HomeMy WebLinkAbout2008-312
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RESOLUTION NO. 2008- 11.2...
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
3 BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSULTANT
SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND
4 CALIFORNIA MUNICIPAL TECHNOLOGIES, INC., A CALIFORNIA CORPORATION,
FOR A COURSE MANAGEMENT REGISTRATION SOFI'W ARE SYSTEM PURSUANT
5 TO MUNICIPAL CODE SECTION 3.04.010.B.3, AND RATIFYING ACTION TAKEN
BETWEEN MARCH 31, 2008 AND THE DATE OF THIS RESOLUTION.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
7 SAN BERNARDINO AS FOLLOWS:
8 SECTION 1: The City Manager of the City of San Bernardino is hereby authorized to
execute on behalf of said City a Consultant Services Agreement with California Municipal
9 Technologies, Inc" a California Corporation, to provide a course management and common
registration software system referred to as "I Train", a copy of which agreement is attached hereto,
10 marked as Exhibit "A", and incorporated herein by reference as fully as though set forth at length.
11 SECTION 2: All actions taken pursuant to the agreement between March 31, 2008, and
the date of this resolution are hereby ratified.
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SECTION 3: This purchase is exempt from the formal contract procedures of Section
13 3.04.010 of the Municipal Code, pursuant to Section 3.04.01O.B.3 of said Code, "Purchases
approved by the Mayor and Common Council".
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SECTION 4: California Municipal Technologies, Inc. is a consultant having special skill
15 and knowledge in the performance of the service contemplated in the Agreement and the City of San
Bernardino desires to enter into Consultant Services Agreements with California Municipal
16 Technologies, Inc.
17 SECTION 5: The authorization to execute the above referenced Consultant Services
Agreement is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the
18 passage of this resolution.
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2008-312
I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE CITY MANAGER TO EXECUTE CONSULTANT
2 SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND
CALIFORNIA MUNICIPAL TECHNOLOGIES, INC., A CALIFORNIA CORPORATION,
3 FORA COURSE MANAGEMENT REGISTRATION SOFfW ARE SYSTEM PURSUANT
TO MUNICIPAL CODE SECTION 3.04.010.B.3, AND RATIFYING ACTION TAKEN
4 BETWEEN MARCH 31, 2008 AND THE DATE OF THIS RESOLUTION.
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6 joint
Common Council of the City of San Bernardino at a regular meeting thereof, held on the 4 tltlay
7
of Julv, 2008, by the following vote, to wit:
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COUNCIL MEMBERS:
9
ESTRADA
10
BAXTER
11
BRINKER
12
DERRY
13
KELLEY
14
JOHNSON
IS
MC CAMMACK
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AYES
NAYS
ABSTAIN ABSENT
x
x
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Rae el Clark, City Clerk
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The foregoing Resolution is hereby approved this IL!!!. day of August , 2008.
PAT CKJ. MO ayor
f San Bernardino
2008-3'12
CONSULTANT SERVICES AGREEMENT
SBETA I-TRAIN SOFTWARE PROGRAM
THIS AGREEMENT is made and entered into this ~day of August, 2008
("Effective Date"), by and between the CITY OF SAN BERNARDINO, a charter city ("City"), and
California Municipal Technologies, Inc, a California corporation ("CONSULTANT").
WITNESSETH:
A. WHEREAS, CITY proposes to have CONSULT ANT perform the services described
herein below; and
B. WHEREAS, CONSULTANT represents that it has that degree of specialized
expertise contemplated within California Government Code, Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated; and
C. WHEREAS, CITY and CONSULT ANT desire to contract for a course management
and common registration software system referred to as "I-Train", as described in the Scope of
Services, attached hereto as Exhibit "A"; and
D. WHEREAS, no official or employee of CITY has a financial interest, within the
provisions of California Government Code, Sections 1090-1092, in the subject matter of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. ScoDe of Services. For the remuneration stipulated, CONSULTANT shall provide
the professional services described in the Scope of Services attached hereto as Exhibit "A" and
incorporated herein by this reference. Additional services shall be provided at CITY's written request
as described in Programming Rate Schedule attached hereto as Exhibit "B" and incorporated herein
by this reference. If a conflict arises between the Proposal and this Professional Services Agreement
(hereinafter "Agreement"), the terms of the Agreement shall govern.
