HomeMy WebLinkAboutReso 1974-7562• i
..~ ' Z
Form Nod. 342
Rev 9~ 3/74
RESOLUTION NO. 7562
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA, APPROVING AGREEMENT BETWEEN Ti-.E CITY OF CHULA
VISTA AND CHULA VISTA SANITARY SERVICE FOR DATA
PROCESSING SERVICES
AND AUTHORIZING TFiE MAYOR TO EXECUTE SAID AGREEMENT
The City Council of the City of Chula Vista does hereby
resolve as follows:
NOW, THEREFORE, BE IT RESOLVED that that certain agree ent
between THE CITY OF CI-iULA VISTA, a municipal corporation, and
CHULA VISTA SANITARY SERVICE, for Data Processing Services
dated the 10th day of December 19 74 a copy of
which is attached hereto and incorporated herein, the same as th ugh
fully set forth herein be, and the same is hereby approved.
BE IT FURTHER RESOLVED that the Mayor of the City of C ula
Vista be, and he is hereby authorized and directed to execute sa"d
agreement for and on behalf of the City of Chula Vista:.
Presented by
r
A
~/~/% //
Gordon K. Grant, Director of Finance
Approved as to form by
,~~
George D. Lindberg, Cit~ Attdrney
ADOPTrD AND APPROVED by the CITY COUNCIL of the CITY O Cf:.ULA
VISTA, CALIFORNIA, this 10th day of December 1974 by
the following vote, to-wit:
AYES: Councilmen
NAYES: Councilmen
ABSENT: Councilmen
Hobel, Hamilton
None
None
;~~ Mayor o
,~
ATTES"Jt,.
/ City C erk
L.-'
STATE OF CALIFORNIA)
COUNTY OF SAN DIEGO) ss.
CITY OF CF3ULA VISTA)
de
ity of Chula Vista
I, City Clerk of
of Chula Vista, Cali~ornia, DO IlEREBY CERTIFY that the above is
true and correct copy of Resolution No. and that the s
not been amended or repealed. DATED _
e City
full,
has
ty Cler
DATA PROCESSING SERVICES AGREEMENT
This agreement, made and entered into as of the 10th
day of December , 1974, by and between the CITY OF CHUL~
VISTA, a municipal corporation, 276 Fourth Avenue, Chula Vista,
California, herein referred to as "SUPPLIER", and CHULA VISTA SAN:
SERVICE, 311 "F" Street, Chula Vista, California, herein referred
as "CUSTOMER";
W I T N E S S E T H
A. Supplier is engaged in the data processing business
maintains an office at 276 Fourth Avenue, Chula Vista, California
:TARY
to
and
B. Customer conducts a business under the name "Chula ista
Sanitary Service" at premises located at 311 "F" Street, Chula Vi ta,
California.
C. Customer requires data processing services on a con in-
ning basis for efficient operation of his business, and supplier 's
willing to provide such services on the terms and conditions set orth
herein.
In consideration of the mutual promises contained herei ,
and of the mutual benefit to be derived hereunder, the parties ag ee
as follows
1. S~RVIC~S TO B~ PROVID~~
Supplier shall provide the following data processing an
related services pursuant to the charges, terms and conditions of
this agreement and attached schedules:
A. Supplier's duty to perform under this contract is
contingent upon the existence of an executed agreement between Custom-
er and EDP Management, Inc. for the design and development necessary
for initial implementation of the program.
B. Supplier's duty to perform under this contract is on-
tingent upon Customer first providing Supplier with a current master
billing file on tape, 9 track, 800 BPI. Receipt of this master filling
file is due by January 25, 1975.
C. Supplier agrees to assume the responsibility for k y-
punching, updating, reporting and billing for Customer.
D. Supplier agrees to provide forms to be used over a
period of three (3) years for the billing system. In the event hat
the customer exercises their right pursuant to other provisions f
this agreement to withdraw from the contract, the customer coven nts
that at this time supplier has the authority to accept an irrevo able
offer of purchase extended to the remaining specialized forms he d
by supplier at $.10 per form. Customer's offer is forwarded at his
time and supported by the consideration found in the mutual cove ants
of the parties. Upon acceptance of the irrevocable offer by sup lier
the business forms become the sole and total property of the cus omer.
E. Supplier agrees to provide maintenance and minor m di-
fications for the programs in a production status. Minor modifi ations,
for the purposes of this agreement, shall mean any modification equir-
ing two hours or less of programming to effect. The two hours p r
month represents modification or maintenance in total for all Cu tourer
programs. All program modifications exceeding two hours will be billed
at a rate of $15.75 per hour, agreed upon prior to work being do e.
