HomeMy WebLinkAboutL + L Printers / A Copy World / Matson, Mary J; 2005-11-04;ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR
ANNUAL COPYING AND DOCUMENT SERVICES
THIS ASSIGNMENTPND ASSUMPTIQN AGREEMENT ("Assignment Agreement") is made and
entered into this LP-).L1 day d -w , 2009, by and between the CITY OF
CARLSBAD, a political subdivision of the: State op~alifornia ("City), MARY J. MATSON, D.B.A. A
COPY WORLD, a sole proprietorship ("Assignor") and L + L PRINTERS, L.L.C., A Limited Liability
Company ("Assignee"), and is made with reference to the following facts
RECITALS
A. On November 4, 2005, the City and Assignor entered into that certain Professional
Services Agreement concerning Annual Copying and Document Services (the "Agreement").
B. Paragraph 24 of the Agreement allows Assignor to assign rights and obligations under
the Agreement upon written approval of the City.
C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee
desires to accept assignment of Assignor's interest in the Agreement and City consents to the
assignment of the interest in the Agreement from Assignor to Assignee.
NOW, THEREFORE, incorporating the above recitals and in consideration of the covenants and
obligations set forth herein, the parties hereto agree as follows:
1. Assignment Assignor hereby assigns to Assignee all Assignor's rights and obligations as
set forth in the Agreement.
2. Assumption Assignee hereby assumes all of the Assignor's rights and obligations as set
forth in the Agreement.
3. City Consent City hereby agrees and consents to the assignment of all of Assignor's
rights and obligations as set forth in the Agreement to the Assignee.
4. General Terms and Cgn-ditions The following general terms and conditions shalt apply to
this Assignment Agreement
4.1 Hold Harmless In addition to the hold harmless provisions contained within the
Agreement, Assignee 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 this Assignment Agreement caused by the willful misconduct, or
negligent act, or omission of the Assignee.
4.2 Counterparts This Assignment Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
4.3 Successors and Assisn. It is mutually understood and agreed that this Assignment
Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither
rev 1128100
this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be
assigned by Assignee without the prior consent of City.
4.4 Governins Law. This Assignment Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with, the laws of the State of California.
4.5 Venue. Any action at law or in equity brought by either of the parties hereto for the
purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court
of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all
provisions of law providing for a change of venue in such proceedings to any other county.
4.6 Notice. Service of any notices, bills, invoices or other documents required or
permitted under this Assignment Agreement shall be sufficient is sent by one party to the other by United
States mail, postage prepaid and addressed as follows:
City Finance Director
City of Carlsbad, Finance Dept.
1635 FaradayAvenue
Carlsbad, CA 92008-731 4
Assignor Mary Matson
D.B.A. A Copy World
980BuenosAvenue
San Diego, CA 921 10
Assignee L + L Printers, LLC
6200 Yarrow Drive
Carlsbad, CA 9201 1
4.7 Nondiscrimination. During the term of this Assignment Agreement, the parties
shall comply with the state and federal laws regarding non-discrimination.
4.8 Authority. The parties executing this Assignment Agreement on behalf of City,
Assignor and Assignee each represent and warrant that they have the legal power, right and actual
authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof.
4.9 Severabilitv. Each provision, term, condition, covenant, andlor restriction, in whole
and in part, in this Assignment Agreement shall be considered severable. In the event any provision,
term, condition, andlor restriction, in whole and in part, in this Assignment Agreement is declared invalid,
unconstitutional, or void for any reason, such provision or part thereof shall be severed from this
Assignment Agreement and shall not affect any other provision, term, condition, covenant, andlor
restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall
continue in full force and effect.