1.2. Professional Practices. All professional services to be provided by CONSULTANT
pursuant to this Agreement shall be provided by personnel identified in the Proposal and in a manner
consistent with the standards of care, diligence and skill ordinarily exercised by professional
consultants in similar fields and circumstances in accordance with sound professional practices.
CONSULT ANT also warrants that it is familiar with all laws that may affect its performance of this
Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT's
performance of this Agreement. CONSULTANT further represents that no CITY employee will
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provide any services under this Agreement.
1.3. W arrantv. CONSULT ANT warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws including, but
not limited to, those laws related to minimum hours and wages; occupational health and safety; fair
employment and employment practices; workers' compensation insurance and safety in employment;
and all other Federal, State and local laws and ordinances applicable to the services required under
this Agreement. CONSULTANT shall indemnify and hold harmless CITY from and against all
claims, demands, payments, suits, actions, proceedings, and judgments of every nature and
description including reasonable attorneys' fees and costs, presented, brought, or recovered against
CITY for, or on account of any liability under any of the above-mentioned laws, arising from or
related to CONSULT ANT's performance under this Agreement.
1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage
in, nor permit its officers, employees or agents to engage in, discrimination in employment of
persons because of their race, religion, color, national origin, ancestry, age, mental or physical
disability, medical condition, marital status, sexual gender or sexual orientation, except as permitted
pursuant to Section 12940 of the Government Code. Violation of this provision may result in the
imposition of penalties referred to in Labor Code, Section 1735.
1.5 Non-Exclusive Al!t'eement. CONSULTANT acknowledges that CITY may enter into
agreements with other consultants for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services contemplated
by this Agreement.
1.6. Delegation and Assignment. This is a personal service contract, and the duties set
forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may
employ other personnel to perform services contemplated by this Agreement at CONSULTANT's
sole cost and expense.
1.7 Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at
all times maintain a duty ofloyalty and a fiduciary duty as to the CITY and shall not accept payment
from or employment with any person or entity which will constitute a conflict of interest with the
CITY.
1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during the
term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the
City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required of CONSULT ANT to practice
its profession, skill or business.
2.0. COMPENSATION AND BILLING
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2.1. Comoensation. Except as provided herein, CONSULTANT shall be paid a maximum
of$48,000 for the services provided in accordance with "Scope of Services," as set forth in Exhibit
"A. " CONSULT ANT shall be paid for additional services in accordance with the "Programming
Rate Schedule," as set forth in Exhibit "B."
2.2. Additional Services. CONSULT ANT shall not receive compensation for any services
provided outside the scope of services specified in the Proposal unless the CITY, prior to
CONSULTANT performing the additional services, approves such additional services in writing.
It is specifically understood that oral requests and/or approvals of such additional services or
additional compensation shall be barred and are unenforceable.
2.3. Method ofBilling. CONSULTANT may submit invoices to CITY for approval. Said
invoice shall be based on the total of all CONSULTANT's services which have been completed to
CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty-five (45) days from
the date CITY receives said invoice. The invoice shall describe in detail, the services performed and
the associated time for completion. Any additional services approved and performed pursuantto this
Agreement shall be designated as "Additional Services" and shall identify the number of the
authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of CONSULTANT's services relating to this
Agreement shall be maintained in accordance with generally recognized accounting principles and
shall be made available to CITY for inspection and/or audit at mutually convenient times for a period
ofthree (3) years from the Effective Date.
3.0. TERM AND NOTIFICATION.
3.1. Term. This Agreement shall commence on the Effective Date and continue through
the completion of services as set forth in Exhibit "A," with two single-year options for the services
set forth in said Exhibit, unless the Agreement is previously terminated as provided for herein.
This Agreement maybe modified or amended only by written instrument executed by all parties to
this agreement.
3.2 Termination. CITY or CONSULTANT may terminate the services provided under
Section 1.1 of this Agreement upon thirty (30) days written notice to the other party. In the event
of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date
of termination.
3.3 Documents. In the event of termination of this Agreement, all documents prepared
by CONSULTANT in its performance of this Agreement including, but not limited to, finished or
unfinished background investigations, shall be delivered to the CITY within ten (10) days of delivery
oftermination notice to CONSULTANT, at no cost to CITY. Any use of uncompleted documents
without specific written authorization from CONSULTANT shall be at CITY's sole risk and without
liability or legal expense to CONSULTANT.
