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R96-092RESOLUTION R96- ~'.~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A DOCUMENT MANAGEMENT SERVICES AGREEMENT FOR TEMPORARY LABOR SERVICES FOR THE INFORMATION TECHNOLOGY SYSTEMS (I.T.S.) DEPARTMENT BETWEEN THE CITY OF BOYNTON BEACH AND XEROX BUSINESS SERVICES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City's Information Technology Systems Department (I.T.S.) has been seriously Short of help for the last several months; and WHEREAS, Xerox Business Services, offers temporary help to supply business solutions to the needs of organizations by providing technical labor or a short term basis; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, Florida does hereby authorize and direct the Mayor and City Clerk to execute an Agreement between the City of Boynton Beach and Xerox Business Services, for temporary labor services for the I.T.S. Department, said Agreement being attached hereto as Exhibit "A". Section 2. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this ~ day of July, 1996. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Clerk (Co_-~rporate Seal) ITS.Temo 6/27t9~' ~,or missioner Commissioner / XEROX BUSINESS SERVICES DOCUMENT MANAGEMENT SERVICES AGREEMENT This Document Management Services Agreement (")4reement") sets forth the terms and conditions upon which The City of Bo3~uon Beach ("Customer" or '~ou") and Xerox Business Services ("XBS", "We", or "Us"), a division of Xerox Corporation ("Xerox"), have agreed for X~S to provide document management services ("Services") for you. Xq3S will provide Services to you at the following location: The City of Boynton Beach 100 E. Boynton Beach Blvd. P.O. Box 310 Bo.~rtton Beach, Fl. 33425 .~h'. Dale Sugerman (407) 375-6010 TERM The term of this Agreement will be the 6 month period from July !, 1996 through December 31, 1996. ff you and XBS mutually agree to begin Services partially and/or early, we will bill you on a'pro rata basis, based on a 30-day billing month and the terms and conditions of this Atp~ement will apply. PRICING Pricing for the Services provided under this Agreemen~ is displayed in Exhibit I. Such pricing is based upon information furnished by both parties that is b~lieved to be accurate and complete. If such information should prove to be inaccurate or incomplete in an5' ,,m~a__.terial respect, the parties will negotiate in good hith to make appropriate adjustments to tho provisions, Services, or pri_'cing under this Agreement. PERFORlVlANCE STANDARDS XBS will provide Services in accordance with the Pgrformance Standards ("Standards") as mutually agreed to and set forth in Exhibit II to this Agreernefit. If you believe that we are not performing in compliance, s~Sth the Standards, you will notify. XBS in x, xiting of the specific non-performance, and authorized representatives of both parties will meet to discuss these issues. We will then correct any non- performance within 30 days of notification [rom you, provided, however, if we fail to do so, you may terminate this Agreement without incurring Early Termiflation Charges. SERVICES In performing Services under this Agreement: a.. Personnel We will provide sufficient XBS-trained persognel to perform the Services established pursuant to (i) this Agreement anctJor as set forth in the Performance Standards. (ii) XBS personnel performing Services under thi~ Agreement will perfoma. ~.n a pro, f, ess,on~...1 ma~. ~r and ~511 comply with all of your applicable Security and safety regulataons. 'x ou vm~ prowae copies, and any applicable updates, to us for communication to our personnel. (iii) If you are dissatisfied with the perlbrmance of any XBS personnel, noti~ XBS of the specific deficiencies in writing, and we will address these non-performance issues within 5 days. If you remain dissatisfied with such peribrmance 'after ~e have taken remedial action, we will remove such personnel and provide a replacement. If, i~,vour judgment, you believe that the actions of such personnel warrants i~mnediate action, You will contact XBS and pro~4de the grounds for the request and XBS will act accordingly. (iv) X33S shall be deemed an independent contractor and shall not act as, or be your agent or employee. We will provide for and pay the compensation of XB,S.