HomeMy WebLinkAboutBender Engineering; 2000-09-11;AGREEMENT
(Bender Engineering)
THIS AGREEMENT is made and entered into as of the 11th day of
September I 2000, by and between City OF CARLSBAD, a municipal
corporation, hereinafter referred to as “City”, and BENDER ENGINEERING, a
corporation, hereinafter referred to as “Contractor.”
RECITALS
City requires the services of a maintenance management Contractor to provide
the necessary services for the purchase and implementation of a Computerized
Maintenance Management System (CMMS) for City’s Facilities Maintenance Division;
and Contractor possesses the necessary skills and qualifications to provide the services
required by City;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. CONTRACTOR’S OBLIGATIONS
Contractor will provide the MainStar Maintenance Management System, Version
8.4, hereafter referred to as SOFTWARE and will provide services as described in the
attached “Exhibit A”, entitled “SCOPE OF SERVICES”, which is incorporated herein by
reference. Contractor will also provide software maintenance services as described in
the attached “Exhibit C”, entitled “SOFTWARE MAINTENANCE AGREEMENT” which is
incorporated herein by reference and which shall survive the expiration of this
Agreement.
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2. CITY OBLIGATIONS
City shall be responsible for such information, services, and support described in
the attached “Exhibit B”, entitled “CITY’S RESPONSIBILITIES”, which is incorporated
herein by reference.
3. PROGRESS AND COMPLETION
The work under this Agreement will begin within ten (10) days after Agreement
signing and be completed within one hundred eighty (180) calendar days of that date.
The Public Works Manager/General Services may grant extensions of time if requested
by Contractor and agreed to in writing. The Public Works Manager/General Services
will give allowance for documented and substantiated unforeseeable and unavoidable
delays not caused by a lack of foresight on the part of Contractor, or delays caused by
City inaction or other agencies’ lack of timely action.
When work is completed, Contractor shall submit to City a written notification
listing the tasks completed. After receiving said notification, City shall have ten (10)
working days to test the CMMS to ensure that it is working properly in accordance to
“Exhibit A” and without failures. If City accepts the CMMS, a written letter confirming
City’s acceptance will be sent to Contractor, and City will release the 10% retention, as
stated in Paragraph 4 below, to Contractor.
4. FEES TO BE PAID TO CONTRACTOR
As further described in attached “Exhibit D”, which is incorporated herein by
reference, the total fee payable for the services to be performed shall be $50,000. No
other compensation for services will be allowed except those items covered by
supplemental agreements per Paragraph 7, “Changes in Work.” City reserves the right
to withhold a ten percent (10%) retention until City has accepted the project.
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City may increase the number of user licenses as agreed upon in this
Agreement. An increase in the number of user licenses will be reflected by written
amendment to this Agreement, pursuant to Paragraph 7 below. Contractor agrees to
sell and install additional user licenses to City at a fee of $5,000.00 per user license. In
addition, Contractor agrees to sell and install additional Software modules to City at a
fee of $3,500.00 per module. City understands that the fee for certain specialty
modules will exceed the standard fee for modules mentioned above.
5. DURATION OF CONTRACT
This Agreement shall extend for a period of one year from date thereof. The
Agreement may be extended by City Manager for two additional one (1) year periods or
parts thereof. Extensions will be based upon a review of satisfactory performance and
City’s needs. The parties shall prepare extensions in writing indicating effective date and
length of the extended Agreement.
6. PAYMENT OF FEES
Payment of approved items on the invoice shall be mailed to Contractor within 30
days of receipt of the invoice.
7. CHANGES IN WORK
If, in the course of the Agreement, changes seem merited by Contractor or City,
and informal consultations with the other party indicate that a change in the conditions
of the Agreement is warranted, Contractor or City may request a change in Agreement.
Such changes shall be processed by City in the following manner: A letter outlining the
required changes shall be forwarded to 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 City and
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approved by 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.
6. WARRANTIES.
The warranties enumerated in this Paragraph 8 shall commence upon
City’s acceptance of the software and remain in effect for one year after acceptance or
the term of any maintenance agreement signed by the parties, whichever is longer. A
breach of any of these warranties by Contractor shall constitute a Material Breach under
this Agreement. This Paragraph 8 shall survive the expiration of the Agreement.
Warranties:
A. Contractor has title to the Software.
B. The Software will be free of known viruses, worms and Trojan
horses, and any code designed to disable the Software because of the passage of time,
alleged failure to make payments due, or otherwise (except for documented security
measures such as password expiration functions);
C. During the Warranty Period, the Software will perform in conformity
with the Specifications and Requirements. Specifications and requirements shall mean:
All written or electronic materials relating to the use or function of the software are
provided by Contractor to City or generally made available by Contractor, including but
not limited to reference, user, installation, systems administration and technical guides
and manuals, and functional and technical specifications. Contractor will, at its
expense, correct any errors in the software attributable solely to Contractor or their
assigned or sub-contracted parties.
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D. All Documentation is in all material respects complete and
accurate, and will enable information technology professionals and other City
employees with ordinary skills and experience to utilize the Software for all purposes for
which it is being acquired by City. The Documentation will be updated to reflect all
releases of the Software and any and all other modifications, enhancements, updates,
error corrections, improvements and the like provided by Contractor, and all such
updates will be of equal or greater quality to the initial Documentation provided to City
and will be delivered to City within thirty (30) days after the release, modifications,
enhancements, updates, error corrections or improvements to which the Documentation
update applies has been delivered to City;
E. The Software products are and will be general release versions that
have been fully tested at Contractor’s site in accordance with industry standards, and
are not beta or pre-release versions; and
F. All work performed by Contractor and/or its subcontractors
pursuant to this Agreement shall meet industry accepted standards of excellence, and
shall be performed in a professional and workmanlike manner by staff with the
necessary skills, experience and knowledge.
9. ADDITIONAL SERVICES
City may require additional services on a project by project basis to assist with
operation and/or desired functionality of the CMMS. When additional services are
requested, Contractor will provide City with a written proposal for each requested
project, which may be accepted or rejected by City. If accepted by City in writing, and
upon completion of the project, Contractor shall submit an invoice to City for approval.
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10. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for 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, 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.
11. COMPLIANCE WITH LAWS AND ORDINANCES.
Contractor agrees to make itself aware of and comply with all local, state and
federal ordinances, statutes, laws, rules and regulations applicable to the performance
of its obligations under this Agreement, including but not limited to all applicable federal,
state and/or local laws regarding employment practices and discrimination.
12. DISPUTES
If a dispute should arise regarding the performance of work under this
Agreement, the following procedure shall be used to resolve any questions of fact or
interpretation not otherwise settled by agreement between parties. The project
manager of Contractor or City’s Public Works Manager/General Services, if they
become identified as a part of a dispute among persons operating under the provisions
of the Agreement, shall reduce such questions, to writing a letter. 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. Either
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the project manager or the Public Works Manager/General Services receiving the letter
shall reply to the letter along with a recommended method of resolution within ten (10)
business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a
letter outlining the disputes shall be forwarded to City Council 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 Council shall be binding upon the parties
involved, although nothing in this procedure shall prohibit the parties from seeking
remedies available to them at law.