F. Customer shall reimburse supplier for disbursement
such as travel expenses, telephone calls, supplies, transportati n,
secretarial and messenger services where customer has provided p for
-1-
s~ y
revised ] 2'6/'74
... ,.~.
~ n -y~ n.
- .. ~.__
c.r as the r-es
ut.. :oriza.ti o:. ;-~ ~rhe, , :~?llai~~.~.. ~~.ncurred by sup~~ ~ ~ - ~ kilt
of an error ~. ,~missa_c .. ,~, custoaact:. j
G. There sh..:;_1 be added tc '.l charges under this agre -
rnent amounts equal to a.zy applicable -1__<:rxes however designated or evied
or based on such charges or on this agreement, including state an~
local privilege or excise taxes based on gross revenue, and any t xes
or ~-~moun+~s in lieu thereof, paid or payble by supplier in respect to
the foregoing, exclusive of taxes based on net income.
H. Supplier may invoice charges monthly for services r n-
dered and such invoices shall be payble ten (10) days after the i voice
date.
I. Supplier agrees to cooperate with and assist EDP Ma age-
ment, Inc. in any way possible to install the program so that it er-
forms to Customer's satisfaction.
2. C;~ARG~S.
A.
Implementation: It is understood between the parti s
that the system and the program necessary to provid
the systerl for the services offered by supplier will
be provided for by EDP Management, Inc. It is furt er
understood as provided hereinabove that EDP Managem nt,
Inc. and the customer shall enter into a written co tract.
The follo~~~~ing information is given for the convenie ce
of the parties solely.
System Sttidy and Design
Approximately 40 hours at $22.50 per hour - $
Program Development
Approximately 250 hours at $18.75 per hour -
Includes documentation and computer time.
900.00
687.50
Total Initial Cost Not to Exceed - - - $ 5,587.50
B. Processing. The proposed charges are based on fi
supplied by Custorr.er and i.t i.s understood that the transaction
may vary according to the number of transactions submitted.
Keypunch
Utilizing an average of 125,000 transactions
per year and allo~,~ing 5% needing keypunch
effort. 522.5 cards per month at $.02 per
transaction. Includes adds, deletes and
changes. - $
Computer Processing
Update Master File at $.285 per
transaction. This amount is predicated upon
$.185 cost per transaction and $.10 postage
to be paid by the City of Chula Vista. Postage
increases shall be considered as inflationary
increases as herein provided. Includes all
required reports. Approximately 10,420 tran-
sactions per monL-h -
Estimated processing cost per month -
Estimated processing cost per year -
res
arges
10.45
$ x,969.70
,980.15
$3$,761.80
C. Increases in price may occur because of paper cosh
increase, upgrading of computer equipment, and/or other inflatio ary
icosts. Cost projections are subject to adjustment within thirty (30)
days written notice.
~,~ k ~ _,
-2-~
3. INITIAL TERM; T~RMTNATIUN
The initial term of this contract shall commence on
December 10 , 1974 and shall continue until Decembe 10 ~
197
This contract may be terminated by either party, withou cause,
by giving written notice to the other party at least sixty (60} d ys in
advance thereof and specifying the termination date. Termination will
conform to the stipulations within this contract. Customer shall pay
supplier all charges for work performed up to the stated effectiv term-
ination date set forth in the notice. Either party may terminate this
agreement at any time for failure of the other to comply with the terms
and conditions of this agreement.
4. PLACE S~RVIC~S TU B~ P~R~URMLD
Services to be provided by supplier under this contract shall
be performed at supplier's place of business.
5. MATERIALS AND ~QUIPM~NT
Supplier shall furnish, at his own expense, all materials
and equipment necessary to carry out the terms of this contract.
G. ~MPLOyM~NT OF P~RSUNN~L
Supplier shall provide experienced and qualified perso nel
to carry out the work to be performed by him under this contract and
shall be responsible for and in full control of the work of such personnel.
7. R~LATIUNSHIP B~Tw~~N PARTIES; MURK STANDARDS
Customer is interested only in the results achieved by
supplier, and supplier shall be in control of the means by which he
achieves that result. Supplier will adhere to professional stan ards
and will perform all services required under this agreement in a manner
consistent with generally accepted procedures for data processin and
allied services. Supplier shall reprocess at his expense all wo k
necessary to correct errors directly caused by malfunction of su plier's
machines or mistakes of supplier's personnel. Supplier will str ve
for maximum accuracy in the results obtained from his services, nd will
normally key verify and manually balance with controls provided y cus-
tomer. If either of these are not provided, however, by reasons of
customer, customer shall accept the results furnished by supplie as
complete and satisfactory performance.
8 . CUSTUM~R RSV I ~G1 U~ UlURK
Customer shall review all reports and data submitted b
supplier within thirty (30) days following delivery and notify s pplier
in writing of any discrepancies or deficiencies contained in suc
material.
