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HomeMy WebLinkAboutReso 1987-13020- RESOLUTION NO. 13020 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND LAIDLAW WASTE SYSTEMS, INC. FOR THE PROVISION OF DATA PROCESSING SERVICES AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and LAIDLAW WASTE SYSTEMS, INC. for the provision of data processing services dated the 5th day of May , 198 7, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by Approved as to form by City Manager e 0374a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 5th day of. May 19 87 , by the following vote, to-wit: AYES: Councilmembers Malcolm, Nader, Moore, Cox, McCandliss NAYES: Counci 1 members None ABSTAIN: Councilmembers None NOne ABSENT: Counci 1 members ~City of Chulo Vista ATTEST~ ~ ~ Clerk S i ATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the above and foregoing is o full, true and correct copy of RESOLUTION N0. 13020 ,and that the some has not been amended or repealed DATED ~ City Clerk CI'!Y OF CHULA VIS'rA CC-660 DATA PROCESSING SERVICES AGREEMENT THIS AGREEMENT, made and entered into as of the 5th day of May , 1987, by and between THE CITY OF CHULA1A, a municipal corporation, herein referred to as "Supplier", and the LAIDLAW WASTE SYSTEMS INC,, herein referred to as "Customer"; WITNESSETH: A. Customer desires to computer process various and sundry financial transactions and receive certain accounting reports. B. Supplier possesses the necessary facilities, equipment and personnel to perform the desired work. C. Supplier is able to mesh and coordinate requisite services with Customer needs in an atmosphere of mutual cooperation without unduly jeopardizing rights nor increasing liabilities for either party. D. Supplier is willing to provide said computer processing services on the terms and conditions delineated herein. NOW, THEREFORE, in consideration of the mutual promises and obligations below set forth, the parties agree as follows: 1. CUSTOMER WILL: a. Input all account data required for operation of the system with the exception of payments which may be received by magnetic tape. b. Provide all data terminals and printers required for operation of the system. Equipment is to be approved by Supplier. c. Deliver all relevant input data to be used in the computers of Supplier in processing of Customer's records, to the Data Processing Control Desk of Supplier. d. Pick up all relevant output at the Data Processing Control Desk. e. Perform all manual processing required by the system. f. Provide the postage for the billing statements. 2. SUPPLIER WILL: a. Computer process data for Customer according to mutually established specifications, including on-line data entry, on-line account inquiry, reporting and bill ing. b. Make all reasonable efforts to comply with production schedule requirements. Finished reports will normally be available two (2) working days from receipt of necessary source material. If data entry and processing call for more than eight (8) hours, the production schedule will be adjusted by mutual agreement. c. Create computer back-up files for Customer in the same manner and to the same extent that Supplier creates for its own system. d. Provide the telecommunication line and modem at Supplier's cost. e. Provide system and programming maintenance required by user per rates established within "Service Charges" section. f. Provide supplemental data entry service as required by user per rates established within "Service Charges" section. 3. EFFECTIVE DATE AND TERMINATION The term of this contract shall commence on July 1, 1987, and shall continue until June 30, 1992. 4. SERVICE CHARGES Actual charges for supplemental data entry will be at Supplier's employees' hourly rate plus 100% overhead factor. Actual charges for programming and systems work beyond the original system definitions will be at employees' hourly rate plus 100% overhead factor. Actual charges for computer processing during the first year of operation, including all required reports, will be $0.195 per billing statement. Actual charges for the telecommunication line and modem will be at Supplier's cost. Customer agrees to pay Supplier between the fifteenth (15th) day and the end of each month for the previous months service, a sum of money for services computed according to the Rates of Charge. Changes to the computer service charges will be based upon two categories of changes, as delineated in the remainder of this section. It is the intention of the parties to this agreement that rate changes of these two types may be made administratively by the City Manager and the manager of the Customer or their designated representatives without the necessity of City Council approval. The first type of rate change will result from changes in the Customer's requirements. New rates will be the result of negotiations between the Customer and Supplier. Initially the rate will be $0.195 per billing statement. -2- The second type of rate change will result from changes in the cost of providing the services and be limited to an annual percentage rate as determined by the U. S. Department of Labor Consumer Price Index (All Urban) for the San Diego Metropolitan Area. 5. TAX PAYMENTS There shall be added to all charges under this agreement amounts equal to any applicable taxes, however designated or levied or based on such charges or on this agreement, including state and local privilege, excise or sales taxes. 6. EMPLOYMENT OF PERSONNEL Supplier shall provide experienced and qualified personnel 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. PRODUCTION SCHEDULES Production schedules for the above mentioned data processing services may be revised from time to time by mutual agreement of the parties in writing, submitted at least ten (10) days prior to implementation to the respective representatives designated in Section 17. Customer will alter relevant manual schedule to meet Supplier's computer schedule requi,rements. 