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HomeMy WebLinkAboutReso 1983-11300 RESOLUTION NO. 11300 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA" AND EDP MANAGEMENT, INC. FOR COMPUTER FACILITIES MANAGEMENT " 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 CHUIA VISTA, a municipal corporation, and EDP MANAGEMENT INC. for computer facilities management dated the 28th day of June , 19_, 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 7~ /~ 0im Thomson, Director of Management Services George D Form 342 Rev. 7/82 ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ~LA VISTA, CALIFORNIA, this 28th day of June 83 ,by the following vote, to-wit: McCandliss, Scott, cox, Malcolm, Moore ES: Councilmen YES: STAIN: SENT: Councilmen None ColI'lcilmen None Councilmen None R(l ity of Chula Vista ~TE OF CALIFORNIA ) ~NTY OF SAN DIEGO ) s s. Y OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 11300 ,and that the same has not been amended or repealed. rED City Clerk ( seal) -660 COMPUTER FACILITIES MANAGEMENT CONTRACT THIS AGREEMENT entered into this 28th day of June , 1983, by and between EDP Management, Inc., a California corporation, hereinafter referred to as "EDP" and THE CITY OF CHULA VISTA, a charter city organized pursuant to the constitution and laws of the State of California, hereinafter referred to as "CITY"; WIT N E SSE T H : WHEREAS, the City of Chula vista desires to contract for the management and operation of its data processing facility, as well as the development of new systems and programs to meet City requirements, and WHEREAS, EDP is in the business of supplying such data processing services and systems development, and WHEREAS, the City of Chula vista requires an independent contractor to supervise City personnel in the operation of said data processing equipment and further, to assist in the obtaining and fulfilling of contractual obligations entered into by the City of Chula Vista, and WHEREAS, the City of Chula Vista desires to more fully utilize its existing data processing equipment to the end that more efficient service is provided to the public and to various City departments. NOW, THEREFORE, the City of Chula vista and EDP Manage- ment, Inc. agree as follows: 1. TERM The term of this agreement shall be for a period of one (1) year, commencing July 1, 1983, unless terminated by either party in the manner set forth in Paragraph 23 below. 2. DATA PROCESSING SERVICES, EQUIPMENT, SYSTEMS DEVELOPMENT A. On the effective date of this agreement and thereafter, throughout its term, including any periods of extension thereto, EDP will assume the operational control, supervision of maintenance and supervision for all personnel utilizing the data processing and peripheral equipment described in Exhibi t "A", attached hereto, and will provide qualified personnel for such functions, (except for those personnel herein designated below, to be provided by City), necessary to provide City the data processing services described in Exhibit "B". R-11300 B. The specific services, system development and prices, terms and conditions for such services and system development, to be supplied by EDP, are set forth in Exhibit "B" and the remainder of this contract. Exhibit "B" is attached hereto and incorporated herein by reference, as if set forth fully. C. The equipment set forth in Exhibit "A" shall be located within the facilities of the City of Chula Vista. The City agrees to permit EDP's authorized personnel and third parties, as may be mutually agreed upon, access to the equipment set forth in Exhibit "A" for the purpose of operating, maintaining, repairing, and test- ing of said equipment. D. All EDP personnel having access to said equipment or data processing facilities shall be agreed to, in writing, by the Contract Administrator of Chula vista, or his designated agent, and further shall be bound by the terms of this provision regarding access and supervision of EDP personnel. E. The City further agrees to provide, without charge to EDP, all electrical power, air-conditioning and other requirements necessary to allow the equipment in the City's facility to conform with the manufacturer's operating specifications. The City further provides that it will bear all costs of maintenance and/or repair of said equipment in the normal usage of the facility, absent such repair or maintenance being required due to negligence of EDP's personnel. 3. PERSONNEL A. City hereby agrees to employ at City's expense the following personnel to work with EDP, under EDP's supervision, in the fulfillment of their contractual obligations: 1. One Computer Programmer (as defined by Chula vista Class Specification 7-9-80) or one Programmer/ Analyst. 2. One Computer Operator (as defined by Chula vista Class Specification 7-9-80). 3. One Data Entry Operator (as defined by Chula Vista Class Specification 7-9-80). 