rev. 1/28/00
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
V
-
Place Notary Seal Above
who proved to me on the basis of satisfactory evidence to
be the persol)Cs3 whose name is/are-subscribed to the
within instrument and ac rf"' nowledged to me that
he/- executed the same in hiskdhek authorized
capacity@$, and that by his/-r signaturewon the
instrument the personkS): or the entity upon behalf of
which the personHacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hagd gnd official seal. - ,
Signatur
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document ~JI+ and A Jr o mD+ 0-0 \ Title or Type of Document: 45s / hfljL+
Document Date: - Number of Pagesv IJ P -
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
Individual
Corporate Officer - Title(s):
Partner - Limited General
Attorney in Fact
Trustee
Guardian or Conservator
Other:
Signer Is Representing:
Signer's Name:
Individual
Corporate Officer - Title(s):
Partner - Limited General
Attorney in Fact
Trustee I Top of thumb here
Guardian or Conservator
Other:
Signer Is Representing: 1 I
02007 Nat~onal Notary Assocdlon. 9350 De Soto Ave , PO Box 2402 *Chatsworth. CA 91313-2402. www Nat~onalNotaryorg Item #5907 Reorder CallToll-Free 1-800-876-6827
AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR ANNUAL
COPYING AND DOCUMENT SERVICES
A COPY WORLD
mendment No. 3 is entered into and effective as of the st day of
, 2008, extending the agreement dated November 4, 2005 (the
"~greefnent") by and between the City of Carlsbad, a municipal corporation, ("City"), and Mary J.
Matson, d.b.a. A Copy World, a sole proprietorship, ("Contractor") (collectively, the "Parties").
RECITALS
A. On November 4, 2005, the Parties executed an Agreement for Annual Copying and
Document Services for a period of one (1) year with three (3) one year extensions; and
6. On October 31,2006, the Parties executed Amendment number one (1) to extend the
Agreement for an additional one (I) year ending on November 4,2007; and
C. On October 19, 2007, the Parties executed Amendment number two (2) to extend the
Agreement for an additional one (I) year ending on November 4,2008; and
D. The Parties desire to extend the Agreement for a period of one (1) year; and
E. The parties agree that the unit prices set forth in the Agreement will remain
unchanged.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (I) year ending on November 4,2009.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
(Remainder of Page Intentionally Left Blank)
City Attorney Approved Version # 05.22.01
-1 -
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR
~CLW @AU)PY~L/O/I'~. b~ ATTEST:
'(e-mail address)
**By:
(sign here)
(print nameltitle)
(e-mail address)
If required by City, proper notary 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:
City Attorney Approved Version # 05.22.01
-2-
AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR ANNUAL
COPYING AND DOCUMENT SERVICES
A COPY WORLD
This Amendment No. 2 is entered into and effective as of the /* day of d& , 2007, extending the agreement dated November 4, 2005 (the
"Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Mary J.
Matson, d.b.a. A Copy World, a sole proprietorship, ("Contractor") (collectively, the "Parties").
RECITALS
A. On November 4, 2005, the Parties executed an Agreement for Annual Copying and
Document Services for a period of one (1 ) year with three (3) one year extensions; and
B. On October 31,2006, the Parties executed Amendment number one (1) to extend the
Agreement for an additional one (1) year ending on November 4,2007; and
C. The Parties desire to extend the Agreement for a period of one (1) year; and
D. The parties agree that the unit prices set forth in the Agreement will remain
unchanged.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (I) year ending on November 4,2008.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
(Remainder of Page intentionally Left Blank)
City Attorney Approved Version # 05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR
(print nameltitle) I
~~~u,qa~o~~~o/ld. om
1 (e-mail bddress)
(sign here)
(print nameltitle)
(e-mail address)
ATTEST: '4"
If required by City, proper notary 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:
- ' Deputy City Attorney
City Attorney Approved Version # 05.22.01
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AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR ANNUAL
COPYING AND DOCUMENT SERVICES
A COPY WORLD
9 This Amendment No. 1 is entered into and effective as of the t 3) day of
, 200h, extending the agreement dated November 4, 2005 (the
"Agreement") by and between fhe City of Carlsbad, a municipal corporation, ("City"), and Mary J.
Matson, d.b.a. A Copy World, a sole proprietorship, ("Contractor") (collectively, the "Parties").
RECITALS
A. On November 4, 2005, the Parties executed an Agreement for Annual Copying and
Document Services; and
B. The Parties desire to extend the Agreement for an additional one (1) year beginning
on November 4,2006; and
C. The parties agree that the unit prices set forth in the Agreement will remain
unchanged.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one (1) year ending on November 4,2007.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
(Remainder of Page Intentionally Len Blank)
City Attorney Approved Version # 05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
(sign h )
City Manager or Mayor
[print nameltitle)
ATTEST: ' (e-mail address)
(sign here)
(print nameltitle)
(e-mail address)
If required by City, proper notary 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 6.