~ersonnel and be responsible for pavrnent of ail t~es which an employer is required to pay r,lating to the ~-nnployment of employees, including worker's compensation. You will not be liable to Xerox, or to any _'KBS per~qor~el, for our f~ilure to meet our compensation er tax obligations. We will indemnify, defend and hold you harmless from and agains~ al1 such obligations and will comply with all associated government regulations, including the tiling of all necessary reports and returns. b. Equipment/Software (i) (ii) We will provide an(i/or operate the Equipment/S~ Equipment in good working order during the ten the Agreement, Equipment and Software provide During the term of this Agreemen~ XBS will ha~ Equipment and software, artless caused by your n If you are not totally satisfied with anY Xerox .%~eement, at your request, we will replace iL comparable machine with similar features and. ca years from the original Equil~nent delivery, unle: event it will be effective during the enth'e term years from the original Equipment delivery. Thi~ been continuously maintained by Xerox or its au Equipment damaged or destroyed due to an Act .ftware listed in Exhibit ~ and we will keep the of this Agreement. Unless otherwise stated in under this Agreement are the property of XBS. re the risk of loss or damage to this XBS-owned ;gligence or willful acts. Equipment installed at your location under this without charge, with an identical model or a aabilifies. This Guarantee will be effective for 3 .s this Agreement is for a longer period, in which of the Agreement., but in no event longer than 5 Guarantee applies only to Equipment which has thorized representatives, and is not applicable to ff God. Supplies/Materials Standard supplies, (toner, developer, fuser agent, and staples), required to make $ 1/2" x 11" nnpress,ons for Services prowded by XBS under th, s A?eement are ~ncluded. White, z0. Bond paper and additional and/er non-standard supplies can be ordered and will be billed according to usage per then-current X~3S supply prices. BILLING AND PAYMI~NT a. Invoices are payable upon receipt. You shall pay to X~S all ~pplicable state and local taxes. These taxes include, but are not limited to, sales and use, r~mtal, ex¢jse, gross receipts, and occupational or privilege taxes. Exemptaon from tax payment will l~e allowe~l upon presentaUon of apphcable stat~ and/or local proof of exemption. You ,MI1 not be responsible for any taxes based on Xerox net income. CONFIDENTIAL INFORMATION While we are performing Services for you under this Agreement, we will not disclose your confidential business, information,, _ . which, may become known to ~us' while' performing Services ("Confidential lxrtbrmatmn ). We will instruct .'KBS personnel providing Services that they shall not remove any of your documents or your other materials and that they shall not 'disclose any Confidential Information to any persons other than your personnel, unless you authorize us in writing. Our obligations hereunder do not apply to any Confidential Information which 0) is in the public domain prior to, at the time of, or subsequent to the date of disclosure to us through no fault of ours, (ii) was rightfully in our possession free of any obligation of confidentiality, or (iii) was developed by Xerox employees or agents independently of and without reference to any of yom Confidential Information. PURCHASE ORDERS If you issue a purchase order under this Agreement, the Agreement number identified on the signature page of this Agreement will be referenced on its face, and the purchase order will be subject solely