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CIlC OF SAN BERNARD1C> -
REQU~ FOR COUNCIL AC"~ON
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From: STEPHEN D. HALE
Subject:
CONSULTANT AGREEMENT
Date: September l6, 1987
Dept: Data Processing
Synopsis of Previous Council action:
Approved by Council Personnel Committee lO/B/87.
Recommended motion:
ADOPT RESOLUTION
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Signature
Contact penon:
STEPHEN D. HALE
Phone: SOlO
Ward: All
Supporting data attached: Contract, Staff Report
FUNDING REQUIREMENTS:
Amount: $38,000. 00 ~"",._,('.:I_."
Source: (ACCT. NO.) ,,-?,- /q:J'$"3/S0
(ACCT. DESCRIPTION) jJADF~~OA/AL
Finance: tJ...
5Z!J(INees'
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Council Notes:
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Agenda Item No.
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'CI1C- OF SAN BERNARDIC';' - REQUECT FOR COUNCIL ACT-?N
STAFF REPORT
The Creative Computer Solutions Data Systems Support Contract
expires on December l5, 1987. This Consultant will replace
the Creative Computer Solutions Consultant. Lead time is
needed to have Consultant up-to-speed by date of Creative
Computer Solutions Contract expiration.
75-0264 l-/~ - J"7
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11 reference as fully as though set forth at length.
12 I HEREBY CERTIFY that the foregoing resolution was duly
13 adopted by the Mayor and Common Council of the City of San
14 Bernardino at a meeting thereof, held on the
15 day of , 1987, by the following vote to
16 wit:
17 AYES: Council Members
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19 NAYS:
20 ABSENT:
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24 of
City Clerk
The foregoing resolution is hereby approved this
day
, 1987.
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Mayor of the City of San Bernardino
as to form and legal content:
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A G R E E MEN T
THIS AGREEMENT is made and entered into this day of
, 1987, by and between the CITY OF SAN BERNARDINO,
a municipal corporation, 300 North "D" street, San Bernardino,
California 924l8, (herein referred to as "City"), and Janis
Marie Ingels, l2024 Palm Vista, Moreno Valley, California 92387
(herein referred to as "Consultant").
City and Consultant agree as follows:
l. General Description of work to be Done.
City hereby engages Consultant, and Consultant hereby accepts
such engagement, to perform the services herein described for the
12 compensation herein provided. Consultant hereby assures and
13 covenants to City that she has the qualifications, experience
14 and facilities to properly perform said services, and hereby
15 agrees to undertake and complete the performance thereof for the
16 compensation herein provided.
17 2. Term.
18 The term of this agreement shall commence October 4, 1987,
19 and end June 30, 198B. This agreement may be extended on a
20 month-to-month basis for a maximum of twelve (l2) additional
21 months upon the express written consent of Consultant to such
22 extension and the approval thereof by the Mayor and Common
23 Council.
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Payment and provision for Payment.
Maximum Compensation
(l) Maximum total compensation to be paid under this
agreement shall be Thirty-eig~ Thousand Dollars ($~8,000).
3.
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1 Payment to Consultant for services provided under this agreement
2 shall be at the rate of $29.07 per hour, and in no event shall
3 exceed $5,000 within any calendar month.
4 (2) Consultant shall provide a minimum of 48 hours
5 of service per calendar month.
6 B. Manner of Compensation
7 Cl) Consultant shall maintain and file with the Data
8 Processing Department a record of all hours worked on assigned
9 projects. Said projects shall be listed by work order if such
10 listing is requested by the Data Systems Manager.
11 (2) The Data Systems Manager shall submit a claim or
12 request for payment based on such record to the Finance
13 Department in such manner that Consultant shall be paid biweekly.
14 (3) Consultant shall assume and pay all out-of-
15 pocket expenses and costs of performing.services under this
16 agreement except as otherwise specifically provided herein, and
17 City shall not be liable for any such costs and expenses.
18 4. General Descriotion of Work to be Done.
