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ClTY.OP' SAN _RrARDINO - RIEQUeST ~ COUNCIL ACTION
From: STEVE HALE
Data Processing Manager
June 9, 1988
Su~~: Execution of agreement to perform
data processing consulting services
Stacey Millet. ~
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Dept:
Date:
Synopsis of Previous Council ~ion:
none
APPROVED BY COUNCIL PERSONNEL COMMITTEE JULY 9, 1988
Recommended motion:
Adopt resolution
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Signature
Contact person:
Steve Hale
Phone:
Supporting data attached: yes Ward:
FUNDING REQUIREMENTS: Amount: S23 r 200
Source: (Acct. No.)
679-103-53l50
(Acct. DescriDtionl
Finance:
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Council Notes:
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RESOLUTION
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING
THE EXECUTION OF AN AGREEMENT WITH STACEY MI~ TO PERFORM
CONSULTING SERVICES FOR THE DATA PROCESSING 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
8 City an agreement with Stacey Millet to perform consulting
9 services for the Data processing Department, a copy of which
10 is attached hereto marked Exhibit "A" and incorporated herein
11 by reference as fully as though set forth at length.
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I HEREBY CERTIFY that the foregoing resolution was
1( duly adopted by the Mayor and Common Council of the City of
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San Bernardino at a meeting thereof, held on the
day of , 1988, by the following vote to wit:
AYES:
NAYS:
ABSENT:
Citv Clerk
The foregoing
resolution is hereby approved this
day of
, 1988.
JUNE 9, 1988
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5 Approved as to form
and legal content:
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8 Attorney
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28 JUNE 9, 1988
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RE:
ResolutidC)authorizing execution of C)agreement with Stacey
Millet to perform consulting services for the Data Processing
Department.
Evlyn wilcox, Mayor
City of San Bernardino
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AGREEMENT
THIS AGREEMENT is made and enterea into this
day of , 1988, by and between the CITY OF SAN
BERNARDINO, a municipal corporation, 300 North "D" street,
San Bernardino, california, 92418, referred to as "City" and
Stacey Millet, 13162 Rincon, Apple Valley, California, 92307,
referred to as "Consultant."
City and Consultant agree as follows:
1. General DescriDtion of Work to be Done.
City hereby engages consultant, and Consultant hereby
accepts such engagement, to perform the services herein
described for the compensation herein provided. Consultant
hereby assures and covenants to City that she has the
qualifications, experience and facilities to properly perform
said services, and hereby agrees to undertake and complete
the performance thereof for the compensation herein provided.
2. Term.
The term of this agreement shall commence July 1, 1988
and end June 30, 1989. This agreement may be renewed for an
aditional one-year period upon the express written consent of
Consultant to such extension and the approval thereof by the
Mayor and Common Council.
3. pavment and Provision of pavment
A. Maximum Compensation
(1) Maximum total compensation to be paid under
this agreement shall be thirty-eight thousand dollars
($38,000). payment to consultant for services provided under
this agreement shall be at the rate of $29.,00 per hour and,
in no event, shall exceed $5,000 within any calendar month.
JUNE 9, 1988
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(2) Consultant shall provide a minimum of 64
hours of service per calendar month.
B. Manner of Compensation
(1) Consultant shall maintain and file with the
Data Processing Department a record of all hours worked on
assigned projects. Said projects shall be listed by work
order if such listing is requested by the Data Systems
Manager.
(2) The Data Systems Manager shall submit a claim
or request for payment based on such record to the Finance
Department in such manner that Consultant shall be paid
biweekly.
(3) Consultant shall assume and pay all out-of-
pocket expenses and costs of performing services under this
agreement except as otherwise specifically provided herein,
and City shall not be liable for any such costs and expenses.
4. General DescriDtion of Work to be Done.
City hereby retains Consultant to perform programming
and training services as follows:
(a) prepare source code in BASIC, Proc or Acces,
as specified by the Data Systems Manager;
(b) prepare documentation of the above;
(c) analyze exisiting software for problems, and
make corrections or refer problems to Creative Computer
Solutions which may require an extremely high level of skill.
(d) inform the Data Processing Department of any
corrective action taken with respect to the above and to
impart the knowledge of how the solution was obtained;
(e) Consultant, in addition to the above, will
inform and train City Data Processing Department personnel as
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determined by the Data systems Manager in matters related to
various language processors used or which may be used by the
city:
(f) perform other related programming and
training services which may be required by the Data
Processing Department in relation to the Data Processing
equipment and functions which are or may be utilized in the
City service as determined by the Data Systems Manager in the
exercise of his sole discretion.
5. Amendments.
This agreement may be amended or modified only by
written agreement executed by both parties.
6. Assianment.
Consultant's rights under this agreement shall
not be" assigned by Consultant to any other person, firm or
corporation without the prior written consent of the City.
7. Relationshio of Parties.
Consultant is acting as an independent
contractor, and not as an employee of the city. In the
performance of personal services pursuant to the provisions
of this agreement, Consultant shall not be supervised,
directed or under the control or authority of any City
officer or employee, except and to the extent as may be
expressly or implicitly required by the terms and provisions
of this agreement. Any direction or control so required
under this agreement shall be limited to broad objectives or
goals of the project or program to be accomplished and not to
the details and procedures to accomplish such objectives or
goals. Consultant shall not be obligated to conform to the
supervision or direction of City officers or employees which
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are not authorized herein. Changes or modifications of said
objectives and goals may be made by written recommendations
of wither party Subject to the concurrence of the other party
in writing.
