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HomeMy WebLinkAboutReso 1984-11653 RESOLUTION NO. 11653 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF EL CAJON 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 THE CITY OF EL CAJON, for the provision of data processing services dated the 19th day of June , 1984, 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 Chula Vista be, and he execute said agreement Vista. RESOLVED that the Mayor of the City of is hereby authorized and directed to for and on behalf of the City of Chula Presented by Approved as to form by 7L -> "- l<.'(l '':./} 1// Thomas J. Harron, City Attorney im Thomson, Director of anagement Services ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF HULA VISTA, CALIFORNIA, this 19th day of June } 84 , by the following vote, to-wit: YES: Councilmen McCandliss, Scott, Cox, Moore AYES: Councilmen None ,BSTAIN: Councilmen None BSENT: Councilmen Malcolm R. /<""'; .I / /.-;-/) _A'~ /7 \1" ',j{//'?(\:.;p,.-11 TTEST //~-:,;'>;'",u?/./ .' / ' . . ~ .. ,/ '......--- t/ City Clerk ' Ma o the City of Chula Vista TATE OF CALIFORNIA ) OUNTY OF SAN DIEGO ) s s. ITY OF CHULA VISTA ) I, JENNIE M, FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, o HEREBY CERTIFY that the above and foregoing is 0 full, true and correct copy of RESOLUTION NO. 11653 ,and that the same has not been amended or repealed. ATED City Clerk (seal) :C-660 DATA PROCESSING SERVICES AGREEMENT THIS AGREEMENT, made and entered into as of the 19th day of June , 1984, by and between THE CITY OF CHULA VISTA, a municipal corporation, herein referred to as "Supplier", and THE CITY OF EL CAJON, a municipal corporation, herein referred to as "Customer"; WIT N E SSE T H : ----------- A. This agreement involves a unique arrangement among and between municipalities. B. Customer and Supplier have been engaged in a previous contractual arrangement for Supplier to provide data processing services for Customer. C. Customer desires to computer process various and sundry financial and other transactions and receive certain ac- counting and other reports. D. Supplier possesses the necessary facilities, equip- ment and personnel to perform the desired work, as well as the necessary programs for the initial implementation of this agree- ment. E. Supplier is able to mesh and coordinate requisite services with Customer needs in an atmosphere of mutual cooper- ation without unduly jeopardizing rights nor increasing liabi- lities for either party. F. Supplier is willing to provide said computer proces- sing 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. Arrange for any design, implementation and mainten- ance of programs desired by Customer in a manner compatible with Supplier's computer environment. B. Deliver all relevant input data to be used in the computers of Supplier in processing of Cust~ner's records, to the Data Processing Control Desk of Supplier. C. Pick up all relevant output at the Data Processing Control Desk. -1- R- 11653 D. Perform all manual processing required by the data processing systems. 2. SUPPLIER WILL: A. Cooperate with and assist Customer or Customer's Agent in a reasonable way to install data processing systems so that they perform to Customer and Supplier's satisfaction. B. Computer process data for Customer according to mutually established specifications. For the initial imple- mentation of this agreement. the systems provided to Customer shall be Payroll and Personnel, Fixed Assets, Automated Account- ing, 1911 Acts Billing, Project Accounting, Business Licenses, and Dog Licenses. Programs and systems may be added to or deleted from this list by mutual agreement of Supplier's and Customer's City Managers. C. 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. D. Exercise due care in the handling and processing of all input data supplied by Customer in order that it be preserved. If vandal-proof or fireproof data storage is required by Customer, Customer will provide appropriate containers. E. Create computer back-up files for Customer in the same manner and to the same extent that Supplier creates for its own system. F. Provide maintenance and minor modifications for programs in a production status. Such maintenance and minor modifications shall be limited to two (2) hours per month of programming time for all Customer programs. In the event that two hours of programming time are not utilized during any month, Customer shall have no right to accumulate the unused time. 3. EFFECTIVE DATE AND TERMINATION The term of this agreement shall commence on July I, 1983, and shall continue until terminated as herein provided. This agreement may be terminated by either party, without cause, by giving written notice to the other party at least sixty (60) days in advance thereof and specifying the termination date. Termination shall conform to the stipulations within this agreement. Customer shall pay charges for work performed up to the stated effective date designated in the notice, as set forth below. -2- ,,_.~"._-._.---,. ^'--"'~"-"-"--'--"------" 1(-!!~5~3 4. SERVICE CHARGES A. Supplier's data entry service charge will be based upon the average hourly rate of Supplier's data entry employees plus a 100% overhead factor. B. Supplier's programming and systems charges will be based upon the average hourly rate of Supplier's programming and systems employees plus a 100% overhead factor. If any of Supplier's programming and systems services are provided by fUll-time contractual personnel (rather than employees), charges for those services will be based upon the hourly rate, calculated by dividing the annual contract amount for the full-time consultant by 2080 hours, plus a 50% overhead factor. C. Supplier's service charges for computer service during FY 1983-84 will be charged at the following rate for each system: BASIC RATE SCHEDULE Fiscal Year 1983-84 Frequency 1983-84 Annual Amount Payroll/Personnel /Retirement Business Licenses Dog Licenses 1911 Acts Accounting Fixed Assets Microfiche Logs Project Accounting Biweekly Monthly Monthly Semi Annually Weekly Quarterly Quarterly Biweekly $ 9,220 3,234 1,433 66 7,775 298 119 1,677 $23,822 Base Volume 15,329 5,232 5,130 344 5,044 4,672 Annual Paycheck Business License Dog Licenses 1911 Acts Annual A/P Checks Fixed Assets 14,545 Project Items D. Changes to the computer service charges will be based upon three 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 three types may be made administratively by the City Managers, or their designated representatives, of the respective parties without the necessity of City Council approval. The first type of computer service rate change will result from adjustments in processing volume. Where there is a change in processing volume, the billing will be adjusted proportionately. -3- ;2 ~I/I S-3 The second 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. The third type of rate