13. TERMINATION OF CONTRACT
Along with the other remedies available City in this Agreement, in the event of
Contractor’s failure to prosecute, deliver, or perform the work as provided for in this
Agreement, the City Manager may terminate this Agreement for nonperformance by
notifying Contractor by certified mail of the termination of the Agreement. Contractor,
thereupon, has five (5) working days to deliver all computer programs, files,
documentation, data, media related material, any other materials and equipment owned
by City and all work in progress to the Public Works Manager/General Services. The
Public Works Manager/General Services shall make a determination of fact based upon
the materials delivered to City of the percentage of work, which Contractor has
performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding as reported to the City Manager, the City Manager shall
determine the final payment of the Agreement.
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,
upon request of City, Contractor shall assemble the work product and put same in order
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for proper filing and closing and deliver said product to City. In the event of termination,
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 of this Agreement. The
City Manager shall make the final determination as to the portions of tasks completed
and the compensation to be made.
14. SUSPENSION OF SERVICES
Notwithstanding anything to’the contrary in this Agreement, in the event that City
disputes in good faith an allegation of default by Contractor, Contractor agrees that it
will not terminate this Agreement or suspend or limit any of its performance obligations
or warranties or repossess, disable or render unusable the software, unless 1) the
parties agree in writing, or 2) an order of a court of competent jurisdiction determines
otherwise.
15. ASSIGNMENT.
Contractor shall not assign this Agreement or any part thereof or any monies due
there under without the prior written consent of City. Any assignment attempted without
the written consent of the other party shall be void. For purposes of this Agreement, the
term “assignment” shall include any transfer of rights or obligations under this
Agreement to a successor by merger or consolidation or to any person or entity that
acquires all or substantially all of Contractor’s capital stock or assets, and shall include
Contractor’s assignment of this Agreement to any person or entity to which Contractor
transfers any of its rights in the Software.
16. CLAIMS AND LAWSUITS
Contractor agrees that any contract claim submitted to City must be asserted as
part of the contract process as set forth in this Agreement and not in anticipation of
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litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. 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 City seeks to recover penalties pursuant to the False Claims Act,
it is entitled to recover its litigation costs, including attorney’s fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative
debarment proceeding wherein Contractor may be prevented to act as a Contractor on
any public work or improvement for a period of up to five years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to disqualify
Contractor from the selection process. zp (Initial) 2-p (Initial)
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) (Initial)
17. JURISDICTION
Contractor agrees and hereby stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this Agreement is San
Diego County, California.
18. STATUS OF CONTRACTOR
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 City. Contractor shall be under control of City only as to the result to
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be accomplished, but shall consult with City as provided for in the request for proposal.
The persons used by Contractor to provide services under this Agreement shall not be
considered employees of City for any purposes whatsoever.
Contractor is an independent contractor of City. The payment made to
Contractor pursuant to the Agreement shall be the full and complete compensation to
which Contractor is entitled. City shall not make any federal or state tax withholdings on
behalf of Contractor or its employees or subcontractors. City shall not be required to pay
any workers’ compensation insurance or unemployment contributions on behalf of
Contractor or its employees or subcontractors. Contractor agrees to indemnify City
within 30 days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers’ compensation payment which City may be required
to make on behalf of Contractor or any employee or subcontractor of Contractor for
work done under this Agreement or such indemnification amount may be deducted by
City from any balance owing to Contractor.
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, subcontractors and
Consultants that are included in this Agreement.
19. INDEMNIFICATION.
To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City and City’s officers, agents and employees from and against any
and all loss, damages, obligations, liabilities and expenses (including reasonable
attorneys’ fees) that arise directly or indirectly from:
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A. any infringement of any United States or Canadian copyright,
trademark or patent, or misappropriation of the trade secrets of any third party, in
connection with the Licensed Product (or any allegation of any of the foregoing)
(“Infringement Claims”); or
B. any act(s) of negligence or willful misconduct by Contractor or any
of its agents, employees or subcontractors (or any allegations of any of the foregoing),
including but not limited to any liability caused by an accident or other occurrence
resulting in bodily injury, death, sickness or disease to any person(s) or damage or
destruction to any property, real or personal; or
C. City’s refusal to produce any document or information described in
Paragraph C of “Exhibit B” pursuant to a request to review public city records, after
receiving a request for such item and after being instructed by Contractor not to produce
it; or
D. any claims by any persons or entities supplying labor or material to
Contractor in connection with the performance of Contractor’s obligations under this
Agreement (“Labor and Material Claims”).
Indemnity for Infringement Claims shall be contingent upon City: 1) giving
prompt notice to Contractor of any such Infringement Claim(s) which Contractor is
otherwise unaware of; 2) Contractor having control over the defense of such action,
provided City shall have input as to all matters affecting City; and 3) City reasonably
cooperating in the defense of such action.
If an Infringement Claim occurs, Contractor shall within thirty (30) days
after receipt of the City’s written notice of such claim or the date on which Contractor
first becomes aware of such claim, whichever is sooner, either: 1) procure for City the
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right to continue using the affected product, service or component and deliver or provide
such product, service or component to City; or 2) repair or replace the infringing project,
service or component so that it becomes noninfringing, provided that the performance of
the Software or any component thereof shall not be adversely affected by such
replacement or modification. In the event Contractor is unable to comply with either
subsection 1) or 2) of this paragraph within the thirty (30) day time period described
above, City shall have the right to terminate this Agreement for default. In the event of
such termination, in addition to any other remedies available to City at law, under this
Agreement or otherwise, Contractor shall pay to City within ten days of City’s notice of
termination a pro rata portion of all License Fees paid as of the date of termination .
This Paragraph 19 shall survive termination or expiration of this Agreement.
20. SUBCONTRACTING
If Contractor shall subcontract any of the work to be performed under this
Agreement by Contractor, Contractor shall be fully responsible to 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 Agreement shall create any
contractual relationship between any subcontractor of Contractor and City. Contractor
shall bind every subcontractor and every subcontractor of a subcontractor by the terms
of this Agreement applicable to Contractor’s work unless specifically noted to the
contrary in the subcontract in question approved in writing by City.
21. PROHIBITED INTEREST
No official of City who is authorized in such capacity on behalf of City to
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
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approving of this Agreement, shall become directly or indirectly interested personally in
this Agreement or in any part thereof. No officer or employee of City who is authorized
in such capacity and on behalf of City to exercise any executive, supervisory, or similar
functions in connection with the performance of this Agreement shall become directly or
indirectly interested personally in this Agreement or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of City,
either before, during or after the execution of this Agreement, shall affect or modify any
of the terms or obligations herein contained nor entitle Contractor to any additional
payment whatsoever under the terms of this Agreement.
