
(sign here) R. [?A,
ALETHA L. RAUTENKRANZ (print namehitle) City Clerk
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If only one
officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary
under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL City Attorney
; ,'
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BY ,/A 2 mi/ '
l' !,' Deputy City Attorney
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., CALIFORNIA ALL-PURPOS 9 ACKNOWLEDGMENT * I
I State of 8rvszhcrci
County of V
On 6 124/97 before me, /dU,m f;?s7&, 12/&vU p&&,
personally appeared L&mdeIl F. Fern brcj 7
0 personally known to me - OR - . proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s@ le
subscribed to the within instrument and ac-
knowledged to me tha-executed
the same in @k:/tbu-authorized
capacity(ies), and that by @Mr/tW
signature(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
I DATE M , TIT&F OFFICER - E G.. "JANE DOE.~JOTARY PUBLIC"
d NAME(S) OF SIGNER(S)
Though the data below is not required by law, it may prove valuable to persons relying on the document and could preven
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
0 CORPORATE OFFICER
TITLE@)
NUMBER OF PAGES
__~.~_
~ """".""_ "".".. ~~ ...-..-..---
".". ". """ ." DATE OF DOCUMENT
~. ." """. ____"________
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTIW(IES)
". . . ~ . . ~~~~ """""
SIGNER(S) OTHER THAN NAMED ABOVE
81993 NATIONAL NOTARY ASSOCIA 1 ION - 8236 H(?vilnct Ave fj 0 f3ox 7184 - Carloga Park. CA 913C