to the terms and conditions of this Agreement, notwithstanding ansxhing contained in the purchase order which is at variance with or additional to this Agreement, INDEMNIFICATION,~LIMITATION OF LIABILITY a. In the event, and to the extent, any negligent act or act of omission of XBS or Customer, or their respective, employees, agents or representatives causes (i) damage to or destruction opproperty of the other part3' or third parties, and/or (ii) death or injury to any person, then such party shall indemnify, defend and hold the other party harmless from and against any and all claims, including reasonable attorneys' fees and expenses, which are brought as a result, provided that the party to be indemnified gives the indenmifying party reasonable notice and the opportmqity to defend. You agree that you wilt not direct us to perform Services under this Agreement which would constitute an infringement of cop~ight or other intellectual property fights. If a third party brings a claim against Xerox for copyright infringement or othe~' intellectual property rights infringement arising from our performance of Services at your direction under this Agreement, you agree to indemnify, defend at your expense, and hold Xerox harmless, provided we give you timely notice and cooperate with you in the defense. Neither part3y will be liable to the other for indirect, special, punitive, consequential or incidental damages, such as loss of use, revenue or profit, whether arising due to a breach of this Agreement, in contract or in tort, (including, but not limited to, negligence), or under any other theory. 10. DISPUTE RESOLUTION a. In the event of any dispute between us regarding perfonnance under this Agreement, and prior to the commencement of any formal proceedings, the parties will attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute. If the matter has not been resolved within 60 days of a party's request for negotiation, either party may initiate mediation as provided below. If the dispute has not been resolved by negotiation as provided above, the parties will attempt in good faith to settle the dispute by mediation under the Center:..for Public Resources CCPR") Model Procedure for Mediation of Business Disputes. The neutral tli~d party will be selected from the CPR Panels of Neutrals, with the assistance of CP~ unless the parties agree othervdse. 11. ASSIGNMENT Neither parry, may assign this Agreement or its obligations hereunder without the prior written consent of the other party, ~vhich consent shall not be unreasonably' withheld: provided, however, Xerox may assign any of the XBS-Owned Equipment without notice to or consent of Customer. If Xerox assigns any XBS- Owned Equipment, Xerox shall remain primarily obligated with respect to it and any claim or defense that Customer may have regarding it may only be asserted against Xerox, and not agaimt any assignee. 12. GOVERNING LAXV This Agreem,,-mt will be governed by the laws of the'state in which the Se~'ices are provided. This Agreement is the complete 'agreemcm between us and supersedes all prior written or oral agreements regarding the Sen4ces. In the event the parties want to make any changes, the Agreement will be amended in ~riting and signed by both parties. <Custoltler> Xerox Business Services Signalure Signature Title Title Data Dare Exhibit 1 Labor Only: Position: Duration: Hourly Rate: Monthly Rate: $8000 per mouth for 4 months, $7500 Per month for 6 months commitment Interim ITS Director 4-6 Months Renewable upon mutual agreement Position: Network Administrator .