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:
RONA LD R.,B&J.,City Attorney
City Attorney Approved Version # 05.22.01
AGREEMENT FOR ANNUAL COPYING AND DOCUMENT SERVICES
A COPY WORLD
THIS AGREEMENT is made and entered into as of the F day of
, 20g, by and between the CITY OF CARLSBAD, a municipal
A Copy World , a sole proprietorship, ("Contractor").
RECITALS
A. City requires the professional services of a Contractor that is experienced
in copying and documentation services for preparation of various manuals, reports, and
other documents.
B. Contractor has the necessary experience in providing professional
services and advice related to copying and documentation services.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor 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 attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the dale
first above written. The City Manager may amend the Agreement to extend it for three
additional one year periods or parts thereof in an amount not to exceed one hundred
thousand dollars ($100,000) per Agreement year. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds
by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
City Attorney Approved Version #04.01.02
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
Contractor shall provide copy and document services per the prices contained on the
Bid Proposal page of Exhibit "A attached. No other compensation for the Services will
be allowed except for items covered by subsequent amendments to this Agreement.
The City reserves the right to withhold a ten percent (10%) retention until City has
accepted the work andlor Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services 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 will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will 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 thirty (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 agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will 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 will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will 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 and approved in writing by City.
City Attorney Approved Version #04.01.02
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. 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 attorneys 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.
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.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to or damage t~-~ro~ert~
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will 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".
I I Coveraqes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv 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 will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
City Attorney Approved Version #04.01.02
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of lnsurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, 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 to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of lnsurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
1 1. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
City Attorney Approved Version #04.01.02
4
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
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 under this Agreement.
For Citv: For Contractor:
Name GL- b~ 06 P~JXW Name /Vl&vl/ J. Md-s~n
Title 6urwe e./ A%~P&LPU Title o wiet2
Department EuV/pme P Address
City of Carlsbad S~btt;@ &+ Q2110
Address Lb 3 d- 6~4 d-+? flk Phone No. b fq, 275.556 0
@w~wn . Ct Fdm~
PhoneNo. ?k~.ha%-aXik~
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
City Attorney Approved Version #04.01.02
5
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will 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 will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the patties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
City Attorney Approved Version #04.01.02
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor 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 will 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 the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of 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 applies to
this Agreement and, 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 as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
City Attorney Approved Version #04.01.02
7
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, iong with the- purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. 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 Contractor to the terms and conditions of this Agreement.
CONTRACTOR
(sign h&)
J MA+SD~/O~J~~
(print nameltitle) /
**By:
(sign here)
(print nameltitle)
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: %-
ASS City Manageredihpr
ATTEST:
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.
Chairman,
President, or
Vice-President
"Group 6.
Secretary,
Assistant Secretary,
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:
RONALD R. BALL, City Attorney
By:
City Attorney Approved Version #04.01.02
9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California 1
county of SI) IJ bt ao 1 ". -
On @ 2005 , before me, E~g~lltd Sr)IV?O!. &
Dab
a7MY P06U C,
Nam and Tk d alkw (e.0.. %me m. t+,laty pl;blic)
personally appeared mAY 5huE .&ffrrccw
Nama(8) ol SbnM(s)
personally known to me
&roved to me on the basis of satisfactory evidence
to be the personlSfwhose nameHidp suMbed
to the within instrument and acknowledged to me that
pslShe/py executed the same in pherMr
authorized capacitym and that by merw
signature# on the instrument the persow, or the
entity upon behalf of which the persor)(a acted,
executed the instrument.
~hough me information below is not requid by law, Gy valuable to persons rewng on ttw document
and muld prevent haudulant removal and reanachment of this form to another document.
Descrlptlon of Attach
Title or Type of Document:
Document Date: Number of Pages: / 7
Signer(s) Other Than Named Above:
Capacity(ies) Claimed
Signer's Name:
-gd lndiiidual
0 Corporate 6fficer - Title(s):
partner^- Limited General
Attorney in Fact
Trustee
Guardian or Conservator
Other:
> -s.
Signer Is Representing: I - I
Signer's Name:
Individual
Corporate OMcer - Tlie(s):
Partner - Limited General
Attorney in Fact
T~Stee
Guardian or Conservator
Other: I I
Signer Is Representing: I
EXHIBIT "A"
REQUEST FOR BID
BID NO. 06-03 Bid Opening: August 24, 2005
11 :00 A.M.