9. CURR~CTIUN OF ~RRURS
Supplier shall have the right to reprocess customer ma erials
to correct any errors for which he may be responsible in full sa is-
faction of all customer's claims, provided customer has notified supplier
in writing of any claimed error within thirty (30) days' after r ceipt
of service results and furnished supporting documentation of suc
claim. All services furnished hereunder are deemed acceptable t cus-
tomer unless proper notice and proof of claim are made within th t
thirty (30) day period. j
-3-
~~~
10. DATA SA~BGUARDS
All written information submitted by custorer to suppli r
in connection with this agreement, which is identified as proprie ary
information, will be safeguarded by supplier to at least the same
extent as supplier safeguards like information relating to his ow
business. If, however, such data is publicly available, is alrea y
in supplier's possession or known to him, or was rightfully obtai ed
by supplier from third parties, supplier shall bear no responsibi ity
for its disclosure, inadvertent or otherwise.
ll. PROPRI~7ARY RIGHTS
All programs, documentations, reports and master files
are the sole property of customer and upon termination or comple ion
of the contract will be provided to customer upon request.
12. LIABILITY U1= SUPPLIBR
Supplier shall be liable for loss, destruction or damage of
customer supplied materials only if due to negligence of supplie ,
and then only to the extent of restoring the lost, destroyed, or dam-
aged materials; provided such restoration can be reasonably perf rmed
by supplier and customer furnishes supplier with all source data nec-
essary for such restoration.
Supplier shall not be liable for failure to provide, o delays
in providing, services hereunder, if due to any cause beyond sup lier's
reasonable control.
Supplier's liability for any default under this agreem nt
shall be limited to general money damages in an amount not to ex eed
one month's average charge to customer, based on actual monthly barges
paid during the previous twelve months, or such lesser number of months
in the event this agreement has not been in effect for twelve mo tbs.
Under no circumstances shall supplier be liable for any lost pro its
or for special, consequential or exemplary damages, such as, but not
limited to, loss of anticipated profits or other economic loss i
connection with, or arising out of the existence of, the furnish'ng,
functioning, or customer's use of any item of equipment or servi es
provided for in this agreement, or for specific performance.
13. TBRMS TD BB BXCLUSIVB
The entire agreement between the parties with respect o
the subject matter hereunder is contained in this agreement. In the
event customer issues a purchase order, memorandum, specificatio s,
or other instrument covering the services herein provided, such urchase
order, memorandum, specifications, or instrument is for customer s
internal purposes only and any all terms and conditions containe
therein, whether printed or written, shall be of no force or eff ct.
Except as herein expressly provided to the contrary, the provisi ns
of this agreement are for the benefit of the parties hereto sole y
and not for the benefit of any other person, persons, or legal e tities.
14. RBPRBSBNTATIUNS AND GIARRANTIBS
Customer acknowledges that he has not been induced to nter
into this agreement by any representation or statements, oral or
written, not expressly contained herein or expressly incorporate by
reference.
Supplier makes no representations, warranties, or guar nties,
express or implied, including without limitation any warranties f
merchantability or fitness for intended use, other than the expr ss
representations, warranties, and guaranties contained in this ag Bement.
-4-
7~~~-
15. GIAIVFR OR MODIFICATION TNFFFFCTIVF UNLESS IN WRITING
No waiver, alteration, or modification of any of the
provisions of this agreement shall be binding unless in writing a
signed by a duly authorized representative of supplier.
ib. GIRTTT~N NOTTC~
All notices required by or sent under this agreement sh 11
be in writing, shall be sent by means of Certified Mail, return r ceipt
requested, and shall be addressed as follows:
SUPPLIER -
Director of Finance
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 92010
CUSTOMER -
Mr. Dick Chase
Chula Vista Sanitary Service
311 "F" Street
Chula Vista, California 92010
Any written notice hereunder shall become effective as f
the date of mailing by registered or certified mail and shall be eemed
sufficiently given if sent to the addressee at the address set forth
above or such other address as may hereafter be specified by noti e
in writing.
1y. GOVERNING LAw
This agreement shall be governed by the laws of the State
of California.
This agreement may not be assigned by either party her
without the prior written consent of the other party.
Time and the punctual performance of each and all of t e
terms, provisions and agreements hereof are of the essence of th's
agreement.
IN WITrdES5 WHEREOF, the parties hereto have executed t is
agreement the day and year first above written.
THE CITY OF CHULA VISTA
~;-
George Lindberg, City Atto y
CHULA VISTA SANITARY SERV CE
~ i. "
~ : /~
BV:
r
-5-
7s~~
Approved as to form by