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4.0. INSURANCE
4.1. Minimum Scone and Limits of Insurance. CONSULTANT shall obtain and maintain
during the term ofthis Agreement all of the following insurance coverages:
(a) Commercial general liability, including premises-operations,
productslcompleted operations, broad form property damage, blanket
contractual liability, independent contractors, personal injury with a policy
limit of not less than One Million Dollars ($1,000,000.00), combined single
limits, per occurrence and aggregate.
(b) Automobile liability for owned vehicles, hired, and non-owned vehicles, with
a policy limit of not less than One Million Dollars ($1 ,000,000.00), combined
single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
4.2. Endorsements. The commercial general liability insurance policy shall contain or be
endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and
appointed boards, officers, agents, and employees are additional insureds
with respect to this subject project and contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be materially changed
or cancelled, nor the coverage reduced, until thirty (30) days after written
notice is given to City."
(c) Other insurance: "Any other insurance maintained by the City of San
Bernardino shall be excess and not contributing with the insurance provided
by this policy."
4.3. Certificates of Insurance. CONSULTANT shall provide to CITY certificates of
insurance showing the insurance coverages and required endorsements described above, in a form
and content approved by CITY, prior to performing any services under this Agreement.
4.4. Non-limiting. Nothing in this Section shall be construed as limiting in any way, the
indemnification provision contained in this Agreement, or the extent to which CONSULTANT may
be held responsible for payments of damages to persons or property.
5.0. GENERAL PROVISIONS
5,1. Entire Agreement: This Agreement constitutes the entire Agreement between the
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parties with respect to any matter referenced herein and supersedes any and all other prior writings
and oral negotiations. This Agreement may be modified only in writing, and signed by the parties
in interest at the time of such modification. The terms of this Agreement shall prevail over any
inconsistent provision in any other contract document appurtenant hereto, including exhibits to this
Agreement.
5.2. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile
or mail and shall be addressed as set forth below. Such communication shall be deemed served or
delivered: a) at the time of delivery ifsuch communication is sent by personal delivery; b) at the time
of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S.
Mail as reflected by the official U.S. postmark if such communication is sent through regular United
States mail.
IF TO CONSULTANT:
IF TO CITY:
James R. Nyman, President
CMTI
3302 North Blackstone Ave, Suite 155
Fresno, CA 93726
Telephone: (599) 230-4188
CITY MANAGER
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5122
Fax: (909) 384-5138
5.3. Attornevs' Fees: In the event that litigation is brought by any party in connection with
this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any
of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions
hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing
this contract on behalf ofthe CITY shall be considered as "attorneys' fees" for the purposes ofthis
Agreement.
5.4. Governing Law. This Agreement shall be governed by and construed underthe laws
ofthe State of California without giving effect to that body oflaws pertaining to conflict oflaws.
In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that
the sole and exclusive venue shall be either the State court of competent jurisdiction located in San
Bernardino County, California or the U.S. District Court for the Central District of California,
Riverside Division.
5.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign,
transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without
CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall
be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of CITY's consent, no subletting or assignment shall release CONSULTANT of
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CONSULTANT's obligation to perform all other obligations to be performed by CONSULTANT
hereunder for the term of this Agreement.
5.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend,
indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions,
officers, attorneys, agents and employees from any and all claims, losses, demands, suits,
administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage
to property or injuries to or death of any person or persons or damages of any nature including, but
not limited to, all civil claims or workers' compensation claims arising from or in any way related
to CONSULT ANT's performance under this Agreement, except when caused solely by the CITY's
negligence.
5.7. Indeoendent Contractor. CONSULTANT, at all times while performing under this
Agreement, is and shall be acting at all times as an independent contractor and not as an agent or
employee of CITY. CONSULTANT shall secure, at his expense, and be responsible for any and all
payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security,
State Disability Insurance Compensation, Unemployment Compensation, and other payroll
deductions for CONSULTANT and its officers, agents, and employees, and all business licenses,
if any are required, in connection with the services to be performed hereunder. Neither
CONSULT ANT nor is officers, agents and employees shall be entitled to receive any benefits which
employees of CITY are entitled to receive and shall not be entitled to workers' compensation
insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid
holidays, pension, profit sharing or social security on account of CONSULT ANT and its officers',
agents' and employees' work for the CITY. This Agreement does not create the relationship of agent,
servant, employee partnership or joint venture between the CITY and CONSULTANT.
