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HomeMy WebLinkAbout31-SBETA o o o CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Ernest B. Dowdy, Executive Director Subject: Resolution authorizing execution of a Services Agreement with California Municipal Technologies, Inc., dba CMTi to provide an automated Case Management and Tracking system for the City of San Bernardino. Dept: San Bernardino Employment And Training Agency Date: July 22, 2008 MCC Date: August 4, 2008 Synopsis of Previous Council Action: None Recommended Motion: Adopt Resolution. ~~ } /,... r-c..-J"... Ernest Dowdy' ~ Contact penon: Ernest Dowdy, Executive Director, SBETA Phone: 888-7881 Supporting data attached: Staff Report, Reso, Agreement Ward(s): All FUNDING REQUIREMENTS: Amount: $48,000 Source: (Acct. No.) 123-950-5505 Acct. Description: WIA Program Cost Pool Finance: Council Notes: Agenda Item No. ::#3/ r,. Y_"i'" o o o CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT Subject: Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the City Manager to execute a Consultant Services Agreement by and between the City of San Bernardino and California Municipal Technologies, Inc., dba CMT~ a California Corporation, ("Consultant") to provide an automated Tracking and Case Management system pursuant to Municipal Code Section 3.04.010B.3. Background: In an effort to better serve the City of San Bernardino residents, the San Bernardino Employment and Training Agency has been looking for an automated tracking and case management system that would allow SBETA staff to work more efficiently and effectively. This system would provide SBET A with the ability to better track the usage of the One-Stop Career Center services. CMTi will provide the following services: . Internet-based managed common registration customized to meet SBETA's unique needs; . Internet based ITA (Individual Training Accounts) system with payment tracking of training and supportive services costs. . Automated case management system . Scan card and reporting software . Conversion of existing ITA data . Upload, download and comparison of IT A data . Rapid Response WARN system . Staff Training . IT and Operational Support . Maintenance and Support Self-service is a guiding principle of the Workforce Investment Act (WIA). Unemployed and underemployed workers are encouraged to utilize One-Stop services in order to prepare their resumes and search for job opportunities. Tracking these 'Pre-WIA' customers is just as important as tracking those persons that have been formally enrolled into the WIA program. Having a common registration system provides this needed tracking. One-Stop customers are issued a unique identification card (scan card) for several reasons: To capture basic information about the customer requested by the State of California and Department of Labor (such as, name, address, etc.) and to track services used at the One-Stop (i.e., computer usage, copier, telephone, fax, internet, printer, EDD CALJobs services, etc.). The Case Management System functions as the primary tool of the case manager in recording and tracking the activities of their customers. Unofficially, case management begins when a o o o Staff Reoort. Continued customer enters a One-Stop and is entered into the common registration system. Officially, case management begins when a customer's application is completed and they are assigned a case manager. The case management system must be convenient, easy to learn and work with the case manager. 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. California Municipal Technologies, Inc. has provided technology support services to public agencies and in particular Workforce Investment Boards since 2000. CMTi's staff are experts in the design and implementation of web-based solutions, web hosting, and all aspects of data center and desktop support. Financial Impact: It is anticipated that the present and future SBET A budgets will provide sufficient funding to meet financial obligations as it pertains to the current cost of this services agreement from April 1, 2008 through March 31, 2009 at a total cost of $48,000. There will be no impact to the City's General Fund. All costs will be supported by Workforce Investment Act funding. Recommendation: Adopt Resolution. 1 2 RESOLUTION NO. 2008- 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, FORA COURSE MANAGEMENT REGISTRATION SOFTWARE 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. 6 BE IT RESOL YED 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. II SECTION 2: All actions taken pursuant to the agreement between March 31, 2008, and the date of this resolution are hereby ratified. 12 SECTION 3: This purchase is exempt from the formal contract procedures of Section 13 3.04.010 of the Municipal Code, pursuant to Section 3.04.010.B.3 of said Code, "Purchases approved by the Mayor and Common Council". 14 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. 