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HomeMy WebLinkAbout1996-02-20; City Council; Resolution 96-63s I. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 20 21 19 22 23 24 25 26 27 28 a a 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 ci 0 0 e 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 Page 1 of 5 1 0 e 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 Page 2 of 5 The Contractor shall comply with California State law and United States law regardins e. 0 0 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 Page 3 of5 .* 0 0 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. 0.. 0.. 0.. 0.. 0.. 0.. 0.. Page 4 of 5 ,I 0 e 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 Page 5 of 5 ., 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 b e 0 .I , '1 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