HomeMy WebLinkAbout1996-020
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RESOLUTION NO. 96-20
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AN
AGREEMENT WITH ADAPTIVE INFO SYSTEMS, FOR DOCUMENT IMAGING
SERVICES. (Finance Department)
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the city of San Bernardino is hereby
authorized and directed to execute, on behalf of said city, an
agreement with Adaptive Info systems, for document imaging
services, a copy of which is attached hereto, marked Exhibit "A"
and incorporated herein by reference as fully as though set forth
at length.
SECTION 2. The authorization to execute the above referenced
agreement is rescinded if the parties to the agreement fail to
execute it within sixty
(60)
days of the passage of this
resolution.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the city of San
adjourned
Bernardino at a reqular meeting thereof, held on the 22nd
day of January , 1996, by the following vote, to wit:
COUNCIL MEMBERS AYES NAYS ABSTAIN ABSENT
NEGRETE x
CURLIN ~
HERNANDEZ x
OBERHELMAN X
DEVLIN x
POPE-LUDLAM x
MILLER x
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96-20
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING AN
AGREEMENT WITH ADAPTIVE INFO SYSTEMS, FOR DOCUMENT IMAGING
SERVICES.
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CITY 'cLERK
of
The foregoing resolution is hereby approved this
.Tanllarv I 1996.
.:13 /Zi day
2 / ,
--~\ ~U~~Q\
Tom Minor, Mayor -
city of San Bernardino
Approved as to form
and legal content:
JAMES F. PENMAN
City Attorney
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By: \Lh~
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96-20
AGREEMENT FOR PROFESSIONAL SERVICES
!,\\~his Agreement for Professional Services ("Agreement") is made and entered into this i':>\: day
of J8IklAJ)~ 1996, by and betwcen the City of San Bernardino, a public body corporate and politic (the
"Agency") and Adaptive Information Systems, Inc. ("Consultant"). In consideration of the terms and
conditions set forth herein the parties hercto agree as follows:
WITNESSETH
1. SCOPE OF SERVICES. The Agency hereby retains Consultant to provide the services
described in the Quotation submitted to the San Bernardino Finance Department, prepared by Consultant
and dated December 15. 1995. Consultant hereby agrecs to perform such professional services which are
referred to herein as "services," as directed by the Director of Finance.
2. ADDITIONAL SERVICES. The Agency may request Consultant to perform additional
scrvices not dcscribed in the Quotation. Prior to commencement of such additional services, a description
of the services and cost to the Agcncy shall be set forth in writing and signed by the parties hereto.
3. TERM. The term of this Agreement shall commence on the date first written above and
shall continue in full force and effect for a period of twelve (12) months. unless terminated earlier by
either party in accordance with Section 18 herein (the "Tcrm").
4. COMPENSATION. The Agcncy shall pay Consultant Sixty Thousand Two Hundred
Twenty Seven Dollars and 33/100 ($60,227.33) for all hardware. software. supplies, and services
rendered, in accordance with the Quotation attached hereto as Exhibit "A" and incorporated herein by this
reference.
Within (30) days aftcr the last day of any month in which services have been rendered,
Consultant shall submit an invoice to the Agency stating the amount due to Consultant for services
rendered the prior month. The Agency shall pay Consultant within thirty (30) days of receipt of invoice
in accordance with the standard accounts payable system of the Agency. Invoices shall be presented in a
form acceptable to the Director of Finance and shall be subject to final approval by the Agency.
5. REPRESENTATIVES OF CONSULTANT. The following principals of Consultant are
hereby designated as the representatives of Consultant authorized to act on its behalf with respect to the
services specified herein and shall render all decisions in connection therewith:
_ Bix Kroencr
_Patrick Burns
The foregoing principals shall be responsible during the term of the Agreement for directing all
activities of consultant and dcvoting sufficicnt time to personally supervise the services provided
hereunder. The foregoing principals may not be changed by Consultant without the express written
approval of the Director of Finance.
6. PROHIBITION AGAINST SUBCONTRACTING OR ASSIGNMENT. It is expressly
understood that the expcrience. knowledge, capability. and reputation of Consultant. its principals. and
employees were a substantial inducement for the Agency to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform. in whole or in part, the services required
hereunder without prior written approval of the Agency. This Agrcement shall not be assigned or
transferred by Consultant without the prior written consent of the Agency.
7. OBLIGATION OF CONSULTANT. It shall be Consultant's responsibility to inform the
Director of Finance or his or her designee of the progress of serviccs performed hereunder. Consultant
shall refer all decisions which must be made by the Agency to the Director of Finance.