19 City hereby retains Consultant to perform programming and
20 training services as follows:
21 Ca) prepare source code in Basic, Proc or Access, as
22 specified by the Data Systems Manager;
23 Cb) prepare documentation of the above;
24 Cc) analyze existing software for problems, and make
25 corrections or refer problems to Creative Computer Solutions
26 which require an extremely high level of skill;
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1 (d) inform the Data Processing Department of any
2 corrective action taken with respect to the above and to impart
3 the knowledge of how the solution was obtained;
4 (e) Consultant, in addition to the above, will
5 inform and train City Data Processing Department personnel as
6 determined by the Data Systems Manager in matters related to
7 various language processors used or which may be used by the
8 City;
9 (f) perform other related programming and training
10 services which may be required by the Data Processing Department
1] in relation to the data processing equipment and functions which
]2 are or may be utilized in the City service as determined by the
13 Data Systems Manager in the exercise of his sole discretion.
14 5. Amendments.
15 This agreement may be amended or modified only by written
]6 agreement executed by both parties.
17 6. Assianment.
18 Consultant's rights under this agreement shall not be
19 assigned by Consultant to any other person, firm or corporation
20 without the prior written consent of the City.
2] 7. Relationship of Parties.
22 Consultant is acting as an independent contractor, and not
23 as an employee of the City. In the performance of personal
24 services pursuant to the provisions of this agreement, Consultant
25 shall not be supervised, directed, or under the control or
26 authority of any City officer or employee, except and to the
27 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 damage 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. Attornevs' 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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1 lO. Termination bv Citv.
2 Notwithstanding any other provision of this Agreement, the
3 City, by notifying Consultant in writing, may terminate all or a
4 portion of the services agreed to be performed under this
5 Agreement with or without cause. Consultant shall be given five
6 (5) days' written notice for failure of Consultant to perform
7 obligations under the contract in a satisfactory manner, and
8 thirty (30) days' written notice if termination is for other
9 reasons. Notice shall be mail posted to the address set forth
10 herein for the receipt of notices. In the event of any
11 termination, Consultant shall have the right and obligation to
12 immediately assemble work in progress and forward same to the
13 City. All charges outstanding at the time of termination shall
14 be payable by the City to Consultant within thirty-five days
15 following submission of final statement by the Consultant.
16 11. Acceptance of Final pavment Constitutes Release.
17 The acceptance by Consultant of the final payment made
18 according to the terms of this Agreement shall operate and be a
19 release to the City, and every employee and agent thereof, from
20 all claims and liabilities to Consultant for anything done or
21 furnished for or relating to the work or services, or for any act
22 or failure to act of the City relating to or arising out of work
23 and this Agreement.
24 l2. Acknowledgment.
25 (a) Consultant acknowledges and agrees that City is the
26 sole and exclusive owner of all rights and remedies in and to
27 certain confidential ideas and secrets concerning the operations
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1 of City, any products or information resulting, in whole or in
2 part, from the work performed under this agreement, and all
3 products or information derived or to be derived from said work,
4 regardless of whether City's or Consultant's work is subject to
5 patent, copyright, or other protection.
6 (b) In the event that any work performed under this
7 agreement is or becomes the subject of a patent application,
S patent, copyright, or other rights under the laws of the United
9 States or any other country, Consultant agrees and understands
10 that City shall have all the rights and remedies available to
11 City under the law as a result of such patent applications,
12 patents, copyrights, or other rights.
13 l3. Confidentiality and Non-Disclosure
14 (a) Consultant acknowledges that during the Consultation,
15 Consultant has had and/or shall have access to and has become
16 and/or shall or may become aware of secret information.
17 Consultant agrees to hold in confidence all such secret
18 information disclosed to Consultant or developed by Consultant in
19 connection with the work performed under this agreement, either
20 in writing, verbally, or as a result of the Consultation except:
21 (l) Information which, at the time of disclosure, is
22 in the public domain or which, after disclosure, becomes part of
23 the pUblic domain by publication or otherwise through no action
24 or fault of Consultant 1 or
25 (2) Information which Consultant can show is in its
26 possession at the time of disclosure and was not acquired,
27 directly or indirectly, from CitYl
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1 (3) Information which was received by Consultant
2 from a third party having the legal right to transmit that
3 information.
4 (b) Consultant shall not, without the written permission
5 of the Data Systems Manager, use the secret information, which
6 Consultant i~ obligated hereunder to maintain in confidence, for
7 any reason other than to enable Consultant to properly and
8 completely perform under this agreement.
