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HomeMy WebLinkAboutReso 1981-10696 RESOLUT ION NO. 10696 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BE'lWEEN THE CITY OF CHULA VISTA AND DATAPHASE SYSTEMS, INC. FOR THE PURCHASE OF SERVICES AND EQUIPMENT FOR THE CITY'S AUTOMATED LIBRARY CIRCULATION SYSTEM AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The Ci ty Council of the Ci ty of Chula Vista does herely resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the Ci ty of Chula Vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and DataPhase Systems, Inc. for the purchase of services and equipment for the City's automated Library circulation system dated the 24th day of November , 19 81, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is herely approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is herely authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by ":' / ) (/~,*/ / ( C..) E. R. Asmus, Manager (/ _m~ 'VVl- '-'..l --~ Assistant City Approved a~ f'; ~ ~-~]7 .J->- , . George D. Lindberg, City Attorney CHULA 1981 ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF VISTA, CALIFORNIA, this 24th day of November , by the following vote, to-wit: Scott, Cox, Gi11ow, McCand1iss AYES: Councilrren NAYE S : Councilrren None ABSENT: Councilrren None , of :..J.. r " R~ ATTEST I J ty of Chula Vista STATE m' CALIFORNIA) COUNTY OF SAN DIEGO) ss. CITY OF CHULA VISTA) I, , City Clerk of the City of Chula Vista, California, DO HEREBY CERTIFY that the above is a full, true and correct copy of Resolution No. and that the same has not been amended or repealed. DATEDI---- City Clerk Form No. 342 Rev. 7/81 r'" ,/ .. DATAPHASE SYSTEMS AGREEMENT This AGREEMENT is made and entered into this by and between City of Chula Vista (hereinafter DATAPHASE SYSTEMS, INC., a Missouri corporation "DataPhase") . 24th day of November /; 198 1 , sometimes called "Buyer"), and - (hereinafter sometimes called WHEREAS, Buyer desires to purchase equipment for use by its library and to provide for the maintenance thereof, and to that end desires to enter into a contract with DataPhase, and WHEREAS, DataPhase desires to sell to Buyer the equipment, and to provide for the maintenance thereof; and, in addition, DataPhase can provide the necessary techni- cal expertise to reformat or upgrade, and WHEREAS. DataPhase is the primary contractor. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto do hereby agree as follows: 1. PURCHASE. agrees to sell referred to in Buyer hereby agrees to purchase from DataPhase and DataPhase hereby to Buyer, the computer hardware equipment and technical support this Agreement. 2. PAYMENT OF PURCHASE PRICE. In payment for its purchase of the Equipment, Buyer shall pay to DataPhase the aggregate sum set forth in Paragraph 4b(5). Said purchase price shall be paid in accordance with the schedule in Paragraph 4b(7). 3. MAINTENANCE. DataPhase shall be responsible for the maintenance of the equip- ment and may provide for this maintenance by contracting with Data General. 4. DELIVERY AND INSTALLATION. a. DataPhase agrees that the Equipment shall be delivered to Buyer, and shall be installed in the premises designated by Buyer 120 days from contract date. b. The following procedures will be necessary to upgrade 96 megabyte disk drives to 192 megabyte disk drives. (1) DataPhase will obtain a special utility program from Medical Information Technology Inc. which will enable the system to write files from the existing 96 megabyte disk d~ives to the newly upgraded 192 megabyte drives. (t..) !Jata General w'ili pel'fOfril uH LP:.lr"o.:L: .:;~ D:1"/'2 0. (3) Data Gen'~ral will write all data from the remaining 96 megabyte disk drive to the newly upgradfd 192 megabyte drive. (4) Data General will upgrade the remaining 96 megabyte disk drive to a 192 megaByte disk drlve. (5) Costs fat' the above mentioned procedure are as f(,llows: Qty. Model # uescription 2 UDZA1 Disk upgrade @ $9,850. 7 Dysan 192 m. b. Di sk Packs @ $720 Installation & Overhead Miscellaneous (cassette) TOTAL UPGRADE COST Pu!'chase Pri ce $19,700. 5,040.+ 3, lTD. 100. $27,950 tax R-10696 DATAPHASE SYSTEMS AGRW1ENT Page 2 (6) Disk upgrade cost is for parts and labor furnished by Data General Corporation and does not include formatting of disk packs. The library has the option to format all disk packs after the completion of the upgrade on its own system or to arrange for these packs to be formatted at another DataPhase site. If the formatting is performed at another DataPhase site, the City of Chu1a Vista is responsible for any added costs. (7) Payment for above will be made according to (a) Delivery of disk packs (b) Completion of upgrade and resumption of normal library operations for a period of 5 days $19,700. (c) 30 days after payment (item b) Balance (8) DataPhase will provide all technical assistance either remotely or on site to enable the library to upgrade in a timely and satisfactory manner. (9) DataPhase \'ill provide the cassette units and npcessary training prior to and during the clown time caused by reformatting. the following schedule: $ 5,040. + tax 5. OBLIGATIONS OF BUYER. Buyer's obligations shall include, but are not limited to the fo 11 owi ng: a. Cooperate with DataPhase in installing equipment as specified in this Agreement. b. Provide reasonable ingress and egress to its facilities and to any and all equipment installed therein by DataPhase when and as requested by DataPhase subject to mutual agreement by DataPhase and the Project Manager. 