change will result from changes in the cost of providing the service and be limited to an annual percentage rate increase as determined by the Implicit Price Deflator for State and Local Government Purchases of Goods and Services. The index, published by the U. S. Department of Commerce, Bureau of Economic Analysis, would be applied only once each year. To calculate the percentage for a fiscal year, the index for the calendar quarter IV (of the calendar year preceeding the calendar year in which the fiscal year begins) will be divided by the index for the calendar quarter IV of the previous year. E. Supplier shall bill Customer monthly based on Customer's usage of Supplier's services. Data entry, programming and systems service charges will be based on the number of hours of service provided by Supplier's personnel, excluding up to two (2) hours per month of programming time for maintenance and minor modifications as further stipulated in Section 2.F. Computer service charges will be prorated from the rate schedule for the fiscal year. Customer agrees to pay Supplier's bill between the fifteenth (15th) day and the end of each month for the previous month's service. 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 person- nel to carry out the work to be performed by it under this agree- ment 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 proces- sing 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 looet Supplier's computer schedule requirements. -4- /('-/I~~,7 8. RELATIONSHIP BE'lWEEN PARTIES: WORK STANDA.RDS Customer is interested only in the results achieved by Supplier, and Supplier shall be in control of the means by which it achieves that result. Supplier will adhere to professional standards and will perform all services required under this agree- ment in a manner consistent with generally accepted procedures for data processing and allied services. Supplier shall reprocess at its 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 its 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. CUSTCX'1ER REVIEW OF WORK Customer shall review all reports and data submitted by Supplier within thirty (30) 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. 10. CORRECTION OF ERRORS Supplier shall have the right to reprocess Customer materials to correct any material errors for which it may be responsible in full satisfaction of all Customer's claims, and/or Supplier discovered discrepancies. In the latter instance, Cus- tomer will be given reasonable opportunity to correct said discre- pancies before continuance of processing. Any corresponding delay by Customer in responding may result in significant lengthening of production schedules. 11. SPECIAL SUPPLIES In the event Customer and/or unique forms, including forms at no cost to Supplier. the purchase and selection of adequate inventory of forms. desires the use of preprinted checks, Customer will provide said Customer will be responsible for compatible forms, and maintaining an -5- ---_....~~ ..._..._-~._--... ._'._~~."_""'_---"-- 1?-/!t~J 12. PROPRIETARY RIGHTS All programs, documentation and report formats provided by Supplier are the sole property of Supplier. Upon termination or completion of the agreement, Customer is entitled only to available copies of master files on magnetic tape excluding object programs, source programs and program listings. 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, if 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 and brought by or for the benefit of an employee or resident of Cus- tomer. 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, 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 furn- iShing, functioning, or Customer's use of any item of equipment or services provided for in this agreement, or for specific perfor- mance. 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, specifi- cations, or other instrument covering the services herein pro- vided, 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 -6- - /~::/I"-~! written, shall be of no force or effect. Except as herein expres- sly 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 it 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 guaran- tees, express or implied, including without limitation any warran- ties of merchantability or fitness for intended use, other than the express representations, warranties and guaranties 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, CA 92010 CUSTOMER: City Manager City of El Cajon 200 East Main Street El Cajon, CA 92020 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. -7- /{---//IJ7 written, shall be of no force or effect. Except as herein expres- sly provided to tlle 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. IS. REPRESENTATIONS AND WARFANTIES Cuatomer acknowledges that it has not been induced to enter into this agreement by any representation or statements, oral or written. not expressly contained herein or expressly incorporated 0../ reference. Supplier makes no representations, warranties, or guaran- tees, express or implied, including without limitation any warran- ties of merchantability or fitness for intended use, other than the express representations, warranties and guaranties 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 s~gned 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. CA 92010 CUSTOMER: City Manager City of El Cajon 200 East Main Street El Cajon, CA 92020 Any written notice hereunder shall becane 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 wri t.ing. -7- 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 THE CITY OF EL CAJON Vista Mayor of the City of El Cajon ATIf)~, 7J;c$u~ City Clerk ATTEST City Clerk Approved as to form by Approved as to form by City Attorney -8- --~.-,~ - '..:-",.-.- R~///)3 I / Page 1 of 1 RESOLUTION NO. 417-85 _ RESOLUTION APPROVING AMENDED DATA PROCESSING SERVICES AGREEMENT BETWEEN THE CITY OF EL CAJON AND THE CITY OF CHULA VISTA. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EL CAJON AS FOLLOWS: The City Council hereby approves the amended Data Processing Services Agreement by and between the City of El Cajon and the City of Chula Vista, providing for a fixed cost system in place of a cost sharing system. The Mayor and City Clerk are authorized and directed to execute the amended agreement on behalf of the City of El Cajon. PASSED AND ADOPTED by the City Council of the City of El Cajon, California, at an adjourned regular meeting held this 19th day of November, 1985, by the following vote to wit: AYES NOES ABSENT ABSTAIN Hanson, Shoemaker, Smith, Stockwell, Reber None None None JOHN REBER Mayor of the City of El Cajon ATTEST MARILYNN LINN City Clerk I hereby certify that the above and foregoing is a full and true copy of Resolution No. 417-85 of the Resolutions of the City of El Cajon, California, as adopted by the City Council of said City on the 19th day of November, 1985.