9 (c) Consultant shall not reproduce or make copies of the
10 secret information or Consultant's output, except as required in
11 the performance of this agreement. Upon termination of the
12 agreement for any reason whatsoever, Consultant shall promptly
13 deliver to City all correspondence, drawings, blueprints,
14 manuals, letters, notes, notebooks, reports, flow-charts,
15 programs, proposals, or documents concerning City.
16 (d) Except as may be required for performance of this
17 agreement, Consultant shall not, during or at any time subsequent
18 to this agreement, unless City has given prior written consent,
19 disclose or use the secret information or engage in or refrain
20 from any action, where such action or inaction may result (l) in
21 the unauthorized disclosure of any or all such secrets to any
22 person or entity; or (2) in the infringement of any or all such
23 rights.
24 (e) Consultant shall immediately notify City of any
25 information which comes to Consultant's attention which does or
26 might indicate that there has been any loss of confidentiality of
27 such secrets or breach of such rights.
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1 <fl Consultant shall limit the disclosure of the secret
2 information to those persons in Consultant's organization or the
3 City, who have a need to know all or part of the secret
4 information. Consultant shall make such disclosure to each such
5 person limited to that portion of the secret information that
6 that person needs to know. Consultant shall inform each such
7 person of the provisions of this agreement regarding secret
8 information and shall make reasonable efforts to insure that each
9 such person shall abide by those provisions.
10 l4. Notices.
11 Any notice required to be given hereunder shall be
12 deemed to have been given by depositing said notice in the United
13 States mail, postage prepaid, and addressed as follows:
14 City
15 Shauna Clark, City Clerk
City of San Bernardino
16 300 North wDw Street
San Bernardino, CA 92418
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18 l5. Entire Aareement
19 This contract constitutes the entire Agreement between City
Consultant
Janis Marie Ingels
l2024 Palm Vista
Moreno Valley, CA 92387
20 and Consultant and may be modified only by further written
21 agreement between the parties.
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1 IN WITNESS WHEREOF, this Agreement has been executed by the
2 parties effective as of the date and year first above written.
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CITY OF SAN BERNARDINO, a
Municipal Corporation of the
State of California
ATTEST:
By
Mayor
City Clerk
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Approved as to form
14 and legal content:
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CONSULTANT
By
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.CI~ OF SAN BERNARDUO - REQUL.~T FOR COUNCIL AC.....40N
~q
STAFF REPORT
In order that the Council have an understanding of the
current direction our computer operation is taking, I am
providing this brief staff report. A comprehensive report
will be provided within the month.
The key information for the purpose of this item is found
in early discussions regarding the staffing of the Data
Processing Center..."the facilities management approach was
to minimize the number of City Data Processing staff initially
needed on site." The report goes on to identify-a manager and
an operator, as full time and contract labor for additional
staff.
The system has dramatically changed in terms of scope of
programs and applications; however, this proposed contract is
in keeping with the original concept of a small department
with contract assistance.
In the forthcoming report, a full analysis of financing, staftL
and facilities will be provided initially at the Personnel
Committee level. This is in preparation for a clear under-
standing of division activities prior to next year's budget
development time.
10-27-87
SUPPLEMENTAL INFORMATION
ITEM iI 15
75-0264
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SUPPLEMENTAL INFORMATION
ITEM #15
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RESOLUTION NO.
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH JANIS MARIE INGELS TO PERFORM
3 CONSULTING SERVICES FOR THE DATA PROCESSING DEPARTMENT.
4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
5
6 SECTION l. The Mayor of the City of San Bernardino is
7 hereby authorized and directed to execute on behalf of said City
8 an agreement with Janis Marie Ingels to perform consulting
9 services for the Data Processing Department, a copy of which is
10 attached hereto marked Exhibit "AW and incorporated herein by
11 reference as fully as though set forth at length.
12 I HEREBY CERTIFY that the foregoing resolution was duly
13 adopted by the Mayor and Common Council of the City of San
14 Bernardino at a
meeting thereof, held on the
15 day of
16 to wit:
, 1987, by the following vote
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AYES:
Council Members
19 NAYS:
20 ABSENT:
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City Clerk
10/29/87
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1 The foregoing resolution is hereby approved this day
2 of , 1987.
3
4 Mayor of the City of San Bernardino
5 Approved as to form
and legal content:
6 L1.~
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C(J' Attorney
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lO/29/87 2