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HomeMy WebLinkAboutReso 1987-12978 RESOLUTION NO. 12978 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND ADS FOR THE PURCHASE OF SOFTWARE AND TRAINING REQUIRED TO PROCESS FLOW DATA FROM SEWER METERING STATIONS, 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 ADS Services Incorporated, dated the 31st day of March, 1987, for the purchase of software and training required to process flow data from sewer metering stations, 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. BE IT FURTHER RESOLVED that the sum of $12,000 be, and the same is hereby authorized to be expended from Account 225-2250-5202 and transferred to the below listed accounts for the maintenance of the Montgomery Sewage Flow meter and the purchase of software, training, and additional hardware required for the processing of sewage flow data by staff: Account 225-2250-5268 - Maintenance for one year $ 2,040 225-2250-5268 - Contingency 910 225-2250-5566 - Software 5,000 225-2250-5266 - Hardware, modem & cable 550 225-2250-5224 - Training 3,500 Presented by Approved as to form by (iL ector of o.Rudol Public Works/City Engineer City Attorney 2730a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA V;STA, CALIFORNIA, this 14th day of. April 19 87 , by the following vote, to-wit: AYES: Councilmembers McCandliss, Cox, Moore, Nader, Malcolm NAYES: Counci 1 members None ABSTAIN: Councilmembers None ABSENT: Counci 1 members None .~, ..~:.,[~yc~of the City-(>r Chula Vista ATTEST ~ "-- city C~erk STATE 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 thor the above and foregoing is a full, true ond correct copy of RESOLUTION NO. 12978 ,and that the some has not been amended or repealed. DATED City Clerk CF~ OF CHULA VISTA CC-660 March 30, 1987 File: KY-074 AGREEMENT FOR SOFTWARE MAINTENANCE/SUPPORT THIS AGREEMENT, made and entered into this 31j~ day of ~/~4~ , 1987, by and between the CITY OF CHULA VISTA, CALIFORNIA, a public corporation, hereinafter referred to as "City", and ADS SERVICES INCORPORATED, an Alabama Corporation, whose address is 2227 Drake Avenue, S. W., Huntsville, Alabama 3~805, hereinafter referred to as "Consultant", covers certain professional services in connection with the Montgomery Annexation Sewage Monitoring Program. WITNESSETH THAT, in consideration of these premises and of the mutual covenants herein set forth: THE CONSULTANT AGREES, 1. To provide a software license to the City for use with the Quadrascan flow monitoring system. The software covered is that software designated as Version 2.9 and as updated with improvements or modifications furnished to LICENSEE and under ADS software warranty. 2. TO perform a training course involving three (3) days of training by a certified instructor for up to five (5) students in Chula Vista on or before M~y ±5, Z987. -2- To install a totally operational Quadrascan flow monitoring system on a City owned Compaq 286 Deskpro microcomputer with the following recommended peripherals: Toshiba P351 Printer HP 7475 A Plotter Hayes 1200B Internal Modem 4. To correct or replace software and/or provide services necessary to remedy any programming error which is attributed to the Consultant and which significantly affects use of the software. 5. TO supply the City with any improvements or modifications to the software, which are not charged as options, for a period of one {1) year from the date of delivery of the Quadrascan flow monitoring program, including the appropriate number of the revised and updated Computer Operation Manuals. 6. To notify the City of any new software options that become available in a timely fashion. 7. To place a source code for the software program into an escrow account for the benefit of the City so that the City can obtain access to the program in case of a change in the ownership or status of the Consultant. -3- To notify the City of location of the escrow account and the procedure for accessing the source code pursuant to this Agreement within 30 days after installation of the software. 9. That Consultant personnel will be available five days a week from 8:00 a.m. to 5:00 p.m. CST, 6:00 a.m. PST to 3:00 p.m. PST, to provide assistance for the City's computer user and other appropriate personnel. 10. Not to discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates or other forms of compensation, and selection for training including apprenticeship. 11. To indemnify and hold harmless the City against and from any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of the City and shall defend, indemnify and save harmless the City, its officers, agents and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature including workers' compensation claims, of or by anyone whomsoever, arising from any acts, errors or omissions of the Consultant or any of its officers, agents or employees, throughout the duration of this Agreement. -4- 12. To maintain comprehensive general liability and property damage insurace covering all operations hereunder of Consultant, its agents and employees including but not limited to premises and automobile, with minimum coverage of one million dollars I$1,000,000.00) combined single limits. Evidence of such coverage, in the form of Certificate of Insurance and Policy Endorsement which names the City as Additional Insured, shall be submitted to the City Clerk at 276 Fourth Avenue. Said policy or policies shall provide thirty (30) days written notice to the City Clerk of cancellation and material change. 13. To carry Workers' Compensation insurance in statutory amount and Employees' Liability Coverage in the amount of five hundred thousand dollars ($500,000.00); evidence of which is to be furnished to the City in the form of Certificate of Insurance. THE CITY AGREES, 1. To provide the Consultant with sufficient information, support, examples if appropriate, and time to duplicate the problems, certify that the problem is indeed with the software package and to certify the problem has been corrected. 2. To inform the Consultant in writing of any modifications made by the City to the software. The Consultant shall not be responsible for maintaining City modified portions of the software affected by City modified portions of the software. 3. To pay the Consultant compensation for all services performed as stipulated in paragraphs 2 and 3 of THE CONSULTANT AGREES and in accordance with the following unit price schedule payable within 30 days of invoice: Software License $ 5,000.00 Training 3,500.00 4. Service and maintenance for the software program will be available subsequent to the services provided for in paragraph 5 of THE CONSULTANT AGREES at a rate of $1,500.00 per year payable within 30 days of invoice per schedule of costs, not to exceed $1,500 per year total. 5. The payments due the Consultant for services rendered in accordance with this Agreement will be payable within 30 days after installation of the software and performance of training. 6. Should the project be abandoned at anytime after the Consultant has partially performed the services pursuant to this Agreement, and prior to the completion of such services, the City shall reimburse the Consultant for the percentage of the work completed, less the aggregate of all sums previously paid to the Consultant for work and services perfonned under this Agreement and less any increase or additional costs or expenses incurred by, and any damages suffered by the City for reason of such abandonment. -6- 7. That, should the City require change on any of the detailed specifications, except for those pursuant to paragraph 4 of CONSULTANT AGREES, after they have been approved by the City, the City will pay the Consultant for such changes on the basis of the Consultant's established unit prices. It is understood that "changes" as used in this paragraph shall in no way relieve the Consultant of his responsibility to prepare a complete software package for the sewage monitoring system. IT IS MUTUALLY AGREED, 1. That the Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty the City shall have the right to annul this contract without liability. 2. The Consultant shall not assign the Agreement in whole or in part without prior written consent of the City. The Agreement consists of professional services and software programs and it is not contemplated by either party that any suchl assignment would occur. Any such assignment shall not relieve the Consultant of any of its obligations under this Agreement. -7- 3. That, in the event of any dispute between the parties, the prevailing party shall recover its attorney fees, and any costs and expenses incurred by reason of such dispute. 4. That all questions concerning the execution validity or invalidity, capacities of the parties, and the performance of this Agreement, shall be interpreted in all respects in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Executed by the City: CITY OF CHULA VISTA ATTEST State of California, acting by and through Approved as to form: ow OF z~j~L-~-~ ~~/ Executed by the Engineer: ADs ....... ~.wl Services 2227 Drake Avenue, S.W. ttuntsville, Alabama 35805 ATTEST: President LMC:yc/a (B3:AGREEMNT.ADS) :