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HomeMy WebLinkAboutReso 1978-9412 1, ,~ Form No. 3412 Rev. 2/76. RESOLUTION NO. 9412 RESOLUTION OF THE CITY COUNCIL OF'~iE"'CI'TY OF CHULA VISTA, APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND MAINSTEb1, INC. FOR AUTOMOTIVE EQUIPMENT MANAGEMENT INFORMATION SERVICES AND AUTHORIZING THE MAYOR TO ERECUTE SAID AGREEMENT read The City Council of the City of Chula Vista does hereby rlve as follows: NOW, THEREFORE, BE IT RESOLVED that that certain agrQement bet en THE CITY OF CHULA VISTA, a municipal corporation, and MAI STEM, INC., for automotive equipment management information ser ices dat d the 12th day of December 19 7~i a copy of whi h is attached hereto and incorporated herein, the same as though ful y set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vis a be, and he is hereby authorized and directed to execute said agr ement for and on behalf of the City of Chula Vista. Pre ented by Approved as to form by W. R bens, Director of Public George D`: Lindberg, City Attorney [4or s ' ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF CHULA VIS A, CALIFORNIA, this 12th day of December , 19 '7g , by AYE Councilmen Cox, Egdahl, Hyde, Gillow, Scott NAYS : Councilmen None ABS NT: Councilmen None ~ .. CJ~./ ~ ~~~~~ ~I' '"1 Mayor of the City of Chula Vista AT `/ - City Cle ST E OF CALIFORNIA) COU '1'Y OF SAN DIEGO) ss . CIT OF CHULA VISTA) I, , City Clerk of the City of hula Vista, California, DO HEREBY CERTIFY that the above is a full, tr e and correct copy of Resolution No. and that the same has no been amended or repealed. DATED City Clerk CONTINUATION AGREEMENT FOR EQUIPMENT MAINTENANCE MANAGEMENT SYSTEMS SERVICES THIS AGREEMENT, made this 12th day of December , 19~g , by and between MAINSTEM CORPORATION, P.O. Box 2, Princeton, New Jersey 08540, a corporation existing under the laws of the State of Maryland, hereinafter referred to as "MAINSTEM", and CITY OF CHULA VISTA 707 "F" Street Chula Vista, CA. 92010 hereinafter referred to as "CLIENT"; WITNESSETH WHEREAS, MAINSTEM owns, operates and offers to others the Services of its Equipment Maintenance Management System; and WHEREAS, MAINSTEM has rendered these services to CLIENT under agree- ment dated as indicated in Exhibit A, 1, attached hereto, and; WHEREAS, CLIENT desires to continue to utilize these Services in the management of its equipment maintenance; NOW, THEREFORE, in consideration of the above premises the parties hereby agree as follows: I. SERVICES: A. MAINSTEM shall provide the following services to CLIENT: 1. Control of Documents containing CLIENT data once received by MAINSTEM: 2. Routine conversion of data contained on documents controlled by MAINSTEM for computer processing; 3. Computer processing of data converted by MAINSTEM; '/Z ...2 4. Preparation of standard MAINSTEM reports as agreed upon in writing with CLIENT: 5. Forwarding of said reports to CLIENT: b. Occasional analysis of report content; and 7. Periodic advisory services on pertinent aspects of fleet main- tenance. 8. Additional service as detailed in attachment, hereto. II. TERM OF AGREEMENT: The term of this Continuation Agreement shall begin on the day first above written or on the day first following the last day of the existing agreernent, if specified, whichever is later (see Exhibit A(1)) and shall continue thereafter for a minimum of (1) one year composed of twelve (12) or thirteen (13) reporting periods, depending upon CLIENT'S reporting year, and thereafter until terminated by either party on not less than ninety (90) days' written notice. For the purposes of this Agreement, a monthly reporting period is defined in Exhibit A (2), att~°~hed hereto. III. FEES FOR SERVICE A. The fee for MAINSTEM Services (hereinafter referred to as "Fee" or "Fees") shall be based upon the factors contained in Exhibits attached hereto. L:. MAINSTEM reserves the right to change its Fees after the initial term of this Continuation Agreement upon ninety (90) days' written notice to CLIENT. Any increased Fees will be effective for the immediately succeeding reporting year and thereafter unless changed in accordance with the terms of this Section III (B). C. The MAINSTEM Fees are exclusive of the following charges which will be billed to CLIENT by MAINSTEM as they occur based upon prices or costs in effect at the time: ...3 ' 1.. Postage and shipping charges; 2. Input Forms and Supplies (See Forms Price List attached hereto) according to quantities ordered and prices in effect at the time of the order, delivery charges applicable there- to, and taxes applicable there-to, if any. 3. Additional Charges based upon expansion of CLIENT'S operation during the contract year and/or as outlined in Section III (D) below. D. Additional Services and/or Programs not normally included in the routine MAINSTEM Service as part of the regular monthly fee, as requested, will be provided by MAINSTEM subject to availability of personnel, time and/or resources, as applicable, at prices established for the additional service and/or program, or as mutually agreed upon by the parties in writing. IV. PAYMENTS: A. 1. Invoices for Fees will be rendered at the beginning of the reporting period. 