19 /II 20 /II 21 /II 22 /II 23 1/1 24 /II 25 ?3/ /II 26 /II D8' 04- cF6 27 28 F:\WILSONlResolutions\SBETA reso 7.2.08.wpd 1 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 TECBNOLOGIES, INC., A CALIFORNIA CORPORATION, 3 FORA COURSE MANAGEMENT REGISTRATION SOFTWARE 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 7 8 Common Council of the City of San Bernardino at a of Julv. 2008, by the following vote, to wit: meeting thereof, held on the _day COUNCIL MEMBERS: AYES 9 ESTRADA 10 BAXTER 11 BRINKER 12 DERRY 13 KELLEY 14 JOHNSON 15 MC CAMMACK 16 17 18 NAYS ABSTAIN ABSENT Rachel Clark, City Clerk The foregoing Resolution is hereby approved this _ day of , 2008. PATRICKJ. MORRIS, Mayor City of San Bernardino CONSULTANT SERVICES AGREEMENT SBETA I-TRAIN SOFfW ARE PROGRAM THIS AGREEMENT is made and entered into this _day of , 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 CONSULTANT 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 CONSULTANT 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 Govermnent Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions co~ed 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. CONSULTANT 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 F:I WILSONlAgreementslCMTI Software.7.2.08wpd.wpd I Exhibit "A" provide any services under this Agreement. 1.3. Warranty. 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 CONSULTANT's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULT ANT 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!I'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, CONSULT ANT 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 CONSUL T ANT to practice its profession, skill or business. 2.0. COMPENSATION AND BILLING F;\W1LSON\AgreementsICMTI Software.7.2.08wpd.wpd 2 2.1. Comoensation. Except as provided herein, CONSULTANT shall be paid amaximum of$48,000 for the services provided in accordance with "Scope of Services," as set forth in Exhibit "A." CONSULTANT 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 ofBillinl!. CONSULTANT may submit invoices to CITY forapproval. 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 CONSULT ANT'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 pursuant to 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 of three (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 oftermination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event oftermination of this Agreement, all documents prepared by CONSULTANT in its performance of this Agreement including, but not limited to, finished or unfinished background investigatious, shall be delivered to the CITY within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of uncompleted documents without specific written authorization from CONSULT ANT shall be at CITY's sole risk and without liability or legal expense to CONSULTANT. F:\ WILSON\AgreementsICMTI Software.7 .2.08wpd.wpd 3 4.0. INSURANCE 4.1. Minimum Scone and Limits of Insurance. CONSULTANT shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises-operations, products/completed 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 Califoruia. 4.2. Endorsements. Tbe commercial general liability insurance policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "Tbe City of San Bemardino 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 CONSULT ANT 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 F:\WILSONlAgreementsICMTI Software.7.2.08wpd.wpd 4 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) atthe time of delivery if such 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 "0" 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 orremedies 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 of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. 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 oflaw assign, transfer, sublet or encumber all or any part of CONSULT ANT'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 F:\WlLSON\AgreerncntsICMTI Software.7.2.08wpd.wpd 5 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. CONSULT ANT 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 CONSULTANT 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 may be subject to the provisions of the California Political Reform Act of1974 (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 fmancial 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 of the 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. F:\W1LSON\AgrcementsICMTI Soflware.7.2.08wpd.wpd 6 5.10. Prohibited Emplovment. CONSULT ANT 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 Ril!hts. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this 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 of the content thereof and shall not in anyway affect the meaning or interpretation of this Agreement. 5.14. Amendments. Only a writing executed by all of the parties hereto or theirrespective 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. Severability. 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 of the 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. III III III III F:\WlLSON\AgreementsICMTI Software.7.2.08wpd.wpd 7 5.18. Comorate 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 Fred Wilson, City Manager Signature Name and Title ATTEST: Rachel G. Clark, City Clerk APPROVED AS TO FORM: JAMES F. PENMAN, City Attorney F:\WlLSON\AgreementsICMTI Softwate.7.2.08wpd.wpd 8 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 Adminimtor 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 $IlO $45 $75 $48 $65 $28 $45 $175 $145 $60 CONSULTANT SERVICES AGREEMENT SBETA I-TRAIN SOFfW ARE PROGRAM THIS AGREEMENT is made and entered into this _day of ,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 CONSULTANT 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 371 03, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CITY and CONSULTANT 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 Govermnent 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 J. J. Scope 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. CONSULT ANT further represents that no CITY employee will F:\WILSON\AgreementsICMTI Software.7.2.08wpd.wpd I provide any services under this Agreement. 