HomeMy WebLinkAbout1996-02-20; City Council; Resolution 96-63s
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RESOLUTION NO. 9 6 - 6 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA ACCEPTING A BID AND AUTHORIZING THE EXECUTION
OPERATED PHOTOCOPIER EQUIPMENT FOR THE CARLSBAD
LIBRARY
OF A CONTRACT FOR PROVISION AND MAINTENANCE OF COIN-
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Carlsbad, Califor
follows:
1. That the bid of Copy Vend Inc., 8910 Activity Road, Suite J, San Diego CA 92
hereby accepted for equipment and maintenance services for the period of March 1
through February 28, 1998, which may be renewed by the City Manager for two additior;
(1) year periods, with revised contract prices set by mutual agreement.
2. That the City Manager of the City of Carlsbad is hereby authorized and direc
execute a contract, a copy of which is attached hereto, for and on behalf of the City of Cai
PASSED, APPROVED AND ADOPTED by the City Council of the City of Carlsb:
regular meeting held on the 20th day of February , 1996, by the followinh
to wit:
AYES: Council Members Lewis, Nygaard, Kulchin, Finnila and Hall
NOES: None
ABSENT: None I @!?d(jf& CLAUDEA. LE S, Mayor
ATTEST:
ALWkfE
(SEAL)
I
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CONTRACT
THIS CONTRACT, made and entered into as of the 4?5& day o
, 19 76, by and between the CITY OF CARLSBAD, a municipa * ration, hereinafter referred to as "City", and COPY VEND INC., hereinafter referred to aL "contractor. 'I
RECITALS
The City requires a coin-operated equipment concession for photocopy equipment anc
microform viewing and copying equipment and the Contractor possesses the necessary skills
and qualifications to provide the services required by the City;
contained herein, City and Contractor agree as follows:
1. CONTRACTOR'S OBLIGATIONS
The Contractor's obligations shall be as described in Bid Number 6 and associated
documents, and in the Contractor's bid proposal, both in their entirety which are attachments to
and part of this contract. Changes to the contract documents and the Contractor's obligations
will be processed as described in paragraph 4 of this contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
2. FEES TO BE PAID TO CONTRACTOR
All fees collected by the contractor will originate from collections using coin operated
machines. This sole compensation will cover work completed by the Contractor as described
in the contract documents. No other compensation for services will be allowed except those
items covered by contract supplements per Paragraph 4, "Changes in Work."
3. DURATION OF CONTRACT
This contract shall extend for a period of three years from the date of execution. The
contract may be extended by the City Manager for two additional one (1) year periods or parts
thereof, based upon a review of satisfactory performance and the City's needs. The parties
shall prepare extensions in writing indicating effective date and length of the extended
contract.
4. CHANGES IN WORK
If, in the course of the contract, changes seem merited by the Contractor or the City,
and informal consultations with the other party indicate that a change in the conditions of the
contract is warranted, the Contractor or the City may request a change in contract. Such
changes shall be processed by the City in the following manner: A letter outlining the required
changes shall be forwarded to the City by the Contractor to inform them of the proposed
changes along with a statement of estimated changes in charges. If agreed to, a
supplemental amendment to the contract shall be prepared by the City and approved by the
City according to the procedures described in Carlsbad Municipal Code Section 3.28.172.
Such supplemental contract shall not render ineffective or invalidate unaffected portions of the
contract.
5. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any company or
person, other than a bona fide employee working for the Contractor, to solicit or secure this
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contract, and that Contractor has not paid or agreed to pay any company or person, other thar
a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any othei
consideration contingent 'upon, or resulting from, the award or making of this contract. Foi
breach or violation of this warranty, the City shall have the right to annul this contract withou
liability, or, in its discretion, to deduct from the contract price or consideration, or otherwise
recover, the full amount of such fee, commission, percentage, brokerage fees, gift, 01
contingent fee.
6. NONDISCRIMINATION CLAUSE
nondiscrimination.
7. TERMINATION OF CONTRACT
In the event of the Contractor's failure to prosecute, deliver, or perform the work a$
provided for in this contract, the City may terminate this contract for nonperformance bi
notifying the Contractor by certified mail of the termination of the contractor.