~. Duration: 3-5 weeks Hnurly Rate: $23.00 $33.75 OT Position: Duration: Hourly Rate: Software Support Specialist 3-5 weeks $37.50 $56.25 OT The duties of the positions identified above have been previously disclosed and will be included as part of the Performance Specifications of this XBS Document Management Services Agreement.. RECEIVED OFFICE XBS ~OUTH OPS 05-818-4.60 ' ~Ul'.4 05'96" 15:00 N°.OO4-.P.02 of avhicwmcm in dcvvi~mrn~ ~p~n~ion m~fl sup~ of inf~l~ sy~cms. Svp~ior org~l~tlmtal ablltti0s~ Well-develop stmt~gic planned and ~al~l~! skill Pro~ssional, ~ova~, creative, a~8ntive to detail, bottom- line ori~mod, SOLID WASTER AUTHORITY OF PALM BEACH COUNTY W~sl Palm B~aeh, Florida 1995- · Impi~m~nl~d a re. cords manasemem pra~ in ~plian~ w~ Finds ~amos, wmte provedu~ and po]i~ie~, and ~oordina~ ~ah~ing. lde~ti~ al~omat~ informaiion ay~ma i.clodlng c]~oni~ ~a~g, COLD ~d mi~aphi~, a~istcd in thc ~vatumivn ~d selection of ha~wa~ ~d so~a~. OFFICE DEPOT, pelray, Florida Manttger, Document Services Implem~.nte~AH based, optical imaging system for Human ltesoUr~¢s to sorvice corporate and 500 store. Ongoing evaluation of ~om and ~tomor n~o~, upgr~ing ofh~d~ and so~e. Suaceagfuily complet~ b~ktog conve~ion of 59,000 ~ployee ~a m el~ronie images in 8 months, Documen~ ~ fully indexed ~ ~ady for a~ss 24 ho~ after Adm~istered a dambaae ~f 1.4 million ~a~. Wrme ~liei~ and pro.dams, ~oordina~d ~g ofu~s. Workin~ o~ in,ogling E-mail w~h o~i~l imag~g to eliminate orea~o, of paper d~um~ts and the workflow, N~tional Council on Compensatlnn Insurance, Boca l~ton, Florida Manager, lnforltuttton Resources ~' lnformatwn ,~y,~Wm,v 191~3.1994 D~.weloped and implemented pilot projea using E-mail ~o publish and 0istribute form and documems, lustalled on.li,c eicet~nic publi~g syst~ for v~i~s m~uals and ~blicalions. Analyzed thc fcasibili~ of using cl~tr~ic imaged to fom'a~ docamema m dam en~ ven~or, r~ulfin~ reduc~ casts ~d expediting ~maround time on ~y~ ~ta. Developed and administ~ a pilot pmje~ to share doo~enl~ with ii~ld offices using imaging. Member of aorporate ima$1n$ ~nm l.o ~onv~ war, rs ~pcnsation ~o]ici0s to cloct~ni~ imaging. Record, Management R~ponsible for all aspecB of R~ords Management Program, ~n~luding developed mid implemented ~lici~/proe~ures and s~t s~rds to e~um cou~ admbsibil~y iand ~mp]i~ with federal, state and regulat0~ Coordinmed document discover,, provided litigation support to Legal De~ent and l~fifiM ~mplem~nl~ a fo~s con~ol program Initiated 1he co~orate Di~atcv Re~v~, Priam. wrote ~olicy a~d Orocodures. m~r Business Recow~ Team. SOt TI-I FL _iP~ ID:30~-818-~560 3'UN 05' 96 15:00 No,O04 P.03 NCC1, continu0d impl0menled stato.0f4hv-arts c~ntral filing operation us~g ~ck movable ~ equipm~t, color cod~ ~d ~mput~d ~ of r~rd~. p~gmms. D~lop~ and ~dministered ref~n~ library ~t ~sistvd of ~c ~fo~nti~ ~basos ~nd CD- ROM pubtic~fions for comp]~ l~g~ ~d bus~vss ~fv~u,ation S~rches including federal and state Administrative Management/Contract Adm in~stration Developed and eDordinated the OSHA saf0ty and hazardousl material program for all offices Keau College--Union City, New ]era~y * Implomonled c~pu~d atud~t 8tare ofR~o~e Islan5 - Governor's O~e~ ~vlden~, ~ode Isled nationally. Developed and evaluated bid proposals for oquipm~t and services, including computer hardware and SOftWarO. ; Managed projects, deveiol:~l budg~ and fe~ibility studies, supervised professional m~d clerical staff. 1982- ! 95 ~ 1979-1982 DirectOr, Public Records · Wrote and seemed passage of~e Rhode Island Public Kecards A&nhfistration Act (Statute 32-3). · Developed stale-wide public records programs for state, municipal!and local age,ties. · V/rotc grant proposals and ~ared f~derai funding in ex.ss of $2 ~illion. Kelly Institute, St, French College, Brooklyn, New York A~.~istant Dit~etm' and A~Dlst , Adminislered ~he Brooklyn County Archives dating back to the fi~e original aettlomente. 1978-t979 New Haven Historical College, New Hav~n, Conn~fiout .4rcltfi,i~ 1975-1975 Edueatton B.A. -- Alberta,, Magnus COllege, New Haven, Conneeticxlt M,A. -- St. John's University, Jamaica, New York Ph.D. -- St. ,lohn*s University, Jamaica, New York Professtonot Affllltttlott$ · C~rtified Records Manager (CRM) ARMA--Aaaoeiation of Records Managers and Administrators · AllM--A~oeiation oflmase and Information Management