8. RELATIONSHIP BETWEEN PARTIES: WORK 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 standards and will perform all services required under this agreement in a manner consistent with generally accepted procedures for data processing and allied services. Supplier shall reprocess at his expense all work necessary to correct errors directly caused by malfunction of Supplier's machines or mistakes of Supplier's personnel. Supplier will strive for maximum accuracy in the results obtained from his services, and will normally key verify and manually check control figures provided by Customer. If either of these is not provided, however, by reasons of Customer, Customer shall accept the results furnished by Supplier as complete and satisfactory performance. 9. CUSTO~IER REVIEW OF WORK Customer shall review all reports and data submitted by Supplier within two (2) days following delivery and notify Supplier in writing of any discrepancies or deficiencies contained in such material. All services furnished hereunder are deemed acceptable to Customer unless proper notice and proof of claim are made. -3- 10. CORRECTION OF ERRORS Supplier shall have the right to reprocess Customer materials to correct any material errors for which he may be responsible in full satisfaction of all Customer's claims, and/or Supplier discovered discrepancies. In the latter instance, Customer will be given reasonable opportunity to correct said discrepancies before continuance of processing. Any corresponding delay by Customer in responding may result in significant lengthening of production schedules. ll. SPECIAL SUPPLIES Supplier agrees to provide all supplies and forms to be used in the billing system, except postage. In the event that Customer exercises his right pursuant to other provisions of this agreement to withdraw from the contract, the Customer covenants that at this time Supplier has the authority to accept an irrevocable offer of purchase extended to the remaining specialized forms held by supplier at cost. Customer's offer is forwarded at this time and supported by the consideration found in the mutual covenants of the parties. Upon Supplier's acceptance of the irrevocable offer, the business forms become the sole and total property of Customer. 12. PROPRIETARY RIGHTS All programs, documentation and report formats provided by Supplier are the sole property of Supplier. All programs, documentation and report formats provided by Customer are the property of Customer. 13. LIABILITY OF SUPPLIER Supplier shall be liable for loss, destruction or damage of Customer supplied materials due to negligence of Supplier. Supplier shall restore the lost, destroyed, or damaged materials, provided such restoration can be reasonably performed by Supplier and Customer furnishes Supplier with all source data necessary for such restoration. Supplier shall not be liable for failure to provide, or delays in providing, services herein, i f due to any cause beyond Supplier's reasonable control. Customer shall indemnify and hold Supplier harmless from all claims and demands of any description arising out of the performance of this agreement resulting in money damages. Supplier's liability to Customer for any default in failing to meet schedules under this agreement shall be limited to general money damages in an amount not to exceed one month's average charge to Customer, based on actual monthly charges paid during the previous twelve months, or such lesser number of months in the event this agreement has not been in effect for twelve months. Under no circumstances shall Supplier be liable for any special, -4- consequential or exemplary damages, such as, but not limited to, loss of anticipated revenues or other economic loss in connection with, or arising out of the existence of, the furnishing, functioning, or Customer's use of any item of equipment or services provided for in this agreement, br for specific performance. 14. TERMS TO BE EXCLUSIVE The entire agreement between the parties with respect to the subject matter hereunder is contained in this agreement. In the event Customer issues a purchase order, memorandum, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for Customer's internal purposes only and any/all terms and conditions contained therein, whether printed or written, shall be of no force or effect. Except as he~ein expressly provided to the contrary, the provisions of this agreement are for the benefit of the parties hereto solely and not for the benefit of any other person, persons, or legal entities. 15. REPRESENTATIONS AND WARRANTIES Customer acknowledges that he has not been induced to enter into this agreement by any representation or statements, oral or written, not expressly contained herein or expressly incorporated by reference. Supplier makes no representations, warranties, or guarantees, express or implied, including without limitation any warranties of merchantability or fitness for intended use, other than the express representations, warranties, and guarantees contained in this agreement. 16. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of Supplier. 17. WRITTEN NOTICE All notices required by or sent under this agreement shall be in writing, shall be sent by means of certified mail, return receipt requested, and shall be addressed as follows: SUPPLIER: City Manager City of Chula Vista 276 Fourth Avenue Chula Vista, California 92010 CUSTOMER: Mr. Dick Chase Laidlaw Waste Systems Inc. P. O. Box 967 Chula Vista, CA. 92012 -5- Any written notice hereunder shall become effective as of the date of mailing by registered or certified mail and shall be deemed sufficiently given if sent to the addressee at the address set forth above or such other address as may hereafter be specified by notice in writing. 18. GOVERNING LAW This agreement shall be governed by the laws of the State of California. This agreement may not be assigned by either party hereto without the prior written consent of the other party. Time and the punctual performance of each and all of the terms, provisions and agreements hereof are of the essence of this agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. THE CITY OF CHULA VISTA LAIDLAW WASTE SYSTEMS INC. ~/7 -- City e Approved as to form by //2~ty~ttorne/Z/L/~y WPC 0142j -6-