1.3. Warranty. CONSULTANT 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!l'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. Delel!ation and Assil!llffient. 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 F,IWlLSON\AgreementsICMTI Soflwarc.7.2.08wpd.wpd 2 2.1. Comoensation. Except as provided herein, CONSULTANT shall be paid a maximum of$48,OOO for the services provided in accordance with "Scope of Services," as set forth in Exhibit "A. " CONSULTANT shall be paid for additional services in accordance with the ''Programming Rate Schedule," as set forth in Exhibit "B." 2.2. Additional Services. CONSULTANT 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 ofBillinlZ. CONSULTANT may submit invoices to CITY for approval. Said invoice shall be based on the total of all CONSULT ANT'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 pursuant to 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 of three (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 oftermination, 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 (1 0) 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. F:\WIlSON\AgreemenlsICMTI Software.7.2.08wpd.wpd 3 4.0. INSURANCE 4.1. Minimum Scone and Limits of Insurance. CONSULTANT shall obtain and maintain during the term of this Agreement all of the following insurance coverages: (a) Commercial general liability, including premises-operations, products/completed 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-lirnitinl!. 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. S.O. GENERAL PROVISIONS 5.1. Entire Al!reement: This Agreement constitutes the entire Agreement between the F:\WlLSON\AgreementsICMTI Software.7.2.08wpd.wpd 4 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) atthe time of delivery if such 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 "0" 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 orremedies 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 of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 5.4. Governinl! Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. 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 Califomia, Riverside Division. 5.5. Assil!nffient: CONSULTANT shall not voluntarily or by operation oflaw 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 F:\WlLSONlAgreementsICMTI Software.7.2.08wpd.wpd 5 CONSULTANT's obligation to perfonn all other obligations to be perfonned by CONSULTANT hereunder for the tenn of this Agreement. 5.6. Indemnification and Hold Hannless. CONSULTANT shall protect, defend, indemnify and hold hannless 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 CONSULTANT's perfonnance under this Agreement, except when caused solely by the CITY's negligence. 5.7. Indenendent 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. CONSULT ANT 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 perfonned 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 CONSULTANT 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 may be subject to the provisions of the California Political Refonn Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interests that may be materially affected by the work perfonned 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. CONSULT ANT shall confonn to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for tennination of the 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. F:\WIlSON\AgreementsICMTI Soflware.7.2.08wpd.wpd 6 5.10. Prohibited Emnlovrnent. 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 Ril!:hts. 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 of this Agreement and no third party shall have any right in, under or to this Agreement. 5.13. Headinlzs 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 of the content thereof and shall not in anyway affect the meaning or interpretation of this 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 du1y 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. Severability. 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 of the 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 maybe 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. /1/ /1/ /1/ //1 F:\WIlSON\AgreemenISICMTI Softwarc.7.2.08wpd.wpd 7 5.18. Coroorate 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 Fred Wilson, City Manager Signature Name and Title ATTEST: Rachel G. Clark, City Clerk APPROVED AS TO FORM: JAMES F. PENMAN, City Attorney F:\Wll.SON\AgreementsICMTI Software.7.2.08wpd.wpd 8 Exhibit A PY 07-08 CMTi Scope of Services 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 ITA data; . Upload, download and comparison of IT A 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 = $48,000.00). Exhibit B PY07-08 CMTi Current Programming Rate Schedule Additional programming and support will be performed at the rates set forth below: o Associate Programmer Analyst o Data Base Administrator o Help Desk o Senior Web Designer o IT Technician o Network Administrator o IT Intern o MIS Support o Senior Principal o Network Design Principal o Technical Writer $95 $110 $45 $75 $48 $65 $28 $45 $175 $145 $60 Exlnbit A PY 07-08 CMTi Scope of Services 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 ITA 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: $4,000.00 per month (April 1, 2008 - March 31, 2009 = 548,000.00).