6. OBLIGATIONS OF DATAPHASE. DataPhase will assume full responsibility for satisfactory completion of the upgrade and successful transfer of data as well as performance of all subcontractors. 7. INFRINGEMENTS. DataPhase, at its own expense, will defend any suit which may be brought against Buyer to the extent that it is based on a claim that the Equipment furnished hereunder infringe patents, copyrights, licenses, or trade secrets, and in such suit will pay those costs and damages finally awarded against Buyer which are attributable to such claim. Control of the defense, negotiation, compromise and settlement of such suit shall be vested in DataPhase. The defense and payment, as set forth herein, are condition upon the following: a. DataPhase shall be promptly notified in writing by Buyer of potential claims of which it shall have knowledge, and u. I;~ tile opinion of uati:1Phu:~es ~_f.c t:ll'..;-ipiHt.'n~ 0; '::d:j of -~1,~ \...ub-lpo"n~riL5 fur-dished hereunder are likely to or do become the subject of a claim of infringement of patents, copyrights, licenses, or trade secrets, then without diminishing DataPhase's obligation to satisfy said final award, DataPnase may, at its option and expense: (1) obtain the right for Buyer to continue the use of such equipment, (2) substitute for the alleged infringing equipment o':,her equally suitable equipment satisfactory to Buyer. 8. WARRANTI ES . a. Subject to Paragraph 8c this Agreement, DataPhase warrants the Equipment and all parts thereof to be free of defects in material and workmanship for a period of one year following its installation. (- /rJ6 rJp ~ DATAPHASE SYSTEMS AGREEMENT Page 3 b. The warranties given hereunder are expressly conditioned upon use of the equipment by Buyer, in a careful and proper manner in the regular course of its business, in compliance with all applicable warranties and operating and maintenance standards; and only for the purposes contemplated by this Agreement. Discontinuance of maintenance by DataPhase or Data General, for cause, or at the election of Buyer, shall relieve DataPhase from its obligation under the warranties to the extent that such lack of maintenance directly or indirectly affects or damages the Equipment or any aspect of the Library System. c. The warranties set forth in this Paragraph 8 are given only to Buyer, and are given EXPRESSLY AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. 9. EVENTS OF DEFAULT: REMEDY. a. The following shall constitute default by Buyer: Failure of Buyer to punctually do any act, or perform any action required to be performed by it pursuant to any covennant, agreement or representation hereunder, following thirty (30) days written notice of such failure. :J. -:-h::- fo110~~,dng sh2.11 CQ::~~:ib..:t~ ri.ef~_l,1t J}' DataPhi=l::;p': Faih.!r'p 0f DataPh:tse to punctually do any act, or perform any action required to be performed by it pursuant to any covenant, agreement or representation hereunder, following thirty (30) days written notice of such failure. c. Upon the occurrence of any event of default by either party (such default having not been previously cured), the other party shall have the right to exercise any right or remedy which may be available to it under applicable law, to proceed by appropriate action to enforce the terms hereof, to recover damages for breach hereof, or to rescind this contract. In addition, the parties specifically agree that in the event that either party shall fail to punctually do any act, or perform any action required to be performed by it hereunder, such party shall be liable to the other party for all damages incurred by the other party in connection with such default (including, but not limited to, additional interest or other financing costs incurred), and such damages shall be promptly remitted upon request therefor. 10. GENERAL. a. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors. b. No waiver of any breach of any provision hereof shall operate as a waiver of any other breach of the same or any other provision hereof. DATAPHASE SYSTEMS, I C. BY~~' Attest: CZ~;11f~ ~~~~ ~~ Clerk of Chula Vista ~ By_. If~ /t!~ 9ft UNANIMOUS CONSENT FORM IT IS HEREBY REQUESTED by the undersigned that the following item, with the unanimous consent of the City Council of the City of Chula Vista, be considered and acted upon by the Council pursuant to the provisions of Section 2,04.100 of the Chula Vista City Code. RESOIIITTON - APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND DATAPHASF SYSTEMS. INC. FOR THE PURCHASE OF SERVICES AND EOUIPMENT FOR THE CITY'S AUTOMATED LIBRARY CIRCULATION SYSTEM AND AUTHORIZING THE MAYOR TO FXFCIITF SAID AGRFFMFNT ff~ - C\/'\ r, ( .~ // / ( 1__.."____.", ~ 1/ /,-/'/'" /0'~7-' /7~. c\.........--v;;;:...-c:::.:-'........- , , (Signature) Unanimous Consent of the City Council, as indicated by the fol19wing signatures: ! ! J,M..ltt )t;;j;:J ;fa;i JJ1(~d(/,~ / f? ~_llJb 9'