5.8 Conflict of Interest Disclosure: CONSULTANT or its employee maybe subject to
the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such
persons to disclose financial interests that may be materially affected by the work performed under
this Agreement, and (2) prohibits such persons from making or participating in making decisions that
will have a foreseeable financial affect on such interest.
CONSULTANT shall conform to all requirements of the Act. Failure to do so
constitutes a material breach and is grounds for termination ofthe Agreement by CITY.
5.9. Resoonsibilitv for Errors. CONSULTANT shall be responsible for its work and
results under this Agreement. CONSULTANT, when requested, shall furnish clarification and/or
explanation as may be required by the CITY's representative, regarding any services rendered under
this Agreement at no additional cost to CITY. In the event that an error or omission attributable to
CONSULTANT occurs, then CONSULTANT shall, at no cost to CITY, provide all other
CONSULTANT professional services necessary to rectify and correct the matter to the sole
satisfaction of CITY and to participate in any meeting required with regard to the correction.
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5.10. Prohibited EmDlovrnent. CONSULTANT shall not employ any current employee of
CITY to perform the work under this Agreement while this Agreement is in effect.
5.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
5.12. No Third Party Beneficiary Rilzhts. This Agreement is entered into for the sole
benefit of CITY and CONSULT ANT and no other parties are intended to be direct or incidental
beneficiaries ofthis Agreement and no third party shall have any right in, under or to this Agreement.
5.13. Headings Paragraphs and subparagraph headings contained in this Agreement are
included solely for convenience and are not intended to modifY, explain or to be a full or accurate
description ofthe content thereof and shall not in anyway affect the meaning or interpretation ofthis
Agreement.
5.14. Amendments. Only a writing executed by all of the parties hereto or their respective
successors and assigns may amend this Agreement.
5.15. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver
of those rights to require such performance or compliance. No waiver of any provision of this
Agreement shall be effective unless in writing and signed by a duly authorized representative of the
party against whom enforcement of a waiver is sought. The waiver of any right or remedy with
respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect
to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
5.16. Severabilitv. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not
affect the validity or enforceability ofthe remaining terms and provisions hereof or of the offending
provision in any other circumstance, and the remaining provisions of this Agreement shall remain
in full force and effect.
5.17. Counteroarts: This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
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5.18. Corporate Authoritv. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and
that by doing so, the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and
through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO,
A municipal corporation
CONSULTANT
Sign
~A'fW&S
Name and Title
'J'VtAN ~J peN'
ATTEST:
~~~.~
Rachel G. Clark, City Clerk
APPROVED AS TO FORM:
JAMES F. PENMAN,
City Attorney
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Exhibit A
PY 07-08 CMIi
Scope of Services
2008-3L2
I-TRAIN System will provide the following services:
. An internet-based managed common registration customized to meet SBETA's unique needs;
. Automated case management system;
. Internet-based ITA (Individual Training Accounts) system with payment tracking of training and
supportive services;
. Scan card and reporting software;
. Conversion of existing IT A data;
. Upload, download and comparison of ITA data;
. Rapid Response WARN system;
. Staff Training;
.. IT and Operational Support;
. Maintenance and Support.
The automated case management system is internet based and provides the following: Completion ofWIA
application; supports multiple enrollments; extensive follow-up process; program exit and completion of
information; individual employment plan or youth service strategy; and limitless comprehensive case notes;
document tracking; and comprehensive reports.
Cost for services: 54,000.00 per month (April 1, 2008 - March 31, 2009 = 548,000.00).
Exhibit B
PY07-08 CMTi Current
Programming Rate Schedule
Additional programming and support will be performed at the rates set forth below:
D Associate Programmer Analyst
D Data Base Administrator
D Help Desk
D Senior Web Designer
D IT Technician
D Network Administrator
D IT Intern
D MIS Support
D Senior Principal
D Network Design Principal
D Technical Writer
$95
$1I0
$45
$75
$48
$65
$28
$45
$175
$145
$60
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