EXHIBIT nAn
96-20
8. RIGHT TO AUDIT. The Agency or any of its duly authorized representatives shall have
access to the books and financial records of Consultant which are pertinent to the services rendered herein
for purposes of performing an audit. The books and records generated by Consultant in connection with
such services rendered herein shall be retained by Consultant for five (5) years following termination of
this Agreement or for a longer period as required by law.
9. CONFIDENTIALITY OF REPORTS. Consultant shall keep confidential all reports,
information, and data received or generated in connection with the services provided hereunder, in
addition to any other reports or information the Agency designates confidential. Such information shall
not be made available to any person, firm, corporation or other entity without prior written consent of the
Agency.
10. OWNERSHIP OF REPORTS AND DOCUMENTS. All correspondence. documents,
data, drawing, and reports generated by Consultant on behalf of the Agency shall become property of the
Agency and shall be delivered to the Agency upon request at any time prior to or following termination of
this Agreement.
II. RELEASE OF NEWS INFORMATION. News releases. including photographs or public
announcements, or the confirmation of same related to this Agreement shall not be made by Consultant
without prior written approval of the Agency.
12. AGENCY SUPPORT. The Agency shall provide Consultant with plans, publications.
reports, statistics. records and any other data reasonably available to the Agency pertinent to Consultant's
ability to render the services required herein.
13. INDEPENDENT CONTRACTOR. Consultant shall perform services as an independent
contractor and is not an employee of the Agency. This Agreement is not intended to create the
relationship of agent. servant, employee, partnership or joint venture between the Consultant and Agency.
14. INDEMNIFICATION. Consultant shall indemnify, defend, and hold harmless the Agency,
its officers, employees and agents from and against any and all actions, suits, proceedings, claims,
demands. losses, costs and expenses. including legal costs and attorneys' fees. arising from or related to
the acts or omissions of Consultant. its officers, employees and agents arising from or related to
Consultant's performance of the services required herein, except to the extent that such loss may be
caused by the negligence of the Agency, its officers or employees.
IS. INSURANCE. Consultant agrees to maintain comprehensive general liability insurance
with a combined single limit of not less than One Million dollars ($1,000.000) per occurrence and shall
name the Agency and the City of San Bernardino (the "City") as additional insureds. Insurance shall be
provided by insurers satisfactory to the Agency which shall carry a rating of no less than" A" as
determined by Best's Rating Service. Certificates evidencing insurance coverage shall be delivered to the
Agency prior to performance of the services required hereiu and shall provide for thirty (30) days prior
written notice of cancellation to the Agency and City.
16. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California.
17. NONDISCRIMINATION. Consultant shall not discriminate on the basis of race, color.
creed, religion. natural origin, ancestry, sex, marital status or physical handicap in the performance of this
Agreement.
18. TERMINATION. This Agreement may be terminated at any time by either party by giving
the other party fourteen (14) days prior written notice. The Agency shall pay Consultant for all work
authorized by the Agency and completed prior to the effective termination date.
96-20
19. NOTICE. Notices shall be presented in person or by certified or registered United States
mail return receipt requested, postage prepaid or by overnight delivery made by a nationally recognized
delivery service to the addresses noted below. Notice presented by United States mail shall be deemed
effective the second business day after deposit with the United States Postal Service. This section shall not
prevent giving notice by personal service or telephonically verified fax transmission which shall be
deemed effective upon actual receipt thereof. Either party may change their address for receipt of written
notice by so notifYing the other party in writing.
TO CONSULTANT:
Adaptive Information Systems, Inc.
2600 I Pala
Mission Viejo, California 92691-2705
Attention:
TO AGENCY:
Director of Finance
Finance Department
City of San Bernardino
300 North "D" Street
San Bernardino, California 92418
20. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto. This Agreement contains the entire understanding and
agreement of the parties and cannot be amended without the prior written consent of the parties hereto.
21. W AlVER. Failure of either party to enforce any provision ofthis Agreement shall not
constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.
22. SEVERABILITY. In the event that anyone or more ofthe sentences, clauses, paragraphs
or sections contained herein is declared invalid, void or illegal by a court of competent jurisdiction, the
same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or
invalidate any of the remaining phrases, sentences, clauses, paragraphs or sections contained herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
the date first written above.
MAYOR OF THE CITY OF SAN BERNARDINO
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By:' I 'f7VV\ /1MAr'\
Approved as to form and legal content:
JAMES F. PENMAN
Ciry Attorney
By: ~"h#7 ?
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