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~eTY OF SAN BER.QRDINO - REQUES.,I'''''' COUNCIL ACTION
From:
James E. Robbins
Deputy City Administrator
City Administrator
Subject: Resolution authorizing execution
of agreement with Janis Ingels
for the provision of data
processing services.
Dept:
Date:
August 24, 1989
Synopsis of Previous Council action:
Adopted Resolution #87-384 on November 2, 1987.
Adopted Resolution #88-188 amending Agreement on June 20, 1988.
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Recommended motion:
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Adopt Resolution.
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Signature
Contact person: James E. Robbins
Supporting data attached: Staff Report
Phone:
5122
Ward:
FUNDING REQUIREMENTS:
Amount: $48.200
Source: (Acct. No.) 679-103-53150
Acct, Descri tion
Professional Contractu
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Council Notes:
Agenda Item No. .::z. 8
CITY OF SAN BER&DINO - REQUEST 2R COUNCIL ACTION
STAFF REPORT
Over the past years, the Data Processing Division has
operated with minimal staffing. Full-time staff has included
the Manager, one Data Systems Operator, one Programmer, and
one Operator. Supplementing this group has been three part-
time contract programmers. One of those individuals has left
the area. This proposed agreement is for one of the others.
Janis Ingels has provided systems analysis and programming
assistance to the City. She does not wish to work fUll-time,
however, she will be increasing her number of hours from 24
to 32 per week. She has been primarily working on
conversions of CCS's applications to in-house applications.
This has reduced the CCS applications to the financial area
and, as you are aware, we are going to be changing out that
software.
It is anticipated that with the hiring of a new manager and
the final recommendations of Peat/Marwick, at least two full-
time programmer positions will be needed. This agreement
will fill that gap.
The agreement is similar to previously executed contracts, in
that it provides for a thirty day notice. Janis concurs with
the terms as set forth.
It is recommended that the resolution authorizing execution
of agreement with Janis Ingels be adopted.
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RESOLUTION NO.
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH JANIS MARIE INGELS 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 City
an agreement \lith Janis 14arie Ingels to perform consulting
services for the Data Processing Department, a copy of which is
attached hereto marked Exhibit "A" and incorporated herein by
reference as fully as though set forth at length.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof, held on the
day of
, 1989, by the following vote
to wit:
AYES:
Council Members
NAYS:
ABSENT:
City Clerk
28 08/24/89
JER/dm
.
RESOLUTIO~LATING TO AN EXECUTION ~AGREEMENT WITH JANIS ING
FOR PROVI~N OF DATA PROCESSING SER~ES
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28 08/24/89
JER/dm
The foregoing resolution is hereby approved this ____ day
of
, 1989.
W. R. "Bob" Holcomb, Mayor
City of San Bernardino
Approved as to form
and legal content:
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/-.1,mes F. Penman
( g'i ty Attorney
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1 AGREEMENT
2 THIS AGREEMENT is made and entered into this day of
3 , 1989, by and between the CITY OF SAN BERNARDINO,
4 a municipal corporation, 300 North "D" Street, San Bernardino,
5 California 92418, (herein referred to as "City"), and Janis
6 Marie Ingels, 12024 Palm Vista, Moreno Valley, California 92387
7 (herein referred to as "Consultant").
8 City and Consultant agree as follows:
9 .1. General Description of Work to be Done.
10 City hereby engages Consultant, and Consultant hereby
11 accepts such engagement, to perform the services herein
12 described for the compensation herein provided. Consultant
13 hereby assures and covenants to City that she has the
14 qualifications, experience and facilities to properly perform
15 said services, and hereby agrees to undertake and complete the
16 performance thereof for the compensation herein provided.
17 2. Term.
18 The term of this agreement shall commence September 6, 1989,
19 and end June 30, 1990. This agreement may be extended on a
20 month-to-month basis for a maximum of twelve (12) additional
21 months upon the express written consent of Consultant to such
22 extension and the approval thereof by the Mayor and Common
23 Counc il .
24 3. Payment and Provision for Payment.
25 A. Maximum Compensation
26 (1) Maximum total compensation to be paid under this
27 agreement shall be Forty-eight Thousand Two Hundred dollars
28 ($48,200) .
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Payment to Consultant for services provided under this agree-
ment shall be at the rate of $35.00 per hour, and in no event
shall exceed $5,000 within any calendar month.
(2) Consultant shall provide a minimum of 138 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 costa 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 Desc~iption 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 Access, as
specified by the Data Systems Manager;
(b) prepare documentation of the above;
(c) analyze existing software for problems, and make
corrections or refer problems to Creative Computer Solutions
which require an extremely high level of skill;
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(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
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. Assiqnment.
