Loading...
HomeMy WebLinkAboutReso 1979-9668 RESOLUTION NO". 9668 RESOLUTION OF THE" CITY COUNCIL" .OF"°"'C~'Ty OF CHULA VISTA, APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA ANI~ MAINSTEM INC. FOR EQUIPMENT MAINTENANCE MANAGEMENT SYSTEM SERVICES AND AUTHORIZING THE MAYOR TO'-ERE"CUTE 5ATD AGREEMENT Form No. 342 Rev. 2/76: The City Council of the City of Chula Vista does hereby res lve as follows: NOW, THEREFORE, BE IT RESOLVED that that certain agr$ement bet en THE CITY OF CHULA VISTA, a municipal corporation, and MAI STEM, INC. for equipment maintenance management system services dated the 27th day of March , 1979 , a copy of whic is attached hereto and incorporated herein, the same as though full set forth herein be, and the same is hereby approved. EE IT FURTHER RESOLVED that the Mayor of the City of Chula Vist be, and he is hereby authorized and directed to execute said agre ment for and on behalf of the City of Chula Vista. Pres$nted by Approved as to form by W. J Rok~ens, Deputy City Manager/ Dire for of Public Works George Lindberg, City Atto ey ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF CHULA VIST , CALIFORNIA, this 3rd day of July , lg 79 ~ by the ollowing vote, to-wit: AYES Councilmen Gillow, Scott, Cox, Egdahl, Hyde NAYE Councilmen None ABSE T: Councilmen None __...... ~ ;, _.~- Mayor of the City of Chia` a ista ATTES City Clerk STATE OF CALIFORNIA). COUN' OF SAN DIEGO) ss. CITY F CHULA VISTA) I~ City Clq,rk of the City of Chula Vista, California, DO HEREBY CERTIFY that the above is a full, true end correct copy of Resolution No. and that the same has not been amended or repealed. DATED City Clerk ~ l-j.. ONTINUATION AGREEMENT FOR QUIPMENT MAINTENANCE MANAGEMENT SYSTEM SERVICES ~,. Mainstem Corporation P.O. Box 2 ~ Princeton, New Jersey 08540 l©~ ~ ~. ~~ ~~- y~ ~~ CONTINUATION AGREEMENT FOR EQUIPMENT MAINTENANCE MANAGEMENT SYSTEM SERVICES This AGREEMENT, made this 27th day of March 19 79 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 276 Fourth Avenue Chula Vista, CA 92010 referred to as "CLIENT"; WITNESSETH ,hereinafter 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 an agreement 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 MAINSTEM and CLIENT hereby agree as follows: SERVICES: MAINSTEM shall provide the following services to CLIENT Control of Documents containing CLIENT data once received by MAINSTEM; Routine conversion of data contained on documents controlled by MAINSTEM for computer processing; Computer processing of data converted by MAINSTEM; Preparation of standard MAINSTEM reports as agreed upon in writing with CLIENT; Forwarding of said reports to CLIENT; Occasional analysis of report content; and Periodic advisory services on pertinent aspects of fleet maintenance; and Additional service as detailed in any attachments, hereto. 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 agreement, if specified, whichever applies (see Exhibit A (1)) and shall continue thereafter for a minimum of (1) one year, and thereafter until terminated by either party on not less than ninety (90) days' written notice. For the purpose of this Agreement, a monthly reporting period is defined in Exhibit A (2), attached 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. B. MAINSTEM reserves the right to change its Fees effective afterthe minimum term of this Continuation Agreement upon ninety (90) days' written notice to CLIENT. Any increased Fees will be effective for the immediately succeeding reporting period 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: 1. Postage and shipping charges; 2. Input Forms and Supplies (See Forms Price List attached hereto) according to quantities ordered and price's 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 by CLIENT 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 invoice for fees, reflecting charges detailed through date of invoice. 3. Invoices for forms and supplies will be rendered as shipped. 8. 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. ~ CONTINUATION AGREEMENT FOR EQUIPMENT MAINTENANCE MANAGEMENT SYSTEM SERVICES Exhibit "A" CLIENT N .?40 Date Submitted- March 27, 1979 1. Date of ~IExisting Agreement: AUQUSt 6, 1975 and Continuations 2. CLIENr's "Monthly" Reporting Period consists of approximately--~_days each. 3. CLIEN s Calendar Year consists of 12 Monthly Reporting Periods. 4. The Fir t Reporting Period applicable to this Continuation is Period n7, 1t~il .~ 1979 5. Fees (S e Section III) A. Th~re is no installation fee associated with this continuation. B. Th~Fee for Mainstem Services (See Section III(A)) is $ RRn_nn per Reporting Period, bill ble at the commencement of each Reporting Period. C. Thd Fee for Mainstem Service (Exhibit A (58)) is based upon the following CLIENT supplied parameters. 1) CLIENT's Equipment Inventory is comprised of 305 powered vehicles and~_non-powered vehicles. ~) CLIENT's Maintenance Operation is comprised of 1 Maintenance Facilities and _0_ Other Facilities. 3~) CLIENT requires and MAINSTEM has supplied-]- Repair Order Imprinters and~_ Fuel and Add-Oil Imprinters. D. Exp nsion of CLIENT'S operation during the contract period will be reflected by increases in the fees for each Reporting Period for ~ny Reporting Period in which the parameters listed in this Exhibit A, 5-C, are exceeded, at the following rates: Additional vehicles added to Equipment Inventory: Powered: $ 2'95 per vehicle per period. Non-Powered: $ 0.50 per vehicle per period. 2) Vehicles Not-on-Inventory: $ X per vehicle per period. 3 Additional Maintenance Facilities: $ 50.00 per facility per period. 4~ Additional Other Facilities: $ per facility per period. 5 Additional Imprinters: Repair Order: $ 10.00 per imprinter per period. Fuel and Add-Oil: $ 25.00 per imprinter per period. 6. Recipientii of Notice in behalf of CLIENT as specified in Section IX: Name: Mr. John AIdPn Title: Equipment Maintenance Su~Printenrlent Affifiatio : City of Chula Vista Address:'. 276 Fourth Avenue City, State: Chula Vista, CA 92010 Exhibit A~cepted by C ~IENT f Exhibit Approved by MAINSTEM Name: ~ ] J~>C (- l~~~.c~d.,,p Name: Title: ', Mayor of the City of Chula Vista Title: Date: July, 1979 Date: Revision date 8,1/78 V. PERFORMANCE AND WARRANTY: A. MAINSTEM shall endeavor to perform all Services called for hereunder in a satisfactory and efficient manner. MAINSTEM's exclusive 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 respectto 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. VII. 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 termination, provided that MAINSTEM has previously received payment from CLIENT for all invoices issued hereunder. 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 MAINSTEM CORPORATION P.O. Box 2 Princeton, New Jersey 08540 For CLIENT As specified in Exhibit A (6), attached hereto. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. Submitted by: Accepted by: MAINSTEM CORPORATION CLIENT / \ ~~~ Coordinators Marketing Servi es Mayor of the City of Chula Vista Title Title March 27, 1979 Date July 3, 1979 Approved By: MAINSTEM CORPORATION ~~ tle President July 23. 1979 Date Date Revision Date 8/1/78 ,~