4. Any additional personnel mutually deemed necessary for the fulfillment of EDP's contractual obligations. B. EDP hereby agrees to assist the City in screening applicants for the various positions set forth above, at no addit- ional cost. It is understood by the parties, however, that any position filled within the work force of the City of Chula Vista, will be filled in accordance with the applicable Civil Service Rules and Procedures and that all decisions regarding employment shall be the sole responsibility of the City. l~ - , \ J L'I'"""O -2- C. EDP hereby agrees to provide no more, nor less, than one full time employee who shall be designated as the Data Proces- sing Manager, and who shall have the overall responsibility of the operations of City's data processing facility, and performance of the tasks set forth in Exhibit "B". D. EDP further agrees that said Data Processing Manager shall be a person mutually agreeable to both EDP and City. For the initial implementation of this contract, said Data Processing Manager shall be Mr. John Pavlicek. In the event of the replace- ment of any Data Processing Manager during the performance of this agreement, or any extensions, it is understood that the City has the right to reject any substitution of personnel offered by EDP, provided, however, that such rejection of a substituted Data Processing Manager shall be upon reasonable grounds. E. In addition to the Data Processing Manager, EDP shall provide, upon the written request of the Contract Administrator, one or more full-time computer programmers to assist in performing the tasks set forth in Exhibit liB". Such programmers, if requested by the City, shall be EDP employees working full-time under the supervision of the Data Processing Manager. The programmer(s) selected, and their salaries, shall be mutually agreeable to both EDP and City. City may terminate its request for such programmers upon 30 day's written notice, provided, however, that such programmer(s) shall be provided for a minimum of 90 days. During any period when EDP is providing such programmer(s), City may insist upon the replacement of a programmer or reject any substitution of personnel offered by EDP, provided, however, that such replacement or rejection of a programmer shall be upon reasonable grounds. If City terminates its request for a programmer or insists on the replacement of a programmer, that individual programmer cannot be provided again to the City during the remainder of the contract period. During any periods when EDP shall provide such programmer(s), EDP shall be compensated at a rate equal to the total salary and benefit cost of such programmer(s) plus 10% of their salary. City hereby agrees to make payment for such services in the same fashion that payment would be made for EDP's basic services. F. In addition to the personnel enumerated above, EDP shall from time to time, upon the request of the Contract Administrator, provide such supplemental personnel as may be necessary to comply with current operational requirements. Such personnel, however, shall not be provided should there be a position in the classified service for such work functions, unless personnel are provided on a temporary basis necessary only to fill current commitments. EDP, in compensation for providing such personnel, shall be compensated at an hourly rate set forth below, for each type of service provided: -3- Programmer/Operator at $27.50 per hour. Programmer at $37.50 per hour. Systems Analyst at $47.50 per hour. EDP shall bill, on a separate statement, for individuals provided according to this provision. City hereby agrees to make payment in the same fashion that payment would be made for EDP's basic service. 4. PAYMENT FOR SERVICES A. The City hereby agrees to pay EDP for the basic services set forth in Exhibit "B", $3,849.06 per month during the term of this agreement. B. In addition, City shall pay EDP such additional sums as may be due by virtue of EDP's providing staff to City's computer facilities, in addition to the Data Processing Manager, in accordance with provision No. 's 3E or 3F. C. In addition, City shall provide the following incentive system based on the gross revenues, from outside agencies, earned by City's Data Processing Division. For the one-year period beginning July 1, 1983, City will pay EDP 10% of all revenues earned in excess of $100,000, provided, however, that such incentive payments to EDP shall not exceed $8,000 for the year. City shall pay EDP a pro-rated incentive payment, if earned, after the first six months of the year, with an adjustment for the entire year's incentive payment at the end of the year. D. From time to time, the monthly amount owing to EDP from the City may be reduced by the amount EDP owes to the City for EDP's usage of the City's computer facilities, as set forth below. Said total monthly hours of computer time, consumed by EDP, shall be multiplied times the hourly rate of One Hundred and Twenty ($120) dollars per hour. It is understood and agreed however that the first twenty-two (22) hours of computer time consumed per month, or any accumulated computer time consumed, shall be free of charge. For any month in which EDP's computer time usage exceeds the amount of free time available to EDP, as defined above, EDP will submit a credit invoice reflecting the computer time consumed by EDP. E. The payment to EDP shall be made within thirty days from receipt of the invoices covering the previous month's service, and the City retains the right to deduct any amount shown to be owing to the City from EDP, pursuant to a credit invoice submitted by EDP for the use of City's computer facility. In the event, during any thirty day period, the sum owing to City from EDP exceeds that owed from City to EDP, payment by EDP to the City shall be made within thirty days from receipt of the invoice covering the previous month's operations. {-\- I , , t> 0 -4- F. The City will reimburse the Data Processing Manager, or any programmers provided by EDP in accordance with provision No. 3E, for expenses when traveling for City business, provided that such reimbursement is subject to the approval of the Contract Administrator. 5. EDP COMPUTER TIME USAGE A. City hereby will allow EDP the usage of City's computer facilities as specified below. EDP will be allowed twenty-two (22) hours per month of computer time without charge. Said "computer time" is defined in "B" below. All credit invoices issued to City shall be in accordance with the definition of computer time, as set forth below. EDP shall have the usage of City's computer facilities during any period where the usage of the computer facilities does not conflict with the processing of City information, or information the City is providing, due to contractual commitments. In any event, City's processing requirements shall have priority over all projects operated by EDP for private customers. In the event that 22 hours are not utilized during any month, EDP may accumulate a maximum of eighty-nine (89) hours computer time, to be consumed as scheduling permits. EDP shall have no right to utilize or accumulate any computer time in excess of 89 hours. EDP shall not be entitled to compensation for such computer time as may be accumulated if such accumulated computer time is not utilized during the term of this agreement. Notwithstanding the above restriction, if the end of the term of one agreement between the parties is immediately followed by the beginning of the term of a new agreement between the parties, any unused computer time accumulated during the previous agreement will be carried forward. EDP shall insure and warrant that all employees of EDP shall exercise due care in utilizing City's computer facilities. EDP shall further take such steps as are necessary to determine that such personnel, as may utilize City's computer facilities, are competent to operate the equipment in accordance with the manufacturer's specifications. B. "Computer Time" for the purposes of this agreement shall mean that time figure listed on Burrough's software program LGAD03, identified with the name "Program Execution Report, as calculated in the following manner: (I) The total computer time in hours shall be equal to the hourly total per month listed in the "Direct Time Monthly" column for charge numbers 100,000 through 199,999 inclusive. (2) For purposes of the execution of this agree- ment, EDP hereby warrants and agrees that it shall not utilize any charge number account except No. 100,000 through No. 199,999 for work performed by EDP, other than in conjunction with systems and programs for the City as described in Exhibit "B". {(-lL300 -5- (3) EDP further warrants that no modifications, whatsoever, shall be made to said LGAD03 Burrough's software program labeled "Program Execution Report", without the express written consent of the City. C. EDP's usage of City's computer facilities is further restricted to the use by EDP of said facilities for the develop- ment, testing and experimental operation of programs and systems developed by EDP for private clients. EDP agrees that City's computer facilities shall not be used to run operational systems or programs for EDP's private clients, and may be used only for developmental and testing purposes. D. For any month in which EDP's usage of City's computer facilities exceeds the amount of time available to EDP free of charge, EDP shall provide City with a credit invoice to show the computer hours utilized pursuant to this agreement. Said credit invoice shall provide the City with a credit of $120 per hour of usage of computer time by EDP personnel. Computer time shall mean the definition of "computer time" set forth above. EDP shall, additionally, at their own expense, maintain the following records to show computer utilization: 1. A copy of the monthly printout of the Program Execution Report described above. 2. A weekly record of the EDP personnel (absent those specified in this agreement) who have utilized the City's computer facilities. 3. The approximate hours, with reference to the time of day those said personnel utilized the City's computer facilities. 4. Said records in No. 1 through No. 3 above shall be open to inspection by the Contract Administrator or his/her designees, on no more than one week's notice. 6. RIGHTS TO COMPUTER PROGRAMS (SOFTWARE) A. City shall retain title to its proprietary programs in operation at the time of this agreement and developed during its term. Additionally, such other programs as have been contracted for by the City and EDP shall remain the property of the City. With respect to such programs and systems set forth above, EDP shall have no right, title or interest therein, or thereto, including the right to market or convey said programs, except as expressly set forth by separate written royalty agreements between the parties. R:-ll~OO -6- B. With respect to programs or systems developed by EDP for its clients, other than the City of Chula vista, all speci- fications, applications, routines, subroutines, techniques, ideas or formulas developed by EDP, regardless of whether they were developed