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 19 “Indemnification,” 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. LIQUIDATION OF CONTRACTOR
In the event that Contractor (or a surviving company in the event of merger or
sale of Bender Engineering) is liquidated, dissolved, or ceases to carry on business on
a regular basis, City will have a perpetual, irrevocable, nonexclusive, license, title and
right of ownership to the Software (inclusive of source code and all other
documentation) subject to City agreement that it will not, at any time, market the
Software. City will have the right to purchase the source code from escrow in the
amount of $3,500.00.
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25. EFFECTIVE DATE
This Agreement shall be effective on and from the day and year first written
above.
26. CONFLICT OF INTEREST
City has determined, using the guidelines of the Political Reform Act and City’s
conflict of interest code, that 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.
27. PERFORMANCE BOND
As security for vendor performance under this Agreement, Contractor will furnish
a performance bond, executed on the form attached hereto as “Exhibit E”, by a surety
company duly authorized to do business in California with a rating in the most recent
Best’s Rating Guide of at least A-:V, in an amount at least equal to one hundred percent
(100%) of the Agreement price for Bender Engineering MainStar Maintenance
Management System and related services totaling $50,000.00.
26. INSURANCE
Contractor shall obtain and maintain for the duration of the Agreement 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 Contractor, his agents, representatives, employees or subcontractors.
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
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current Best’s Key Rating of not less than “A-Y and shall meet 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 ,OOO,OOO 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 Agreement 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 City). $1 ,OOO,OOO 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 ,OOO,OOO per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to
Contractor’s profession with limits of not less than $500,000 per claim. Coverage shall
be maintained for a period of five years following the date of completion of the work.
B. Additional Provisions.
Contractor shall ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions.
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1. City shall be named as an additional insured on all policies
excluding Workers’ Compensation and Professional Liability.
2. Contractor shall furnish certificates of insurance to City before
commencement of work.
3. Contractor shall obtain occurrence coverage, excluding
Professional Liability which shall be written as claims-made 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
City sent by certified mail.
5. If Contractor fails to maintain any of the insurance coverages
required herein, then City will have the option to declare 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. Contractor is responsible for
any payments made by City to obtain or maintain such insurance and City may collect
the same from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
29. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of City and on behalf of Contractor in connection with the
foregoing are as follows:
For City: Title Public Works Manaoer/General Services
Name Dow Duncanson
Address 405 Oak Avenue
Cartsbad. California 92008
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For Contractor: Title Proiect Manaser
Name Dimitrv Poretskv
Address 3535 Farquhar Avenue
Los Alamitos, California 90720
30. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the Agreement.
31. LIQUIDATED DAMAGES
A. If Contractor fails to deliver the software and services according to the
Implementation Schedule set forth in “Exhibit A” or as modified by mutual agreement
according to Section 7 of this Agreement; or is found to be in Material Breach of this
Agreement, City will provide written notification of such failure or Material Breach to
Contractor. Contractor will then have ten (10) business days to cure such failure or
Material Breach to City’s satisfaction or appeal the notification to City Council pursuant
to Paragraph 12 of this Agreement. In the event that Contractor does not correct said
failure or Material Breach within the applicable cure period, liquidated damages in the
amount of TWO HUNDRED FIFTY dollars ($250.00) per day may be imposed upon
Contractor and subtracted from any amounts then due and payable or, if no amounts
are due and payable then, paid by Contractor to City within sixty (60) business days.
Any failures by Contractor that are due to the City’s delay in the completion of tasks for
implementation of the System will not be considered a Material Breach of this
Agreement, and the Contractor will not be imposed of liquidated damages.
B. The parties acknowledge that it would be impractical or extremely difficult to fix
actual damages in the case of Contractor’s default, and that the amount of damages
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specified in this Paragraph 31 is a reasonable and complete estimate of City’s damages.
Contractor recognizes that Contractors prompt response to notices of default and
continued commitment to its obligations under this Agreement for which penalties can be
imposed, is of critical importance to City. In initialing below, both parties agree that the
amount of liquidated damages set forth in this Paragraph 31 is the best reasonable
estimate of the cost to City of a violation or breach of this Agreement.
CITY: LICENSEE:
2P
(Initials) (Initials)
32. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to, attached
or contemplated herein, along with the purchase order for this Agreement and its
provisions, embody the entire agreement and understanding between the parties
relating to the subject matter hereof. In case of conflict, the terms of the Agreement
supersede the purchase order. 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.
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Executed by Contractor __ .s ofppd day of &U&A;- - ,20@.
ATTEST: I
APPROVED AS TO FORM:
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for
corporations. 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.)
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, I , Ali-Purpose AcknowledenLcnt I ”
State of
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before me, DAVID C. lAUlUfzEN
I NAMEOF NOTARY PUBLIC
personally appeared, ~%?No v J@ .R e !~?fiEKy I
NAME(S) OF SIGNER(S)
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personally known to me- or- Ei proved to me on the basis of satisfactory evidence to
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the instrument the person@, or the entity upon l&@f of
which the person@ acted, executed the instrument.
Witness mu hand and official seal.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and prevents
fraudulent reattachment of fhis form.
Capacity Claimed By Signer(s)
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Date of Document: &yt9t7
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Signer is Representing:
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A.
B.
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G.
EXHIBIT A
SCOPE OF SERVICES
COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM
The Contractor grants to the City five (5) nonexclusive, nontransferable, perpetual
user licenses for use of the MainStar Maintenance Management System, Version 8.4,
hereinafter referred to “Software”, for Facilities Management. Said license shall
continue in full force and effect beyond the terms of this contract. All application
software will be provided in executable form. The Contractor will also provide three
(3) copies of all user and technical documentation relating to the Software, which may
be reproduced by the City for internal use, distribution and training purposes.
The City is hereby granted the right to use the Software according to the terms and
conditions of the Contract, and Contractor will install and implement the Software
Modules in the City’s muti-site, wide area network environment in accordance with
their (the Contractor) pricing and service proposal.
Contractor warrants that the software will perform the features and functions
contained in the City’s Computerized Maintenance Management System (CMMS)
Request for Proposal (RFP) System Requirements Matrix. Attached hereto as
Attachment A and Attachment B and incorporated herein by reference. In addition,
Contractor warrants the Software is capable of retrieving all types of work orders
within ten seconds or less.
Contractor agrees to provide three days of on-site training to unlimited number of
trainees at times and places mutually agreed upon by the parties, and shall furnish all
training materials necessary to accomplish the training of City personnel in the use of
the Software.
Contractor agrees to provide a toll free telephone number for technical support
services. The telephone numbers will be available yearly and from 7:00 a.m. to 5:00
p.m., Monday through Friday, excluding holidays.