2. Invoices for Additional Charges and Additional Services and/or Programs, may be rendered as incurred or accumulated during the reporting period and incorporated with invoices for fees, reflecting charges detailed through date of invoice. 3. Invoices for forms and supplies will be rendered as shipped. B. All invoices are due when rendered and full payment is expected within fifteen (15) days. In the event that invoices are not paid when and as due, in addition to all other rights hereunder, MAINSTEM may, without notice, discontinue any work under this Agreement. V. PERFORMANCE AND WARRANTY: A. MAINSTEM shall endeavor to perform all Services called for hereunder in a satisfactory and efficient manner. MAINSTEM'S exclusive '/Z ...4 liability shall be limited to redoing any report, defective due to MAINSTEM error which is promptly brought to MAINSTEM'S attention. MAINSTEM shall have no liability or responsibility for incidental or consequential damages. B. MAINSTEM shall endeavor to perform all work as promptly as possible, but any stated schedule for performance is approximate only. C. There are no warranties except as set forth in this Section V. VI. OWNERSHIP OF DATA: A. _All data supplied by CLIENT and retained in MAINSTEM'S Master Files remain CLIENT'S sole property with respect to detail and will not be released to third parties without the express, written consent of CLIENT. Original input documents supplied by CLIENT will be disposed of by MAINSTEM, one-period after the issuance of the periodic report to which they relate. B. Data in statistical form, where CLIENT is unidentified, is the property of MAINSTEM and may be used by MAINSTEM for reports and other purposes which do not adversely affect CLIENT. VIII. TERMINATION: A. In the event of termination of this Agreement, all fees due or to become due are immediately due and all MAINSTEM property in CLIENT'S possession is to be returned, post paid, to MAINSTEM within thirty (30) days. B. Should this Agreement be terminated (see Section II), MAINSTEM shall on request, provide to CLIENT a historical summary for each vehicle in the MAINSTEM report number format being employed to report vehicle history summaries to CLIENT at the time of termin- ation, provided that MAINSTEM has previously received payment from CLIENT for all invoices issued hereunder. ...5 VIII. OWNERSHIP OF PROGRAMS: All programs utilized in connection with the MAINSTEM Services provided hereunder shall be and remain the property of MAINSTEM. IX. NOTICES: All notices required by this Agreement shall be sent by certified mail to the following address; FOR MAINSTEM FOR CLIENT John T. Hughes As specified in Exhibit President A (6), attached hereto. MAINSTEM CORPORATION P.O. Box 2 Princeton, New Jersey 08540 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. Submitted by: MAINSTEM CORPORATION ,_,~- Coordinator, Marketing Services Title November 8, 1978 Date Appra by: MAINSTE CORPGRATION President Title December 26, 1978 Date Accepted by: CLIENT ~. itle Date '/ Z .• CONTINUATION AGREEMENT FOR EQUIPMENT MAINTENANCE MANAGEMENT SYSTEM SERVICES EXHIBIT "A" DATE SUBMITTED November 8, 1978 1. Date of Existing Agreement, 8/6/75 and Continuations. 2. Client's "Monthly" Reporting Period consists of approximately 30 days each. 3. Client's Calendar Year consists of 12 "Monthly" Reporting Periods. 4. The First Reporting Period applicable to this Continuation is Period 07, July 1, 1978. 5. Fees (See Section III) a. The annual Service Fee (See Section III (A)) is $9,864.00 billable in 12 equal installments (See Exhibit A (3) above) of $822.00 each at the commencement of each Reporting Period. b. The annual Service Fee (Exhibit A (5-a) is based upon the following CLIENT supplied parameters. 1. CLIENT'S Equipment Inventory is comprised of 305 powered vehicles and 12 non-powered vehicles. 2. CLIENT'S Maintenance Operation is comprised of 1 Mainten- ance Facilities. 3. CLIENT requires and MAINSTEM has supplied and will con- tinue to supply 1 Repair Order Imprinters and 2 Fuel and Add- Oil Imprinters. c. Expansion of CLIENT'S operation during the contract period will be reflected by increases in the monthly Fees for any month in which the parameters listed in Exhibit A (5-b) above are exceeded, at the following rates: 1. Additional vehicles added to Equipment Inventory: Powered, $2.75 per vehicle, per month; Non-Powered, $0.50 per vehicle per month; Not-on-Inventory, $0.25 per vehicle per month. /Z EXHIBIT "A" (Continued) 2. Additional Facilities: $50.00 per Facility per month 3. AdditionalImprinters: Repair Order, $10.00 per imprinter per month Fuel and Add-Oil, $25.00 per imprinter per month 6. Recipient of Notice in behalf of CLIENT as specified in Section IX: Name: Mr. John Alden Title: Equipment Maintenance Superintendent Affiliation: City of Chula Vista Address: c/o Equipment Maintenance Division 707 "F" Street City, State Chula Vista, CA. 92010 7. Exhibit Accepted by: CLIENT Name: Will T. Hyde Title: Mayor, City of Chula Vista Date: