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HomeMy WebLinkAboutReso 1981-10536 J:ULHt l....U. .)':l:~ Rev. 2/76 RESOLUTION NO. 10536 RESOLUTION OF THE CITY COUNCIL OF-~..crrY OF CHULA VISTA, APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND CHULA VISTA SANITARY SERVICE 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 that that certain agr~ement between THE CITY OF CHULA VISTA, a municipal corporation, and CHULA VISTA SANITARY SERVICE, for the provision of data processing services dated the 7th day of July , 19 81 which is attached hereto and incorporated herein, fully set forth herein be, and the same is hereby , a copy of the same as though 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 ~L-- ~ .~-'t,,-::.. im Thomson, Director of Policy nalysis & Program Evaluation George D. Lindberg, City Attorney ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF CHULA VISTA, CALIFORNIA, this 7th day of July , 19 81 , by AYES: Councilmen Gillow, Cox, McCandliss, Hyde NAYES: councilmen None ABSENT: Councilmen Scott C0&.Q 'r(J~ ~ Mayor of the City of Chula Vista AT~~y~p?'~ STATE OF CALIFORNIA) COU~TY OF SAN DIEGO) ss. CITY OF CHULA VISTA) , City Clerk of the City that the above is a full, , and that the same has I, of Chula Vista, California, DO HEREBY CERTIFY true and correct copy of Resolution No. not been amended or repealed. DATED City Clerk DATA PROCESSING SERVICES AGREEMENT THIS AGREEMENT, made and entered into as of the 7th day of JULY , 1981 , by and between THE CITY OF CHUIA VISTA, a municipal corporation, herein referred to as "Supplier", and the CHUIA VISTA. SANITARY SERVICE, herein referred to as "Customer"; WIT N E SSE T H ----------- 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. Arrange for the design, implementation and maintenance 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 Customer's records, to the Data Processing Control Desk of Supplier. c. Pick up all relevant output at the Data Processing Control Desk. system. d. Perform all manual processing required by the e. Provide the postage for the billing statements. 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. Services provided to Customer include Gat~ ~:1try.. l~pdating, reporting, and billing. 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 agreemen t. -1- 7?- /d5.3~ 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 ma i ntenance and mi nor modi fica tion 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 contract shall commence on December 1, 1980, and shall continue until terminated as herein provided. This contract may be terminated by either party, without cause, by giving written notice to the other party at least sixty (GO) days in advance thereof and specifying the termination date. Termination will conform to the stipulations within this contract. Customer shall pay charges for work performed up to the stated effective date designated in the notice, as set forth below. 4. SERVICE CHARGES Actual charges for data entry during the first year of operation will be based upon an hourly rate of ten dollars and eleven cents ($10.11) per hour for keying of data including adds, deletes and changes. Actual charges for computer processing during the first year of operation, including all required reports, will be $0.249 per billing statement. 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. The Rates of Charge may be recalculated by Supplier, a~ intervals of no less than one year, to adjust for changing conditions. A copy of such revision shall be served on Customer at least sixty (GO) days prior to the effective date of institution. By mutual agreement of the parties, however, the Rates of Charge may be adjusted at any interval with any effective date. 5. TAX PAYMENTS There shall be added to ail charg12s u~.id2r this ~greement 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. R - ) {)53f; -2- 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 abovementioned 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 Suppliers' computer schedule requirements. 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. CUSTOMER REVI EW 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 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 respoLding may result in significant lengthening of production schedules. 11. 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 R- /053/, -3- that at this time Supplier has the authority to accept an irrevocable offer of purchase extended to the remaining spe- cialized 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. Sup- plier shall restore the lost, destroyed, or damaged materials, pro- vided 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 per- formance of this agreement resulting in money damages and brought by or for the benefit of an employee or resdient of Customer. 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'a 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 liabile 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 furnishing, functioning, or Customer's use of any item of equipment or services provided for in this agreement, or 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, specifica- tions, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is fo!: Cust8mer's internal purposes only and any/all terms and conditions contained therein, whether printed or wriLten, s~all b0 of no force or effect. Except as herein 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. ?,- jOJJb -4- 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: Ci ty Manager City of Chula Vista 276 Fourth Avenue Chula Vista, California 92010 CUSTOMER: Mr. Dick F. Chase, Sr. Chula Vista Sanitary Service 311 "F" Street Chula Vista, CA. 92010 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 t~e punctual oerformance of each and all of the terms, provisions and agreements hereof are of the essence of this agreement. R- /oS3b -5- IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. THE CITY OF CHULA VISTA ~ Mayor of the City of C ATT~~'" ?It~4LY City Cl rk Approved as to form by ~ 0L~k~~ ~ Attorney ?- R- I ()53~, -6-