Contractor agrees to provide web and e-mail interface as part of the Software System
that will enable the City to transfer information from the web page or e-mail message
into a CMMS Work Order requisition screen without re-entering the data. The
Software will also be capable of sending an automated status report back to the
requester, as well as allowing for communication to vendors and suppliers. This is
an important feature of the CMMS. The Contractor must demonstrate to City
that these capabilities are working and functioning before requesting payment.
Contractor acknowledges that City will move its computers (servers) and the
Software to another site, and that the City may move its software to another computer
(server) that may be acquired some time in the future.
20
-
EXHIBIT A
H. Contractor agrees that City will acquire non-exclusive title to Software in this
contract, including all source codes, if Contractor ceases to do business.
I. Contractor agrees to permit City to install new releases of the Software for testing
purposes, prior to installation in production, or training for purposes. This may require installation of Software on a separate server and/or desktop PC’s.
Contractor will perform the following Software implementation tasks.
PHASE I
1. Preliminary meeting to discuss City objectives and information flow.
2. Meeting with the City to define work order processing.
3. Meeting with the City to discuss the inventory control system that will be integrated with
the work ordering system.
4. Conduct a walk through with City to familiarize them (the Contractor) with the City’s equipment layout.
5. Develop a strategy for getting City personnel involved in the implementation process.
6. Meeting with City personnel to explain the benefits and goals.
7. Assign areas of responsibilities
8. Conduct interviews with City personnel to define areas of concern and the level of
cooperation.
9. Create implementation team and define areas of responsibilities.
10. Prioritize tasks.
PHASE II
1. Establish location coding system.
2. Establish equipment coding system.
3. Establish building maintenance worker coding system
4. Discussion with City personnel on hourly rates (standard industry vs. City
employees).
5. Establish subsystems coding procedures.
6. Establish template coding system.
PHASE III
1. Assets Survey Completion
PHASE IV
1. Establish Preventative Maintenance (PM) task, excluding parts. 2. Establish PM starting dates for each piece of equipment and the service frequency.
3. Review the collected information with the implementation team member and provide
any necessary changes.
PHASE V 1. Enter data into the computer.
2. Generate PM schedule.
21
_-
Attachment “A” to Exhibit “A”
Contractor completed and submitted the attached System Requirements
Matrix (Attachment A) as part of the RFP submission requirements for
the CMMS. Contractor used the following codes as to whether their
system had the feature indicated.
Code
3
Usage
This feature is available in the existing system without anv
customization.
2 This feature will be made available as part of a new release.
indicate the date when that feature will be available in the
Date column of the matrix.
1 This feature can be made available as a customization.
indicate the date when that feature will be available in the
Date column of the matrix.
0 This feature is not available.
22
-
Attachment 66A’9 to Exhibit “A”
lemodemswPort I lP1 I I I
rwl Illseraeiinable stenclerd rep
_ ~. hits (Generate graphs fmmrep0~) 1-m
. I 131 I Texthnpcwt /export capebility (OOSC compliant) (31 II oata import/ eltport cepebilfty (OOBC compliant) t31 I -. lntarfaces Y
51 I lGmDl
19
2a
21 I I- ~-- ~~ --
22, 11 IVaadat&n of data UDon entw
Diinostic~~
I l-31 I . .-- ‘ I I 231 ICMMS System I I31 I I_
24 I- I I I I31 ! I I I
T I I-t fwitf, subaccountsJ I .fsl I I I --r- II , I p¢efi~~a-~ I isi I
I I 28 I I I I I
281 ICraSsiircefion I r-31 I I Manam9r I I IC31I I- “” ,
31 I I pYanner/(conhcror) . - - , ! 131 ! I ! I am 7 I 1 supervisof I I businessunit I 131 I I[311 - I- A G 34 IeulMFns I Li I 35 @lc. 111 .” 36 Abilitl 1 to direct printouts (including WO) to multiple sekted sites
1 Fecilities Planting Systems 131 I I I I Ir7lI I -4, I 451 lpayrdl I i3i
k, iirl I I Ganemt Leduer 131
47 GrepMc Ap~btions 131
46 Person& Human Resources I31 I L!! I Pm@i Management I31 I
SO PWCh8sing I31 I -
51 stores I 31
52 E-M4 PI
111 . Communication I 31 541 1 I I I I I I Ic) FuWW - -plrrrahp. ‘999 23
II a
a a
,
CD ! -
bl
Attachment CgA99 to Exhibit “An
AIt31 c D E F G
P
s I . 1 S Svsteolgeryrremerj& 8 $0
56 I I
‘56 2.SystunTachnlcalInhmtlm
51 IUser-Defined Fletda
2’ IUnMtedNotes&TtaxtonWofkOrden
67 3. EqiulFt Module Featums
se Eqdpmmtl.&tbldeul~tlarl
09 Equipment spedlicatbne & Palts Lkt
70 Equ@mentDocument~ent
f31
71’ Equlp-?-partr-- [Sl 72 Equ@ment Utlliza~on c 31 73 Warranty T-9 c.31
74 Energy Man-t systsmc Interface
7s Pmdlcuve Meintenance AnalYsh
761 ~FleetIVehkbUtUtzfith I 77 1 ~Haz&dous MatedaIs Traddng
Equipment Cost history
Histodd Cosi andandysh reportin
Equipment meintenance materials cost histcny
Eqm mfdnisnance materials usago hisfory
Equipment mabttwmnm k&or cost history
I31
I31
131
r31
01
E-nf Repsir Csuse history
86 Ehlr cbdillg
87 WI 3ment Downtime L Cause tracking -
rid biutcmatic updating (nacalctdatlng) of Task Labor E&hates I I f31 I I I 80 Ability to duplicate equipment info. I.31 I
80 Automatic Parts List update from parts used on Work Orders 01 I
91 ! I I I 92 I I
93 4. Work Order Module Featums
94 Preventive Maintenance WD B Scheduling t31.
95 Corrective I Work Request WO 131
96 Outsii Contractor Servkes tracking 131
97 Maintenance Scheduled by Days or Meters -
98 I PI Scheduled WO printed automatically or on demand
aa Llnalanned WO orinted on demand F ‘31
r31
.
ww ,‘.. r __.___ -- . . _ r.
loo Planning 6 Scheduling
101 Maintenance Labor 8 Parts Forecasting
hi _- C-
[?I
24
M k--l EndneUbIO. 1998
Attachment ‘A” to Exhibit LCA’9
1 D 1 F* I c lrrl 7 AlEI C
0
1 S Syem Re@eme&
llo2l I 131 1 -
I I I UJ I I I r?1 J I I
r~ lh~mmllc CEnmt atim21b (I
I Inn
,.,,..+“+codesbWKJPiOWSSi~ ‘3 b-u ..m-rr-rd L A-.rJlrr . ,“,“- .w.- .-=-...-.v- - - -w..--. A; I I I I I I I I Y-----l I -..-- u-*--u- "m-l..,- C-e&..-- I -L- rnM”,l l--~Y~IR I I I
IMaIn-PlocedureLibrary WI -
I I I 01
. . ..m..“~“...“...
