HomeMy WebLinkAboutAllied Digital Services LLC; 2015-01-05;AGREEMENT FOR ITIL FOUNDATION TRAINING AND CERTIFICATION SERVICES
ALLIED DIGITAL SERVICES, LLC
^THIS AGREEMENT is made and entered into as of the day of
Saf\ucxrt^ 20/5". by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Allied Digital Services, LLC, a corporation, ("Contractor").
RECITALS
City requires the professional services of a trainer that is experienced delivering ITIL
Foundation training and certification services. Contractor has the necessary experience in
providing these professional services, has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Exhibit "A", attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed shall be twenty nine thousand five
hundred dollars ($29,500). No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement. City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or the Services
specified in Exhibit "A."
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct 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.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
City Attorney Approved Version 1/30/13
INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance,
and professional liability insurance from an insurance company authorized to transact the
business of insurance in the State of California which has a current rating in the Best's Key
Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at
least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless
otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will
obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the
City. Contractor will furnish certificates of insurance to the Contract Department, with
endorsements to City prior to City's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650,
et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further
acknowledges that debarment by another jurisdiction is grounds for the City of Cadsbad to
terminate this Agreement.
11 • JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any
disputes between the parties arising out of this Agreement is the State Superior Court, San
Diego County, California.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the prior written consent of City.
13. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment
will be in writing, signed by both parties, with a statement of estimated changes in charges or
City Attorney Approved Version 1/30/13
time schedule.
14. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractorto the terms and conditions ofthis Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By: ^ _LU By:
(sign here) City Manager or Mayor or Director
Charles McBride
S^'^>L- 6HftT"r. CVA\£p -TeCMNOLOCrsj (X^P"^
(print name/title)
ATTEST:
By:
(sign here) BARBARA ENGLESON
City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups:
Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREW^^^y Attorney
istant City Attorney
City Attorney Approved Version 1/30/13
EXHIBIT "A"
SCOPE OF SERVICES
The following services will be performed for the IT department of City of Carlsbad, California:
• ITIL foundation training for 30 IT resources
• ITIL foundation exam (EXIN) preparation for 30 IT resources
• ITIL foundation exam (EXIN) vouchers for 30 IT resources
ITIL Foundation Training
The ITIL training will be conducted onsite at a City of Carlsbad location. The training format will
be classroom based, instructor led training. The facilities and logistics (meeting room, projector,
and other meeting logistics) will be provided by the City of Carlsbad.
The training will be done in 2 batches of 15 attendees each. The duration ofthe training will be 2
days (8 hours per day) for each batch, followed by 1 day (8 hour day) of clarifications and
certification exam preparation. The training and exam preparations will happen on business days
(Monday through Friday, 9:00 AM to 5:00 PM)
ITIL Foundation exam preparation
The ITIL foundation exam preparation will be done for EXIN ITIL foundation exam. This
includes:
• A sample exam to be taken by the candidates
• Analysis of the result
• Discussion and explanation of the correct and incorrect responses
• Any clarification and queries post the training
ITIL Foundation exam vouchers
All attendees will be provided with login credentials for the EXIN Anywhere exam. EXIN will
conduct the exam with each individual attendee, and each individual taking the exam must meet
all EXIN exam rules and conditions. The examination rules and procedures will be explained to
the attendee in detail. The rules ofthe examination however, must be met orthe canclidate(s)
may be disqualified.
With EXIM Anywhere login credentials provided, attendees will be able to take the exam at their
convenience anytime in the next 30 days. At the end of each exam preparation day, attendees
have an option of taking the exam at the training conference room provided by the City.
The following information will be required to be provided for the attendee to enable their login
creation:
• First name
• Last name
City Attorney Approved Version 1/30/13
Initials
Name desired on the certificate Physical address
Phone number
E-mail address
Gender
Date of Birth
City of birth
Country of Birth
City of training so that the logins may be generated
Carlsbad will need to provide this information in an excel spreadsheet one week ahead ofthe
scheduled training date.
ITILTRAINING PRICING
The below table details the cost of the above services
ITIL Foundation training cost per batch (2 Days Training) Qty 2
ITIL Foundation exam preparation per batch (1 Day Training) Qty 2
ITIL Foundation Training course material Qty 30
ITIL Foundation Exam (EXIN Anywhere) Vouchers. Qty 30
Fee $29,500.00
In scope items
• Cost of the trainer, travel, lodging, meals, and boarding.
• Cost of the course material used during the training
• Cost of Sample exam(s)
• Exam enrollment
• The cost above assumes the training to be over contiguous business days
Out of scope components
• The cost of facility, meals, and other meeting logistics.
• The cost of the computer equipment / facility for the training and exam. Each person
taking the exam at the end of the Exam preparation session is expected to bring a
Computer supported by a Web camera and Microphone
City Attomey Approved Version 1/30/13