8. Hold Harmless.
Consultant hereby agrees to, and shall, hold the
City, its elective and appointive boards, commissions,
officers, agents and employees, harmless from any liability
for damage or claim for damage for personal injury, including
death, as well as from Consultant's oerations under this
agreement. Consultant agrees to, and shall defend City and
its elective and appointive boards, commissions, officers,
agents and employees from any suit or actions at law or in
equity for damages caused or alleged to have been caused by
reason or Consultant's performance hereunder including any
claims that may arise against City by reason of Consultant's
legal relationship with City being categorized as other than
that of an independent contractor.
9. Attornev's Fees
In the event an action is filed by either party
to enforce rights under this Agreement, the prevailing party
shall be entitled to recover reasonable attorney's fees in
addition to any other relief granted by the court.
10. Termination bv the citv.
Notwithstanding any other provision of this
agreement, the City , by notifying Consultant in writing, may
terminate all or a portion of the services agreed to be
performed under ths Agreement with or without cause.
Consultant shall be given five (5) days' written notice for
failure of Consultant to perform obligations under the
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contract in a satisfactory manner, and fifteen (15) days'
1 written notice if termination is for other reasons. Notice
2 shall be mail posted to the address set forth herein for the
3 receipt of notices. In the event of any termination,
4 Consultant shall have the right and obligation to immediately
5 assemble work in progress and forward same to the city. All
6 charges outstanding at the time of termination shall be
7 payable by the City to Consultant within thirty-five days
8 following submission of final statement by the Consultant.
9 11. Accentance of Final pavment Constitutes Release
10 The acceptance by Consultant of the final payment
11 made according to the terms of this agreement shall operate
12 and be a release to the City, and every employee and agent
13 thereof, from all claims and liabilities to Consultant for
14 anything done or furnished for or relating to the work or
15 services, or for any act or failure to act of the City
16 relating to or arising out of work and this agreement.
17 12. Acknowledaement
18 (a) Consultant acknowledges and agrees that City
19 is the sole and exclusive owner of all rights and remedies in
20 and to certain confidential ideas and secrets concerning the
21 operations of City, any products or information resulting in
22 whole or in part, from the work performed under this
23 agreement, and all products or information derived from said
24 work, regardless of whether City's or Consultant's work is
25 subject to patent, copyright, or other protection.
26 (b) In the event that any work performed under
27 this agreement is or becomes the subject of a patent
28 application, patent, copyright or other rights under the laws
of the United Sttes or any other country, Consultant agrees
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and understands that City shall have all the rights and
remedies available to City under the law as a result of such
patent applications, patents, copyrights or other rights.
13. Confidentialitv and Non-Disclosure.
(a) Consultant acknowledges that during the
consultation, Consultant has had and/or shall have access to
and has become and/or shall or may become aware of secret
information. Consultant agrees to hold in confidence all
such secret information disclosed to Consultant or developed
by Consultant in connection with the work performed under
this agreement, either in writing, verbally, or as a result
of the Consultant except:
(1) Information which, after disclosure, becomes
part of public domain by publication or otherwise through no
action or fault of Consultant; or
(2) Information which Consultant can show is in
its possession at the time of disclosure and was not
acquired, directly or indirectly, from city;
(3) Information which was received by Consultant
from a third party having the legal right to transmit that
information.
(b) Consultant shall not, without the written
permission of the Data Systems Manager, use the secret
information, which consultant is obligated hereunder to
maintain in confidence, for any reason other than to enable
consultant to properly and completely perform under this
agreement.
(c) Consultant shall not reproduce or make copies
of the secret information or consultant's output except as
required in the performance of this agreement. Upon
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termination of the agreement for any reason whatsoever,
1 consul tant
shall
immediately
deliver
City
all
to
2 correspondence drawings, blueprints, manuals, letters, notes,
3 notebooks, reports, flow-charts, programs, proposals, or
4 documents concerning city.
5 (d) Except as may be required for performance of
6 this agreement, Consultant shall not, during or at anytime
7 subsequent to this agreement, unless City has given prior
8 written consent, disclose or use the secret information or
9 engage in or refrain from any action, where such action or
10 inaction may result (1) in the unauthorized disclosure or
11 access of any or all such secrets to any person or entity; or
12 (2) in the infringement of any or all such rights.
13 (e) Consultant shall immediately notify city or
14 any information which comes to Consultant's attention which
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does
or might indicate that there has been any
loss of
confidentiality of such secrets or breach of such rights.
14. Notices
Any notice required to be given hereunder shall
be deemed to hve been given by depositing said notice in the
united
states mail, postage prepaid, and addressed as
follows:
Consultant
City
city Administrator
city of San Bernardino
300 North liD" street
San Bernardino, CA 92418
stacey Millet
13162 Rincon
Apple Valley, CA
92307
15. Entire Aareement
This contract constitutes the entire Agreement
between City and consultant and may be modified only by
further written agreement between the parties.
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RE: Agreement <:)tween Stacey Millet and DC)a Processing Department
IN WITNESS THEREOF, this Agreement has been executed
by the parties effective as of the date and year first above
written.
CITY OF SAN BERNARDINO
a Municipal Corporation of
the State of California
ATTEST:
By
Mayor
City Clerk
CONSULTANT
By
Approved as to form
and legal content:
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City Attorney
JUNE 9. 1988