FOR: ANNUAL COPYING AND DOCUMENT SERVICES
The City of Carlsbad is requesting bids for annual copying and document services per the
attached conditions and provisions, for the contract period beginning approximately September
1, 2005 through August 31, 2006. The exact starting date will be set at the time of the contract
award. By submitting a bid, you are making an offer to supply goods and services to the City of
Carlsbad.
Quantities listed on the Proposal Page are estimates only. These figures are based on last
year's orders and should not be construed as a commitment. No minimum or maximum is
guaranteed or implied.
BIDDER'S REQUIREMENTS
Orders will be picked up within 2 hours of notification. Orders must be completed and delivered
within two working days, (some orders will require same day service). All deliveries are F.O.B.
Carlsbad; no charges for pick up or delivery will be allowed.
Additionally, City employees may drop off orders directly to the vendor. The vendor will be
responsible for verifying the individual has a City Identification card. Invoices must include the
requester's name and City Department.
Completed orders will be shipped to the Purchasing Department or directed to any of several
delivery points in the City. There will be no minimum charge or minimum order size allowed. The
City reserves the right to reject and exchange any shipment or part thereof which is not of
acceptable quality.
Photo copy paper must contain a minimum 2O0I0 post consumer waste content. The bidder shall
provide the name and specifications regarding recycled content for the copy paper that is bid.
BID AWARD
I accordance with Carlsbad Municipal Code awards will be based on best value evaluation (not
lowest cost).
unit prices firm through the contract period ( ! 4~ 5
Yes no
THE CITY ENCOURAGES THE PARTICIPATION OF MINORITY AND WOMEN-OWNED BUSINESSES.
BID PROPOSAL - COPYING AND DOCUMENT SERVICES
EST QTY ONE SIDED TWO SIDED
COPY SERVICES
8% X 11 - per page 350,000
8% X 14 - per page 2,000
11 X 17 -perpage 7,500
8 % X 1 1 Color copy - per page 2500
Name & recycled content specifications of paper
COMB BINDING
%" Combs 200
1 " Combs 900
1 %I1 Combs 400
2" Combs 200
STAPLES &PPE& LFiT (;) 6000
COVERS
Front and back - copying on
front only 67# Vellum Bristol
colors or equal 8 vz K // 3000
3- HOLE PUNCH 15000
MYLAR FRONT COVER 250
6 45 each
+ 45 each
9 each t
9 each ,
'0 / per set
0 /5- per set
28 50 per 500
6 25- each
FOLDING 20,000
BLUEPRINT SERVICES
Bluelines or blueprint copies 250,000 ,075 per sq. ft. A; aor
/nc. per set
Edge Binding /m. per set
3tlfUVNF)tS 31"' J -- OPENED, WITNES; . .3 RECORDED:
City Attorney Approved Version #04.01.02
& 3
r/rv 10s ='p%
:@-TJ~?Y OW ~~ss~wM'O~N~~Q DATE .';rURE
OPTION TO RENEW
The City may desire to exercise an option to renew the Contract for four (4) additional one (1)
year periods. The City proposes that such renewal be contingent on a mutual agreement
between the City and the successful bidder.herein, such agreement to be confirmed sixty (60)
days prior to the termination of the contract period. Either the City or the bidder may at that time
decline to confirm the renewal of the Contract for any reason whatever, and such declination
would render the renewal option null and void.
Would the bidder accept an option to renew, subject to the above stated condition?
READ THE ATTACHED GENERAL PROVISIONS CAREFULLY; THEY ARE A PART OF YOUR BID.
The Representation and Certification form must be completed and returned with your bid
A sample agreement to be executed is attached for your information only, do not sign the
agreement. Please pay special attention to the insurance requirements. Evidence of proper
insurance must be received in the Purchasing Office before the contract will be awarded.
Submission of a signed bid will acknowledge your approval of the attached agreement as
written and your intent to sign same if you are awarded the contract.
Firm
TERMS: Address 5%'~~ BLJ~~os
GUARANTEE OF GOOD FAITH REQUIRED:
$ None (FAILURE TO SUBMIT
GUARANTEE OF GOOD FAITH WILL VOID
THE BID. SEE PARAGRAPH 5, GENERAL
PROVISIONS.)
City OM A/EG-O
state, (9 Zip qJ//u
Print Name L M~t~sd