before, during or after the term of this agreement, and irrespective of whether such applications, routines, subroutines, etc., were developed while utilizing City's computer facilities, shall be and remain the property of EDP. 7. PROPRIETARY INFORMATION AND SECURITY A. All written information submitted by City to EDP in connection with services performed by EDP under this agreement which is identified as proprietary information, shall be safe- guarded by EDP to at least the same extent as EDP safeguards like information relating to its own business. If such proprietary data must be publicly disclosed, EDP shall bear no responsibility for its disclosure, inadvertent or otherwise, provided, that EDP notifies Contract Administrator for the City of all requests for the disclosure of information, not less than 24 hours prior to the release thereof. In the event of an emergency, necessitating the immediate release of information, EDP shall provide such notice to the Contract Administrator, or his designee, as soon as practical. EDP further agrees to abide by all federal and state laws regarding the confidentiality of public records. B. EDP will, from time to time, meet with representatives of the City to assist in the formulation and review of plans and schedules for the rotation of critical files to another offsite location, in order to insure recovery capabilities in the event of fire or other loss, provided, however, EDP assumes no liability for losses resulting from City's decisions relating to the implementation of various rotation plans. If said records shall be in EDP's custody, EDP shall exercise due care in the handling, storage and transference of said files. C. Unless specifically approved in writing by the City, all data processing effort covered by this agreement shall be performed on equipment and facilities located in the City of Chula vista, provided, however, that in the event of an emergency where prior written consent cannot be obtained, data processing work pursuant to this contract may be performed offsite. D. EDP shall establish and maintain reasonable safeguards against the destruction or loss of City's data programs in the possession of EDP or EDP's personnel. 8. STANDARDS AND GUARANTIES EDP shall utilize its best efforts to guaranty the following at no additional cost to City: R- P ']01/ -7- A. The continuous operation of the data processing depart- ment by EDP and City personnel, including the operation of all those systems currently in operation and those systems set forth in Exhibit "B". B. To furnish such services, information and reports as are required by this agreement on a timetable and in a format as mutually agreeable. C. To furnish such operators, programming personnel, systems analysts (except when such personnel shall be furnished by the City) and the necessary electronic data processing programs as set forth in the basic service agreement in Exhibi t "B". D. To operate all systems developed during the term of this agreement, upon their completion and acceptance by the City. E. To provide sufficient maintenance of effort to insure an operational status for all current operational programs and those contemplated in Exhibi t "B". F. To maintain and, with the concurrence of the City, enhance the current level of internal control and documentation standards for operation and maintenance, including, but not limited to, user manuals, systems manuals, operating manuals, and programming manuals. Said documentation shall, upon termination of this agreement, become the property of the City. G. To establish general standards for all new systems that are to be developed and submit them to the City for approval. H. To insure that all systems currently operational and all new systems developed during the term of this agreement have adequate documentation to allow revision by EDP personnel or operation by a new Data Processing Manager. 9. FORCE MAJEURE If EDP is prevented from performing any task hereunder in whole or in part as a result of an Act of God, or civil disturbance, labor dispute, or other cause beyond its reasonable control, such performance shall not be a ground for termination or default. EDP shall use its best efforts to provide directly, or indirectly, alternate and, to the extent practical, comparable performance. Compensation shall be equitably adjusted up or down, as the case may be. Other than any such equitable adjustment, EDP shall not be liable to the City for any non-performance on the account of any of the above. In the event a court of competent jurisdiction should render a final order or final judgment enjoin- ing or restraining performance of this agreement by either or both parties hereto, or in the event such a court should declare this agreement void or illegal, then each party is relieved and dissolved of all of the obligations hereunder, subject, however, to the provision of Paragraph 4, a payment of a reasonable sum to EDP for the work performed and equipment provided, prior to such adjudication. -8- R-/l3t?O 10. RISK OF LOSS City shall be responsible for the protection of all work, including data, following its delivery to City's users. Prior to such time, EDP shall be responsible for the protection of all data, including, but not limited to, programs which have been developed, systems and documentation of all operational programs in existence, to the extent that they are under the control of EDP personnel, either within or without the City's data processing facility. 