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. Relationship 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
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1 and provisions of this agreement. Any direction or control so
2 required under this agreement shall be limited to broad
3 objectives or goals of the project or program to be accomplished
4 and not to the details and procedures to accomplish such
5 objectives or goals. Consultant shall not be obligated to
6 conform to the supervision or direction of City officers or
7 employees which are not authorized herein. Changes or
8 modifications of said objectives and goals may be made by written
9 recommendations of either party subject to the concurrence of the
10 other party in writing.
11 8. Hold Harmless.
12 Consultant hereby agrees to, and shall, hold City, its
13 elective and appointive boards, commissions, officers, agents and
14 employees, harmless from any liability for damage or claim for
15 damaage for personal injury, including death, as well as from
16 Consultant's operations under this agreement. Consultant agrees
17 to, and shall defend City and its elective and appointive boards,
18 commissions, officers, agents and employees from any suit or
19 actions at law or in equity for damages caused or alleged to have
20 been caused by reason of Consultant's performance hereunder
21 including any claims that may arise against City by reason of
22 Consultant's legal relationship with City being categorized as
23 other than that of an independent contractor.
24 9. Attorneys' Fees.
25 In the event an action is filed by either party to enforce
26 rights under this Agreement, the prevailing party shall be
27 entitled to recover reasonable attorney's fee in addition to any
28 other relief granted by the court.
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10. Termination by City.
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 this
Agreement with or without cause. Consultant shall be given five
(5) days' written notice for failure of Consultant to perform
obligations under the contract in a satisfactory manner, and
thirty (30) days' written notice if termination is for other
reasons. Notice shall be mail posted to the address set forth
herein for the receipt of notices. In the event of any
termination, Consultant shall have the right and obligation to
immediately assemble work in progress and forward same to the
City. All charges outstanding at the time of termination shall
be payable by the City to Consultant within thirty-five days
following submission of final statement by the Consultant.
11. Acceptance of Final Payment Constitutes Release.
The acceptance by Consultant of the final payment made
according to the terms of this Agreement shall operate and be a
release to the City, and every employee and agent thereof, from
all claims and liabilities to Consultant for anything done or
furnished for or relating to the work or services, or for any act
or failure to act of the City relating to or arising out of work
and this Agreement.
12. Acknowledgment.
(a) Consultant acknowledges and agrees that City is the
sole and exclusive owner of all rights and remedies in and to
certain confidential ideas and secrets concerning the operations
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of City, any products or information resulting, in whole or in
part, from the work performed under this agreement, and all
products or information derived or to be derived from said work,
regardless of whether City's or Consultant's work is subject to
patent, copyright, or other protection.
(b) In the event that any work performed under this
agreement is or becomes the subject of a patent application,
patent, copyright, or other rights under the laws of the United
States or any other country, Consultant agrees 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. Confidentiality 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 Consultation except:
(1) Information which, at the time of disclosure, is
in the public domain or which, after disclosure, becomes part of
the 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;
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(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 termination of the
agreement for any reason whatsoever, Consultant shall promptly
deliver to City all correspondence, drawings, blueprints,
manuals, letters, notes, notebooks, reports, flow-charts,
programs, proposals, or documents concerning City.
(d) Except as may be required for performance of this
agreement, Consultant shall not, during or at any time subsequent
to this agreement, unless City has given prior written consent,
disclose or use the secret information or engage in or refrain
from any action, where such action or inaction may result (1) in
the unauthorized disclosure of any or all such secrets to any
person or entity; or (2) in the infringement of any or all such
rights.
(e) Consultant shall immediately notify City of any
information which comes to Consultant's attention which does or
might indicate that there has been any loss of confidentiality of
such secrets or breach of such rights.
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If) Consultant shall limit the disclosure of the secret
information to those persons in Consultant's organization or the
City, who have a need to know all or part of the secret
information. Consultant shall make such disclosure to each such
person limited to that portion of the secret information that
that person needs to know. Consultant shall inform each such
person of the provisions of this agreement regarding secret
information and shall make reasonable efforts to insure that each
such person shall abide by those provisions.
14. Notices.
Any notice required to be given hereunder shall be
deemed to have been given by depositing said notice in the United
States mail, postage prepaid, and addressed as follows:
City:
Consultant:
Shauna Clark, City Clerk
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Janis Marie Ingels
12024 Palm Vista
Moreno Valley, CA 92387
15. Enitre Agreement.
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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IN WITNESS WHEREOF, this Agreement has been executed by the
parties effective as of the date and year first above written.
ATTEST:
CITY OF SAN BERNARDINO, a
Municipal Corporation of the
State of California
By:
Shauna Clark
City Clerk
W. R. "Bob" Holcomb, Mayor
City of San Bernardino
CONSULTANT:
By:
Janis Marie Ingels
Approved as to form
and legal content:
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',c:;i ty Attorney
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