8. DISPUTES
If a dispute should arise regarding the performance of work under this contract, the
following procedure shall be used to resolve any question of fact or interpretation not otherwise
settled by contract between parties. Such questions, if they become identified as a part of a
dispute among persons operating under the provisions of this contract, shall be reduced to
writing by the principal of the Contractor or the City . A copy of such documented dispute shall
be forwarded to both parties involved along with recommended methods of resolution which
would be of benefit to both parties. The City or principal receiving the letter shall reply to the
letter along with a recommended method of resolution within ten (10) days. If the resolution
thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be
forwarded to the Office of the City Manager for resolution. The City Manager may then opt to
consider the directed solution to the problem. In such cases, the action of the City Manager
shall be binding upon the parties involved, although nothing in this procedure shall prohibit the
parties seeking remedies available to them at law. This contract shall be governed by the laws
of the State of California.
9. SUSPENSION OR TERMINATION OF SERVICES
This contract may be terminated by either party upon tendering thirty (30) days written
notice to the other party. In the event of termination, the Contractor shall be paid for copies of
acceptable quality made prior to the termination date. The City shall make the final
determination as to the portions of tasks completed and the compensation to be made.
10. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein as an independent
contractor and not as an employee of the City. Contractor shall be under control of the City
only as to the result to be accomplished, but shall consult with the City as provided for in this
contract. The persons used by the Contractor to provide services under this contract shall not
be considered employees of the City for any purposes whatsoever.
The Contractor is an independent contractor of the City. The payment made to the
Contractor pursuant to the contract shall be the full and complete compensation to which the
Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf
of the Contractor or hidher employees or subcontractors. The City shall not be required to pay
any workers' compensation insurance or unemployment contributions on behalf of the
Contractor or his/her employees or subcontractors. The Contractor agrees to indemnify the
City for any tax, retirement contribution, social security, overtime payment, unemployment
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The Contractor shall comply with California State law and United States law regardins
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payment or workers' compensation payment which the City may be required to make on behalf
of the Contractor or any employee or subcontractor of the Contractor for work done under this
contract.
The Contractor shall be aware of the requirements of the Immigration Reform and
Control Act of 1986 and shall comply with those requirements, including, but not limited to,
verifying the eligibility for employment of all agents, employees, subcontractors and
Consultants that are included in this contract.
11. HOLD HARMLESS CONTRACT
The City, its officers, and employees shall not be liable for any claims, liabilities,
penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor foi
personal injuries or death caused by, or resulting from, any intentional or negligent acts, errors
or omissions of Contractor or Contractor's agents, employees, or representatives. Contractoi
agrees to defend, indemnify, and save free and harmless the City and its officers anc
employees against any of the foregoing claims, liabilities, penalties or fines, including liabilities
or claims by reason of alleged defects in any plans and specifications, and any cost, expense
or attorney's fees which are incurred by the City on account of any of the foregoing.
12. ASSIGNMENT OF CONTRACT
thereunder without the prior written consent of the City.
13. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this contrac
by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions oi
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 b)
Contractor. Nothing contained in this contract shall create any contractual relationship
between any subcontractor of Contractor and the City. The Contractor shall bind ever)
subcontractor and every subcontractor of a subcontractor by the terms of this contrac
applicable to Contractor's work unless specifically noted to the contrary in the subcontract ir
question approved in writing by the City.
14. PROHIBITED INTEREST
No official of the City who is authorized in such capacity on behalf of the City tc
negotiate, make, accept, or approve, or take part in negotiating, making, accepting, o
approving of this contract, shall become directly or indirectly interested personally in thi:
contract or in any part thereof. No officer or employee of the City who is authorized in suct
capacity and on behalf of the City to exercise any executive, supervisory, or similar functions ir
connection with the performance of this contract shall become directly or indirectly interestec
personally in this contract or any part thereof.
15. VERBAL CONTRACT OR CONVERSATION
No verbal contract or conversation with any officer, agent, or employee of the City
either before, during or after the execution of this contract, shall affect or modify any of thc
terms or obligations herein contained nor entitle the Contractor to any additional paymen
whatsoever under the terms of this contract.
16. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 11, "Hold Harmless Contract," all terms
conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, an(
each of their respective heirs, executors, administrators, successors, and assigns.
The Contractor shall not assign this contract or any part thereof or any monies due
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17. EFFECTIVE DATE
This contract shall be effective on and from the day and year first written above.
18. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or to receivc
written notice on behalf of the City and on behalf of the Contractor in connection with the
foregoing are as follows:
For City: Purchasing Officer or
Library Director
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad CA 92008
For Contractor: President
Copy Vend Inc.
8910 Activity Rd, STE J
San Diego CA 92121
19. INSURANCE
The Contractor shall obtain and maintain policies of general liability insurance, automobile
liability insurance, and a combined policy of worker's compensation and employers liabilitj
insurance from an insurance company authorized to do business in the State of California
which meets the requirements of City Council Resolution No. 91-403 in an insurable amount oi
not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the
City Attorney or the City Manager. This insurance shall be in force during the life of this
contract and shall not be canceled without thirty (30) days prior written notice to the City seni
by certified mail.
The City shall be named as an additional insured on these policies. Additional insurec
status of the City and cancellation provisions shall be evidenced by the attachment 01
additional insured endorsement documents to certificates of insurance. The Contractor shal
furnish these documents to the City before commencement of work.
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20. FALSE CLAIMS
in the California False Claims Act, Govemm
The Contractor may be subject to Civil penalties for the filing of false claims as set forth
sections 12650, et seq., and Carlsbad *a Municipal Code Sections 3.32,025, et seq.
20. BUSINESS LICENSE
of the contract.
Contractor shall obtain and maintain a City of Carlsbad Business License for the duratior
Executed by Contractor this kb dayof b , 19 76 .
&kW \.nlc.
CONTRACTOR: CITY OF CARLSBAD, a municipal
corporation of the State of California
(name of Contractor)
By: ATTEST:
hjAhic?;l ~uiS !?i%kF&i
n (sign here)
(print namekitle) -
By: d&d-
(sign here)
\ BE,,&wJ \- k.As lkd?&Wy
(p tin t namehi t le)
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. I1
only one officer signs, the corporation must attach a resolution certified by the secretary 01
assistant secretary under corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
RONALD R. BALL
City Attorney
r
BY
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., C 116 ORNIA ALLPURPOSE ACKNOWLED & NT
State of California
I Countyof Lh h-cm I
On 3ICeISb before me, hbWl/c\ sww, (Name, 'l'itle ofNotary mer) (Date)
c personally appear4 Sfi - T. LLUJ i'5
Name of Signer@)
L/
9
- personally known to me OR proved to me on the basis of satisfactory evidence to be the peri
whose name@ is/- subscribed to the within instrumenl
acknowledged to me that h-y executed the sa%
his/lm&hr * authorized capacity(*), and that by hiskw
signature@ on the instrument the persono, or entity upon beh
which the persona) acted, executed the instrument.
WITNESS my hand and official seal. *;
- 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 pre
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
- Individual
DESCRIPTION OF ATTACHED DOCUMENT
vmmy edM*U.--u-
Title(s) Title or Type of Document
Date of Document
- Partner(s) - Limited 5
- General Number of Pages - Attorney-in-Fact - Trustee(s) - GuardianIConsewator - Other:
SIGNER IS REPRESENTING:
Name of person(s) or Entity(ies) Signer(s) other than named above.
*Vmd %L.
Notary Acknowledgement Page I of 1
October 1994
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RESOLUTION OF BOARD OF DIRECTORS
OF
COPY VEND, INC.
The Directors of COPY VEND, INC. , a California corporation, having met at
Special Meeting of the Board of Directors, on March 7, 1996 unanimously adoptec
approved, and consented to the following resolution:
>e
RESOLVED: Brian T. Lewis, as President of the Corporation, is herebl
given all powers, rights and authority to unilaterally ente
into a contract with the City of Carlsbad on behalf of thl
Corporation. k--- Dated: M&lLai (0. /qy,&
BRIAN T. LEWIS, SECRETARY