11. CONTRACT ADMINISTRATOR City herein shall appoint a contract administrator, whose function it is to see that all provisions of this agreement are met. Any required discussions or negotiations, as set forth in this agreement, shall be initially conducted with the contract administrator. Said contract administrator shall be the Director of Management Services, or his/her designated representative, unless the City Manager expressly designates a different individual as Contract Administrator. EDP shall designate additional individuals who speak on behalf of EDP for the purpose of conveying information, required reports, and such other contracts with the City as may be required from time to time. 12. DATA PROCESSING COMMITTEE There shall be formed, pursuant to this agreement, a data processing committee which shall consist of the contract administrator, representative of EDP, a representative of the City Manager's Office, and such department heads as, from time to time, shall be users or potential users of data processing services. Said committee shall meet from time to time, but City retains the option to require a meeting no more than once per month unless mutually agreed otherwise. The purpose of such body shall be to assign work goals to EDP for systems development and/or programming. Additionally, said committee may make recom- mendations regarding speed, efficiency and quality of service rendered on existing programs. It shall be the duty of City to note and record all discussions taking place at said committee meetings. 13. SUPPLIES City shall supply all paper, reproduction facilities and other fungible supplies as may be needed by EDP in performing their contractual obligations. The City, however, does not pledge to make available software programs or technical manuals. City further pledges to provide, through a contractual maintenance agreement, an ongoing program of maintenance, as required to insure the continued operation of the data processing facility during normal working hours. It shall, however, be the responsibility of the Data Processing Manager to contact City's maintenance contractor to insure that maintenance work is R - , I ~ Ol) -9- performed as required to keep City's computer facilities operational at all times. In the event of any mechnical or elec- tronic breakdown of any necessary equipment for a period of longer than two weeks, City shall be alleviated of their obligation to provide computer time to EDP, during such time as the equipment is non-functional, City shall not be alleviated from its obligation to provide EDP with its accumulated usage rights under this agree- ment, to the extent that EDP may accumulate computer usage rights. 14. AVAILABLE EQUIPMENT EDP shall have available to it, for its performance to the City and for its own functions, the equipment listed in Exhibit "A". 15. ACCESS EDP hereby agrees that no EDP personnel, other than those approved by the contract administrator or his designated rep- resentative, shall be given access to City's data processing facilities. EDP further agrees that a log shall be kept of all persons entering and utilizing said facilities. EDP'S designated Data Processing Manager shall be exempted from this requirement. City pledges in return to take all necessary steps to clear such personnel through City's police department, in order that access may be given. 16. PATENT AND COPYRIGHT INDEMNITY EDP agrees to indemnify and hold the City, its agents, and employees, harmless from any loss, damage or liability for infringement of any united States patent right or copyright with respect to the use of any item delivered hereunder; providing, EDP is promptly notified in writing of any suit or claim against the City. Provided further, that the City permit EDP to defend, compromise or settle the same and gives EDP all available informa- tion, assistance and authority to enable EDP to do so. EDP's indemnity as to use shall not apply to any infringement arising out of use by the City, in combination with other items, where such infringement would not have occurred in the normal use for which the item or items were designed. 17. INDEPENDENT CONTRACTOR Neither the City nor any of its agents shall have control over the conduct of EDP Management, Inc., as contractor, except as herein set forth, and EDP expressly warrants not to, at any time, or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of the City, it being distinctly understood that said EDP Management is, and shall be at all times in the performance of this agreement, a wholly independent contractor and EDP's obligations to City are solely such as are prescribed by this contract. l~-II ~t'O -10- 18. DISCRIMINATION EDP agrees that no person shall be excluded from employ- ment by EDP Management in the performance of this agreement on the grounds of race, creed, color, sex, age, or national origin. In this connection, EDP agrees to comply with all State and Federal laws relating to equal employment opportunity rights. 19. WORKER'S COMPENSATION AND OCCUPATIONAL HEALTH AND SAFETY EDP agrees to obtain and/or maintain a policy of worker's compensation insurance to cover its employees in compliance with the applicable provisions of the California Labor Code. In this connection, EDP agrees that although its employees used in connection with this contract will be on City property, said employees are not City employees for the purpose of worker's compensation. EDP further agrees that in performance of this contract it will comply with all provisions of the State and Federal Occupational Health and Safety Act. EDP shall further endeavor, pursuant to the Occupational Health and Safety Act, to make recommendations to the City should changes in facilities be necessitated by compliance with said Act or acts. 20. COMPLIANCE WITH CIVIL SERVICE RULES EDP Management, in their supervision of City employees, hereby pledges to grant and utilize all procedures set forth by City in its Civil Service Rules in EDP's dealings with City em- ployees. EDP Management shall have no right to suspend or other- wise deprive a City employee of substantial employment rights without the concurrence of the contract administrator or his designee. 21. LIABILITY A. EDP and City each agree to indemnify and hold harmless the other from any loss, damage, cost or expense which the other may sustain or incur by reason of, or arising from, any accident or injury to personnel or employees of the other, as well as any loss, damage, cost or expense which the other may incur by reason of injuries or damage to third parties or property caused by the acts of the other, occurring in the course of this agreement. B. EDP expressly warrants that, in the event of an error or omission due to activities of EDP's personnel, programs, systems or equipment, without limiting the right of City to damages, EDP will correct such error or omission at no additional cost to the City; provided prompt notice to correct such error or omission is given to EDP. -11- R- 11 '2.>oD C. Employee Fideli ty Bond. City hereby reserves the right to require any and all personnel of EDP Management having access to City's computer facilities to be bonded with a fidelity bond or a faithful performance fidelity bond, at City's option, in the form and manner acceptable to City. The face amount of said bond shall be $100,000 for the Data Processing Manager and $25,000 for other EDP employees, and such bond shall be designed to give protection to City against dishonesty and loss occurring during the term of the bond. Should the City require any EDP employee to be bonded, City shall give EDP no less than 30 days notice of City's exercise of its option to require such bond. The cost of all such additional bonding shall be borne equally by the parties to this agreement. 22. PUBLIC LIABILITY INSURANCE In addition to the provisions of No. 21 above, EDP shall be required to take out and maintain Comprehensive General Liability insurance for bodily injury and broad property damage, and Personal Injury Liability coverage with a minimum of $1,000,000 combined single unit. City shall be provided with appropriate Certificates of Insurance on the above stated coverages. Said Certificates must verify coverage, state the policy term, and assure that City will receive a minimum of 30 days notice prior to cancellation of, material changes in, or intent not to renew said insurances. 23. TERMINATION A. Either party shall have the right to terminate this agreement subject to the provisions herein. City may terminate their agreement with EDP for the services provided upon 90 days written notice served to EDP at the location provided in Paragraph 28 below. Upon notification of termination, EDP shall waive any right to utilize City's computer facilities beyond 20 hours, per month, and without prejudice to EDP's accumulated usage rights. B. EDP hereby has a right to terminate this agreement upon 90 days written notice to the Contract Administrator at the location provided in Paragraph 28 below. In the event EDP notifies City of its intention to terminate, City hereby reserves the right to wind down services provided below. C. Upon notification of EDP'S intent to terminate, City may utilize EDP's services to do any or all of the following things: 1. Assist City in locating and screening a new Data Processing Manager and/or permanent City staff for the position 2. Review of the documentation provided for above to assist City to assume control of City's computer facilities with City personnel. 3. Such other activities as City may direct. -12- R- 11 ~ () () This provision is intended to allow City the option of the above performances or the performance pledged by EDP in Exhibit "B". 24. EXISTING CONTRACTS A. It is hereby stipulated by the parties that this agree- ment is independent and separate from all other written agreements between EDP and City. B. The City stipulates that it has no interest or rights in and to programs developed by EDP utilizing City's computer or other facilities for clients of EDP other than City. Proprietary items belonging to EDP prior to this agreement and developed for clients other than City shall remain the property of EDP, unless hereafter sold or leased to the City, in which event, City's rights are determined by the terms of such sale or lease. 25. HIRING PROHIBITION A. City and EDP hereby agree not to employ or otherwise utilize the services of the other party's employees during the term of this agreement or for a period of two (2) years thereafter, except as may otherwise be agreed to between the parties. B. Notwithstanding the above, City is prohibited from hiring any programmer(s) provided by EDP, in accordance with provision No. 3E, only for the first six months of their working at City's computer facilities. After six months, City may hire such programmer(s), provided City pays EDP a placement fee equal to a percentage of said programmer's annual salary. That percentage shall be equal to the number of thousands of dollars that the annual salary would be if it were raised to the next highest $1,000. 26. SEVERABILITY Each paragraph and provision of this agreement is severable from the contract and if one provision or part hereof is declared invalid, the remaining provisions shall, nevertheless, remain in full force and effect. 27. ENTIRE AGREEMENT A. This agreement is subject to the terms and conditions set forth in its provisions, including Exhibits "A" and "B", and any other exhibits or appendices which may be appended hereto. The full terms of Exhibits "A" and "B" and appendices are incor- porated herein by reference, with the same effect as if they had been set forth fully. -13- R-I/3t?v B. It is expressly agreed that this agreement embodies the entire agreement of the parties in relation to the subject matter hereof, and that no other agreement or understanding, verbal or otherwise, relative to the subject matter hereof, exists between the parties at the time of execution. Where the agreement provides that certain specific terms are to be negotiated and agreed on by and between the parties, said terms at such point as are mutually agreeable shall be added to this agreement and constitute a portion thereof. C. This agreement is intended by both parties to revoke any prior and/or existing agreements between the parties. D. This agreement shall be construed in accordance with the laws of the State of California. 28. NOTICE All notices required by EDP Management, Inc. shall be mailed to Mr. Charles Cox, 5465 Lake Murray Blvd., La Mesa, California 92041. All notices required by City of Chula Vista, pursuant to the performance of the terms of this agreement herein, shall be mailed to Mr. J. R. Thomson, Director of Management Services, 276 Fourth Avenue, Chula vista, CA 92010. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed the day and year first hereinabove set forth. J.t Mayor of th C~ Y of Chula V1sta ATTil~~/. f3; ~/ Ci ty Clerk EDP MANAGEMENT, INC. ~d~ THE CITY OF CHULA VISTA Approved as to form by ~~ ~ Attorney ~ ...11300 -14- EXHIBIT "A" EQUIPMENT The City will provide and maintain the following equipment for the use of EDP in fulfilling its contractual obligations to the City of Chula Vista, as well as for EDP's use for systems and program development work: The Burroughs B2805 system and related equipment that was provided by the City on May 1, 1983. The configuration of equipment described above may be changed only with the mutual consent of EDP and the City. A-I {?-11300 EXHIBIT "B" BASIC SERVICE REQUIREMENTS 1. General Requirements EDP hereby pledges to provide the services described in Exhibit "B" to the City of Chula vista each month. EDP's Data processing Manager shall supervise the City personnel listed in Paragraph 3A of the basic contract. The Data Processing Manager shall have the overall responsibility of the City's data proces- sing facility, including, but not limited to, data entry, operations, systems development and programming, and coordination with other agencies having data processing service agreements with the City. EDP shall prepare such management reports on the City's data processing as may be requested by the Contract Administrator. 2. Operational Requirements EDP shall supervise the running and operation of the City's computer systems and programs and, further, will provide such supervision as is necessary to insure the data base is properly maintained. EDP will additionally coordinate with all users of data outputs, be they parties City has contracted with or the various departments of the City of Chula Vista, to determine that their needs have been fulfilled by the operations of the programs and systems herein listed on Pages B-3 through B-6 or of additional programs and systems that may be developed during the term of this agreement. The Data Processing Manager shall assist the Contract Administrator in marketing the use of City's computer to public and quasi-public agencies, with the intent of the marketing being to establish a contract between such agencies and City for the use of City's computer. 3. Systems Development and Programming Requirements A. In addition to providing for the supervision of data entry and operational programs and running of said programs, EDP shall provide the City with computer systems analysis, programming and general development of City's data processing capabilities. Said services shall be provided on such projects as may be directed to be undertaken from time to time by the City's Contract Administrator, following the Administrator's consultation with the Data Processing Committee. In this regard, records shall be kept by the Contract Administrator, or his/her designee, indicating such work as is to be performed. City reserves the right to require record keeping to detail the expenditures of said programming or systems development efforts by EDP staff. R- I \ ; C7 0 EDP hereby pledges that the Data processing Manager, or such other persons as may be offered by EDP to provide the ser- vices contemplated in the City's right to computer programming, systems analysis and general development of City's data processing capabilities, shall be competent and experienced to supply said services as are needed by the City. Should the Data Processing Manager require special training, e.g., in on-line applications, such training shall be the responsibility of EDP. B. In the event City requests more systems analysis or programming than the Data processing Manager can provide in his/her available time, said services may be authorized by the Contract Administrator. EDP shall thereupon provide such additional hours of systems development and/or programming as requested, in accordance with the billing rates set forth in Paragraphs 3E or 3F of the basic contract. 4. The Data Processing Manager will, on an as-needed basis, provide technical consultation and assistance to City staff responsible for automated systems other than the Data Processing Division, such as the Automated Library System and the Word Processing Cluster. 5. The Contract Administrator and EDP shall jointly determine the appropriate allocation of the Data processing Manager's time among EDP's various responsibilities for the City's data processing. B-2 ~-lI3{:?ZJ CITY OF CHULA VISTA DATA PROCESSING SYSTEMS AUTOMATED ACCOUNTING - is run weekly, with special monthly and annual reports. Serves all departments. BIKE LICENSES - is run as required by the Police Department. BIO DATA - is a small system which provides EEO reporting from the combined Payroll and Personnel master file. BUDGET - is an expanding system which produces various summary and detail reporting throughout the budget cycle. BUILDING & HOUSING - statistical reports are summarized monthly from building permits. BUSINESS LICENSES - are run biweekly with quarterly and annual renewal notices and licenses issued. CREW REPORTING - furnishes Public Works biweekly with information regarding work crew activity and costs. DATA SYSTEMS PROJECT ACCOUNTING - is run on demand with input from time sheets. DOG LICENSES - are run biweekly with renewal notices printed annually in December. FIXED ASSETS - are a quarterly run with reports showing activity and current location of the inventory of the City. INSURANCE - is run monthly and shows the liability status of claims against the City. LABELS - are printed on demand from requesting departments. Once a name and address label is printed, it is saved in a mailing list for later reuse. LOG - keeps track of computer time spent by charge number. PAYROLL AND PERSONNEL - system is a combined system which furnishes all of biweekly, quarterly and annual reports. It includes checks, journals, accounting, retirement and personnel reports. PLANNING AND LAND USE INVENTORY - is run on demand. It identifies each assessor's parcel within the City and from that data base various reports (both summary and detail) can be printed. The system also updates the County files. PLANNING PROJECT ACCOUNTING - furnishes labor and cost reports on their activities. B-3 g- I { ~ 00 POLICE INFORMATION SYSTEM - is run weekly and provides both statistical and detail reports of called for services. POLICE RESERVES - is run monthly and provides a detail report of activity and a reserve roster. REDEVELOPMENT PROJECT ACCOUNTING - is run biweekly and provides analysis of their activities. STREET DEFICIENCY - is run on demand as requested by Engineering and identifies those areas where sidewalks and streets must be improved. TAX ASSESSORS SYSTEM - provides labels and various reports from current copies of the County's tax files. SPECIAL ASSESSMENT DISTRICTS SYSTEM - furnishes the County with a magnetic tape containing latest information regarding special assessments. TRAFFIC INVENTORY AND CONTROL - is keypunched by us monthly and a tape is forwarded to the County for processing. TRANSIT - reports are produced showing statistics and summaries of ridership and fares collected. EMPLOYEE COMPENSATION AND UNION REPORTS - are a group of programs which help analyze various proposals during salary negotiations. PAPE PROJECT ACCOUNTING - furnishes labor and cost reports on PAPE activities. FIRE DISPATCH SYSTEM - aids fire dispatching personnel in selecting proper fire response. PARKING TICKET SYSTEM - on-line processing of parking tickets with a monthly batch update from DMV. 1<-- Jl ?> 00 8-4 DATA PROCESSING SYSTEMS OUTSIDE USERS CITY OF EL CAJON Payroll and Personnel Fixed Assets Automated Accounting 1911 Acts Billing Project Accounting Business Licenses Dog Licenses Microfiche Logs CITY OF IMPERIAL BEACH Payroll and Personnel Fixed Assets Automated Accounting Accounts Receivable CHULA VISTA SANITARY SERVICE Billing and Accounts Receivable CITY OF CORONADO Automated Accounting Payroll and nersonnel Fixed Assets Business Licenses Land Use Inventory HOUSING COMMISSION - CITY OF SAN DIEGO Automated Accounting Accounts nayable Accounts Receivable Rehabilitation Priority Listing UNION OF PAN-ASIAN COMMUNITIES (UPAC) Automated Accounting 8-5 R- 11; C'D SCOOT Transit SWEETWATER AUTHORITY Automated Accounting Inventory Payroll Project Accounting CITY OF SANTEE Payroll Automated Accounting Fixed Assets 1<-- J 130D B-6