!kcbdullngPM
DU Pad Aanmnd~
I31 131
[3 1 r31 I -a I I ts9mation r31 &Ml I--;- =‘Task Desaipiions I 31
!
ruDukmkBf#ln#lcwanui- fFr1
IL3 wuxw.-rm
124 Ability to Cob, . .-. .-- - --.-. -T-7-“-.- I I I I 125 MomaticAsse~~me4nt of PM ScMcWe Adherence I i3i I
II I; II a ;_1 a LII.
I .mC ~ReaetHJve WO tima skh I I n.?. I I I&W .--- -_-_ - - - I I 121 I
127 i ahilk fn arhdubr PM fask~ fnr rhu-Is\ m,,.., u m,-...l. .-. -- .-- -.-- -.-..\-, I r31 f LH I I
128
129
l n a Callbratlon Module Features
[Track equipment test resub x
132 I I
133 134 t kusmhn# U#dIl
136 1 “WW
137 cm
138 TDOI
139 Fuel u “YIW. I .Y”“Y.YW “.l.Y”...... I I I X
140 A!-- Bar cDlnng I 1-a ’ I l>J 1 I I I I
I .fiA *..bar.r4h e-aPmtL.hm mf d wn nrdr DI.4 I iat I I r21 I
I. r*rr..-, 1”““” lo Features I IParis a Mat&ala Inventory Conbd 131
1 C-CZJ& Labur 8 Parts Requirements 131
lb Inventmy Records from PR or PO when new itams am purchased 131
Mananemgnt b Conbd 131 -~ P CWhnr RDMI nepmil I Mli7diin I
7 I I I
(lW1 ,Muuml,xoub “~I1~0”“,, “I m ..” pol.r , I- Lamb I I 121 I I I
momatic Purch. R~Q. Creation
Automatic PO aeation
~..t-di~ mhpdkn -f nk (nr bon wn nYuJI,,Pllr r-wI”Y~Y”I, “I p-w .“I WV”.. . . w
1 Just-In-Time !nventory Planning
MinJMax., Min. Order. EOQ Reordering
Parts look-up by vendor, mfr. part #, stock part #
Alternate Darts loohm
I-. I=.- uurn- l%dn**o. IsQt 25
. 3
. I*
* ’ ,
Attachment “A” to Exhibit “A” .- i
I
I
U’
u
A 181 C D E F G H
S Svstm Retiremen& 5
p g #
1 3 3 $ $f DA1
1K hutc 6hl 1 ?l
~t~~~~~~Engclarhp.‘~ 26
-- m .k a _
a _. a -
m
-
Attachment “A” to Exhibit C6Ay9
Parts Warranty Tracking I
I r21 I hddna I I of Goods OeMvemd
‘207 IUser DeRnabie Reports using SQL t I 1-r 208
a
Abil#yb@mc-~spreadshea
uSerDeiined&ScheduledBatchReports
“Prht saeen” cauaMitv
01
[ 31
r31 -.- _ ___.__ -.-- car . I .I. I
2111 lmmntoty Restodchg Reports I 131 I henaorVVah.+ab~T~pe~b~Item r31 -- 212 I . - -. . -.-
213 I -
214
_ _. ---.----
227 leuilt-in data bachp & recovery prweduret!?
220 1 Ear-code inout & data manafwnent
Et (Datacompresslon6archive
1 Film I data retrieval from hiitotv
.
230 I. ---. ~-~~~ .
231 Copy data files from one environment b another (6.6. active to training) hi
232 Selective data file w capability r31
233 I
123$
rlr I I I I I.
1 Min- 1.0 installed svskems. ooeratha GVr. a 200.000 S.F. sites each I 131 I T I Min. 5 vears in CMMS business I r31 I I --r- 238 ___. ___ _ , __ _ ~~. .~ - - -. I
237 Min. S 250,000 in annual sales for past 3 years. i3i
236 Min. 5 people on staff , I31 . - 230 Min. 3 people in full-time Customer Support I Training group. 131
241 24 Hr On-site suport response time _ ta . - 241 -
242
243
244 TOTa T-i
I
rtli-i - 245 I
16 FacRim MwPlmmd En@dO. 1994 27
Attachment ccB” to Exhibit “A”
Contractor completed and submitted the attached System Requirements
Matrix (Attachment B) as part of the RFP submission requirements for
the CMMS. Contractor used the following codes as to whether their
system had the feature indicated.
Code
3
Usage
This service is available as part of your standard services
with your own full-time staff.
2 This service is an optional service available with your own
fulll-time staff.
1 This service is an optional service which will be provided v&
a sub-contractor. The subcontract must be identified as an
attachment of your submission.
0 This service is not available.
28
Attachment tcB99 to Exhibit “A”
A B C
1 dor Serviws Rem
2 1. Pre4nstdlrtlan swvices
ru 1-m lAlrMQ9S6t3VlSRSbY~SD9dBtDQ lJmntc6enta
-q Wsystemappllcatiqnmformpects 1
Sl PfoJect~nning, Manegement .X sl Pmlect PlannIna - Management Consultation r31
‘7 lnlplamsntaticmptannlng 131
6 Accepma test planning [?I m lmDlemerltauDn suPDDll I 71
I I tn.&w svstam acaulsition and installation
l-s-r I Formel trainmo course minted mstedal
5% r IAudb~itnininf~ aidsavdabls I- ----- ~--
23 llutorial programe avellable -1 I I Provide tumkev related software & har&are trainina I I I131 II
rml IRemote Dial-UD tech support via modem I I41 I I I I
1311 IRemate dlwnosls of wstem o~~nthl woblems [3J I 1 [?J 121 I
r 1P~~C~stbmizedSvstem Altemtlon on omaram
ctronlc Bulletin Board for users
lHardware repair sswkzes I- Remverv seNices I I I I x I I
ii,
-.----. .------- ----.~~~ I I ._
1 NW modules p.mvlded to users as system upgrades - !. - s l-xl IModule imwovements Drovlded as svstam uwrades free for 2 years
r53 17. Databasean . . td Eoubment Sewlces
T 1 Assist In defining Mnt’s database sbuctur+ pt. 1 I I i-j-l I i
ICI Fadlsr Man~mmnl EwhmW~& 1999 29
- ._
-;,
.I
. I
‘I
.’ ..s,
.L
. . L- : . :. - L . . I L . lb
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h.
a
lli .-. I lb ._’ .s a
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II
Is
I
Attachment “B” to Exhibit “A”
r IA!*! C 1 D 1 E 1 F IG]H I I I
30
[c) FIIwlr - EM. ‘QW
en& S Vendor-ices R
I -m
06 I f 1 i-i [I - .
EXHIBIT B
-,
CITY’S RESPONSIBILITIES
COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM
A. The City agrees to use the Software licensed under this Contract solely for its own use
on the City’s computer system(s), provided that any Software delivered by the
Contractor in machine readable form may be copied (text only) in whole or in part, in
printed or machine readable form, solely for the City’s own use for back-up and
archival purposes. Accompanying documentation and user guides may be reproduced
for internal use, distribution and training purposes only.
B. The City acknowledges that no title to or ownership of the Software or any of its parts
is transferred to the City and the City’s right to use the Software shall at all times be
subject to the restriction set forth in this Contract.
C. The City acknowledges that the Software, including modifications made by the
Contractor, constitutes valuable property and a trade secret of the Contractor and that
all marketing rights to the system and all modifications made by the Contractor
remain the Contractor’s property, whether or not any portion is or may be validly
copywritten. City, within its control and capacity, agrees to hold all of the Software
and related documentation in strictest confidence, agrees not to use them except in the
performance of this Contract, and agrees to release them only to employees requiring
the Software and related documentation and not to release or disclose them to any
other party, unless required to do so by a court of law or pursuant to applicable public
records statutes.
D. The City agrees to commit, if feasible, the City personnel necessary to facilitate the
implementation; however, any delay in the City’s completion of tasks shall not be a
considered a breach of this Contract.
31
EXHIBIT C
SOFTWARE MAINTENANCE AGREEMENT
(Bender Engineering)
THIS SOFTWARE MAINTENANCE AGREEMENT is made and entered into as
of the 11th day of September I 2000, by and between the
CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and
BENDER ENGINEERING, a corporation, hereinafter referred to as “Contractor.”
RECITALS
A. On , 2000, City and Contractor executed an Agreement for the
purchase and implementation of a Computerized Maintenance Management System
(CMMS) for City’s Facilities Maintenance Division (the “Agreement”).
B. Pursuant to Paragraph of the Agreement, Contractor has agreed to
provide maintenance and support services to City for the CMMS.
C. City and Contractor desire to memorialize the terms by which Contractor
shall provide the CMMS maintenance and support services.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
I. STANDARD MAINTENANCE
Other than third party products, Contractor agrees to provide City with a one (1)
year Warranty for the Software described in and licensed by the Agreement,
commencing with Contractor’s certification to City of the readiness of the Software.
Said Warranty is provided to City at no charge.
32
Upon the first annual renewal date after final acceptance of the Software, City
shall have the option of purchasing Contractor’s maintenance coverage for a period of
one (I) year and renewable annually unless terminated by City, pursuant to the terms
set forth herein.
As long as City is paying for maintenance with respect to the Software under the
terms set forth herein, Contractor shall provide to City at no additional cost the following
goods and services:
A. All program updates and additions for use with the Software, which are
developed by Contractor, provided, however, that no such program update or addition
shall materially impair the functionality or performance characteristics of the Software.
B. Phone-in consultation services in which City may request and receive
verbal information regarding the use of the Software. These services shall be available
as described in Section E of “Exhibit A” of the Agreement.
C. All program changes deemed necessary by City (including any program
updates and additions) to make the Software perform as described in the user guides,
provided, however, that no user guide update shall be effective to delete or reduce a
functional specification without City’s consent.
D. Maintenance services shall be provided with sufficient promptness in an
effort to avoid down-time. Any modifications not made by Contractor, and the results
caused thereby to the Software shall be the sole responsibility of City.
E. For the term of this Software Maintenance Agreement, Contractor shall
provide City, on a timely basis, with updates necessary for the CMMS to continue to
accomplish its principal computing functions and with updates reflecting improvements
made to the Software by Contractor. If City notifies Contractor that it suspects an error
33
in the CMMS, Contractor shall, as part of such support, use its best efforts to confirm
the existence of the error and correct it.
F. Contractor shall provide City with such modifications to the Software as
City may reasonably require to maintain the compatibility of the Software with new
releases or updates of the MainStar Maintenance Management System. Said
modifications shall be provided as part of the Software Maintenance Agreement at no
additional cost.
G. City will have the option, at the end of the first year Warranty under this
Agreement, to extend such maintenance from year to year. Should City not exercise
the option to extend maintenance beyond the first year of maintenance under this
Agreement, City retains the right to purchase at cost from Contractor any future
releases and/or enhancements to the Software, including modifications to the Software
to maintain its compatibility with new releases of the operating system.
II CHARGES
The charges for City’s maintenance coverage shall be based on a rate of 15%
($2,995.00) of th e undiscounted price of the Software as set forth in “Exhibit D”. All
maintenance charges are subject to annual increases provided that such increases
cannot be accessed during the term of such extended coverage. Annual increases in
maintenance coverage are limited to the increase in the previous year’s CPI for Urban
Wage Earners (all items) -Western Region or 2%, which ever is less.
//I
I//
Ill
Ill
34
Executed by Contractor this
CONTRACTOR:
LztwG&? &-$23? &f+- ti
(name of Contractor)
By:
(sign h&e) ’
day of &,&&‘/ Jm7 *
CITY OF CARLSBAD, a municipal
of the State of
(Proper notarial acknowledgment of execution by Contractor must be attached.
Chairman, president or vice-president and secretary, assistant secretary, CFO or
assistant treasurer must sign for corporations. 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.)
APPROQD AS TO FORM:
35
P , I ’
l All-Purpose Acknowledgmat
§
or-. n /Q, M before me,’ DAVID Cm LAURU’ZEN
DATE I NAhtE OF NOTARY PLJBLIC
personally appeared, 3 ‘nt]VY , I
NAME(S) OF SIGNFiR(S)
cl
personally known to me- or- El proved to me on the basis of satisfacfory evidence to
be the person# whose nameO-Cs~ubm*bed to the
within insfrumen t and acknowkdged to me tha@h
/4kej executd the sane ina k+h& author&d
capacity (ies), and that @~~II+#T& signature(s) on
the instrument the person Cg); or the entity upon behalf of
which the person@ acfed, executed the insfmnent.
Witness my hand and official seal.
OPTIONAL
Though fhe information below is not required by law, if may prove valuable to persons relying on the document and prevents
fraudulent reaffachmenf of this form.
Capacity Claimed By Signer(s)
TITLE OR TWEOF DOCUMENT
Number of pages: 9 f~,& 3 Z-3
Date of Document:
Signer(s) Other Than Named Above:
Partner(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Guardian/Conservator
Signer is Representing:
4
EXHIBIT D
The fees for the Software and services to be performed shall be as set forth below:
SOFTWARE/LICENSES
MainStar Maintenance Management System,
Version 8.4 for Facilities Management. (5 User License)
Web Interface
E-Mail Interface
IMPLEMENTATION
Phase I
Phase II
Phase III
Phase IV
Phase V
TRAINING
Training - 3 days
TECHNICAL SUPPORT SERVICES
Yearly support - toll free calls and all quarterly upgrades
15% of software costs.
TOTAL FEE:
$19,995.00
$ 0.00
$ 0.00
$4,652.00
$4,652.00
$4,652.00
$4,652.00
$4,652.00
$3,750.00
$2.995.00
$50,000.00
36
* PREMIUM BASED ON AL CONTRACT PRICE
Bond Number: 3SM 905 352 00
Premium: $750.00
EXHIBIT E
FAITHFUL PERFORMANCE/WARRANTY BOND
WHEREAS, the City Council of the City of Carlsbad, State of California, by Resolution
-No. 2000-256 , adopted Auqust 8, 2000 , has awarded to
-BENDER ENGINEERING, (hereinafter -designated as the “Principal”), a Contract to provide a
Computerized Maintenance Management System for the Facilities Maintenance Division .
in the City of Carlsbad, in strict conformity with the contract, the drawings and specifications, and
other Contract Documents now on file in the Office of the City Clerk of the City of Carlsbad, all of which are incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof re-
quire the furnishing of a bond for the faithful performance and warranty of said Contract;
NOW, THEREFORE, WE, BENDER ENGINEERING , INC. , as Principal,
(hereinafter designated as the “Contractor”), and AMERICAN MOTORISTS INSURANCE COMPANY
, as Surety, are held and firmly bound unto the City of Carlsbad,
in the sum of FIFTY THOUSAND Dollars ($50,000 .OO------ ), said sum being equal
to one hundred percent (100%) of the estimated amount of the Contract, to be paid to City or its cer- tain attorney, its successors and assigns; for which payment, well and truly to be made, we bind
ourselves, our heirs, executors and administrators, successors or assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the above bounden Contractor, their
heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and
well and truly keep and perform the covenants, conditions, and agreements in the Contract and any alteration thereof made as therein provided on their part, to be kept and performed at the time and
in the manner therein specified, and in all respects according to their true intent and meaning, and
shall indemnify and save harmless the City of Carlsbad, its officers, employees and agents, as
therein stipulated, then this obligation shall become null and void; otherwise it shall remain in full
force and effect.
As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s
fees, incurred by the City in successfully enforcing such obligation, all to be taxed as costs and in-
cluded in any judgment rendered.
Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract, or to the work to be performed thereunder or the specifications accompanying the
same shall affect its obligations on this bond, and it does hereby waive notice of any change, exten-
sion of time, alterations or addition to the terms of the contract or to the work or to the specifications.
37
. . I
. In the event that Contractor is an individual, it is agreed that the death of any such Contractor shall not exonerate the Surety from its obligations under this bond.
Executed by CONTRACTOR this /o
day of - &LJ%& ) 2ofW.
CONTRACTOR:
/&T.&J/L iFfi&-Y)w-~
(name of Contractor) u ’
J&%ti ll;“W&, kb+.ma (+#/-/I.
(Title and Orianization
By:
(sign here) z f%dw
(print name h&e)
Executed by SURETY this 1 lth day of
October ,20 00 .
SURETY:
American Motorists Insurance Company
(name of Surety)
7470 North Figueroa Street
Los Angeles, CA 90041
(address of Surety)
(3231257-8291
(telephone number of Surety)
KeAna D. Conrad
(printed name of Attorney-in-Fact)
(Attach corporate
power of attorney.)
resolution showing current
(Title and Organization of signatory)
(Proper notarial acknowledgment of execution by CONTRACTOR and SURETY 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 sec-
retary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
38
. *
* .m’ -1 /--
. * Alhuqpose Acknowledgnmt
State of
Countyoj &L.Yr §
/a- &W& beforeme, DAVID Cm IAURITZEN
NAME OF NOTARY PUBLIC I
personally appeared, Z/@Q V-Y RI &‘BM” I
NAME(S) OF SIGNER(S)
cl
personally known to me- or- 124 proved to me on the basis of satisfactoy evidence to
be the persor@ whose name(s~&,@&&bscribed to the
within instrument and acknowMged to me thaw
J&y executed the same i
capacity (ies), and that
the instrument the person(s), or the entity upon beharf of
which the person0 acted, executed the instrument.
Witness my hand and official seal.
OPTIONAL w
Though the information below is not required by law, it may prove valuable to persons relying on the document and prevents
fraudulent re&tachment of this form.
Twe or Title of Document Capacity Claimed By Signer(s)
Individual(s)
Corporate
OR TWEOF DDCUhIEtb
Number of pages:
Date of Document:
. P& ITILE
cl Partner(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . cl General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . cl Limited
0 Attorney-in-Fact
Signer(s) Other Than Named Above: cl Guardian/Conservator
cl Trusteek)
cl Other:
Signer is Representing:
n WI.296 Al?.4 Mail Centen an lndepndently Owned kOpentcd Fnnchk 0 19% AIM Mail Centem I-tUKby(IW45
State of California
County of Los Angeles
On m 1 1 m C. Clarkson No
NAME CER
personally appeared KeAna D. Conrad
NAME OF SIGNER
(XjPersonally known to me - OR -0
. . ..O~b....b...........~
CXLARKSON * COMM.#115443g i
NOTAW PUBLIC - CALIFORNIA LOS ANGELES COUNTY s
MY bnrn. Expires Sept. 5,2001 2 e
proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their author&d capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
” (SIGNATURE OF NOTARY)
OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
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CAPACITY CLAIMJZD BY SIGNER
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) 0 LIMITED
0 GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRJZSENTING:
NAME OF PERSON(S) OR ENTITY(W)
American Motorists Insurance Company
American Manufacturers Mutual Insurance Company Lumbermens Mutual Casualty Company
Lou Jones & Associates
DE!3CRIITION OF A’ITACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
DATE -DOCUMENT
c. +.-
iriiiIlren.
Home Office: Long Grove, IL 60049
POWER OF A-ITORNEY
Know All Men By These Presents:
That the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the American Manufacturers Mutua insurance Company, corporations organized and existing under the laws of the State of Ilinois, having their principal office in Long Grove
Illinois, (hereinafter collectively referred to as the “Company”) do hereby appoint
KeAna D. Conrad of Los Angeles, California*‘*““*““‘*““*‘*
their true and lawful agent(s) and attorney(s)-in-fact, to make, execute, seal, and deliver during the period beginning with the date of issuance
of this power and ending on the date specified below, unless sooner revoked for and on its behalf as surety, and as their act and deed:
Any and all bonds and undertakings provided the amount of no one bond or undertaking exceeds ONE
MILLION DOLLARS ($1 ,OOO,OOO.OO) *..**~*.***~t*.t*.~~**.***~******~******.~***~*.*.*.***.
EXCEPTION: NO AUTHORlTY Is granted to make, execute, seal and deliver any bond or undertaking which guarantees the payment or
collection of any promissory note, check, draft or letter of credit.
This authority does not permit the same obligation to be split into tvvo or more bonds in order to bring each such bond within the dollar limit
of authority as set forth herein.
This appointment may be revoked at any time by the Company.
The execution of such bonds and undertakings in pursuance of these presents shall be as binding upon the said Company as fully and amply
to all intents and purposes, as if the same had been duly exeouted and acknowledged by their regularly elected officers at their principal office in Long Grove, Illinois.
THIS APPOINTMENT SHALL CEASE AND TERMINATE WITHOUT NOTICE AS OF December 31,200i
This Power of Attorney is executed by authority of resolutions adopted by the Executive Committees of the Boards of Directors of the Company on February 23, 1988 at Chicago, Illinois. true and accurate copies of which are hereinafter set forth and are hereby certified to by the
undersigned Secretary as being in till force and effect:
“VOTED, That the Chairman of the Board, the President, or any Vice President, or their appointees designated in writing and filed with
the Secretary, or the Secretary shall have the power and authority to appoint agents and attorneys-in-fact, and to authorize them to execute on
behalf of the Company, and attach the seal of the Company thereto, bonds and undertakings, recognizances, contracts. of indemnity and
other writings, obligatory in the nature thereof, and any such officers of the Company may appoint agents for acceptance of process.”
This Power of Attorney is signed, sealed and certified by facsimile under and by authority of the following resolution adopted by the Executive Committee of the Boards of Directors of the Company at a meeting duly called and held on the 23rd day of February, 1988:
“VOTED, That the signature of the Chairman of the Board, the President, any Vice President, or their appointees designated in writing and filed with the Secretary, and the signature of the Secretary, the seal of the Company, and certifications by the Secretary, may be affixed by facsimile
on any power of attorney or bond executed pursuant to resolutlon adopted by the Executive Committee of the Board of Directors on February 23,
1988 and any such power so executed, sealed and certlffed with rasped to any bond or undertaking to which it is attached, shall continue to be valid and binding upon the Company.”
In Testimony Whereof, the Company has caused this instrument to be signed and their corporate seals to be affixed by their authorized offi~ec%
this July 7, 2000.
Attested and Certified: Lumbermens Mutual Casualty Company
American Motorists Insurance Company American Manufacturers Mutual Insurance Company
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Robert P. Hames, Secretary by J. S. Kemper, Ill, Exec.Vice President
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6 STATE OF ILLINOIS SS COlJNTY OF LAKE
I, Irene Klewer. a Notary Public. do hereby certify that J. S. Kemper, Ill and Robert P. Hames personally known to me to be the same persons
,&hose names are respectively as Exec. Vice President and Secretary of the Lumbermens Mutual Casualty Company, the American Motorists
insurance Company, and the American Manufacturers Mutual Insurance Company, Corporations organized and existing under the laws of the
State of Illinois. subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they being
thereunto duly authonzed signed, sealed with the corporate seals and delivered the said instrument as the free and VOlUntary act of said
corporations and as their own free and voluntary acts for the uses and purposes therein set forth.
My commission expires l-26-02
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:
“OFFICIAL SEAL” lf8nr Kl*wr I 4 Notlfyl’ubllc, State 0TllUt?0l8 p q ry Cmlwltrrlor rrpnn Jv\ m. mot b
~vvvv~vv~vvvv Irene Klewer. Notary Public
CERTIFICATION
I, J.K. Conway, Corporate Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance Company, and the
American Manufacturers Mutual Insurance Company, do hereby certify that the attached Power of Attorney dated July 7, 2000 on
behalf of the person(s) as listed above is a true and correct copy and that the same has been in full force and effect since the date thereof and is
in full force and effect on the date of this certfflcate; and I do further certify that the said J. S. Kemper, Ill and Robert P. Hames, who executed the Power of Attorney as Executive Vice President and Secretary respectively were on the date of the execution of the attached Power of Attorney
the duly elected Executive vice President and Secretary of the Lumbermens Mutual Casualty Company, the American Motorists Insurance
Company, and the American Manufacturers Mutual Insurance Company.
IN TESTIMONY WHEREOF. I have hereunto subscribed my name and afflxed the corporate seal of the Lumbermens Mutual Casualty Company, the American Motorists Insurance e Amerjqn Manufacturers Mutual Insurance Company on this
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fgiJ)@e p”;r
J. K. Conway, Corporate Secretary
This Power of Attorney limits the acts of those named therein to the bonds and undertakings specifically named
therein and they have no authority to bind the Company except in the manner and to the extent herein stated.
FK 0362 6-96 Power of Attorney - Term Printed In U.S.A
r
City of Carlsbad
Records Management Department
October l&2000
Mr. Dimitry Poretsky
Bender Engineering
3535 Farquhar Ave
Los Alimitos CA 90720
Re: CMM System for City Facilities Maintenance Div.
The City of Carlsbad has approved the agreement to provide the necessary services for the
purchase and implementation of a Computerized Maintenance Management Systems (CMMS)
for the City’s Facilities Maintenance Division.
The City has determined that you are not required to file a conflict of interest statement, however
please refer to section 26 of the referenced agreement for further details.
Debra Doerfler v Carlsbad City Clerk’s Office
Enclosure
1200 Carlsbad Village Drive - Carlsbad, CA 92008-l 989 - (760) 434-2808 @
Recording requested by: s445 DOC # 2001-0221301
CITY OF CARLSBAD
When recorded mail to:
City Clerk
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad CA 92008
RPR III 2001 II:27 fwl
rnICI# REm MN DIEul callm REamER’S OFFICE
NOTICE OF COMPLETION
Notice is hereby given that:
1. The undersigned is owner of interest or estate stated below in the property hereinafter
described.
2. The full name of the undersigned is City of Carlsbad, a municipal corporation.
3. The full address of the undersigned is 1200 Carlsbad Village Drive, Carlsbad, California
92008.
4. The nature of the title of the undersigned is: In fee.
5. A work of improvement on the property hereinafter described was completed on February
22,200l
8. The name of the contractor, if any, for such work of improvement is Bender Engineering, Inc.
7. The property on which said work of improvement was completed is in the City of Carlsbad,
County of San Diego, State of California, and is described as follows:
A Computerized Maintenance Management System for Facilities Maintenance - Contract No. FACOO-01
8. The street, address of said property is:
405 Oak Avenue, Carlsbad, California 92008
Public W$ks Manager/General Services
‘I, the undersigned say:
VERIFICATION OF CITY CLERK
I am the City Clerk of the City of Carlsbad, 1200 Carlsbad Village Drive, Carlsbad CA 92008;
the City Council of said City on April 3 2001 accepted the above work as
completed and ordered that a Notice of Completion beiiled.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on April 4 ,200i at Carlsbad, California
CITY OF CARLSBAD
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