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HomeMy WebLinkAboutReso 1978-9107Form No. 342 Revs 3/74 RESOLUTION NO , 9107 resolve as SOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA STA, APPROVING AGREEMENT BETWEEN THE CITY OF CHULA STA AND EDP MANAGEMENT, INC. FOR COMPUTER FACILITIES ~NAGEMENT D AUTiiORI~ING TEiE MAYOR TO EXECUTE SAID AGREEMENT T~e City Council of the City of Chula Vista does hereby ollows: N W, THEREFORE, BE IT RESOLVED that that certain agreement betty en THE CITY OF CHULA VISTA, a municipal corporation, and EDP anagem nt, Inc., a corporation, for computer facilities mana ement, date the 18th day o f r~aY , 19 78 , a copy o f whc is at ached hereto and incorporated herein, the same as though full set f rth herein be, and the same is hereby approvedm Vist agre BE IT FURTHER RESOLVED that the Mayor of the City of Chula be, and he is hereby authorized and directed to execute said ent fir and on behalf of the City of Chula Vista.. Pres nted b~ Approved as to form by ~~; an F. Co e, City Manager Geo ge D. Lindberg, City A orney A OPTED AND APPROVED by the CITY COUNCIL of the CITY OF CHULA VIST , CALI ORNIA, this 16th day of Maw 1978 , by the ollows g vote, to-wit: AYES: Cojuncilmen Hydea Scott, Hobel Cox NAYES: Co'unc ilmen None ABSE T: Co nc~lmen Egdahl JV~r~ ~~ ~~ n ~ Mayor of the Clty of Chula Vista AT TE T `,L Gti ~3;~put~ STAT "OF CA COUNTY OF S CITY OF CHU of C truE no t Ci _ .~-e sty Clem FORNIA) DIEGO) ss> 'VISTA j I',~ City Clerk of the City hula V~sta, California, DO iiEREBY CERTIFY that the above is a full, and coll,rrect copy of Resolution No. , and that the same has been amended or repealed. DATED City Clerk COMPUTER FACILITIES,MATIAGEMENT CONTRACT 978, erei THIS AGREEP+IENT entered into this 18th day of May and between EDP Management, Inc., a California corporation, ter referred to as "EDP" and THE CITY OF CHCTLA VISTA, a hartercity organized pursuant to the constitution and laws of the fate o~ California, hereinafter referred to as "CITY"; W I T N E S S E T H WHEREAS, the City of Chula Vista desires to contract. the management and operation of its data processing facility, well as the development of new systems and programs to meet ity requirements, and WHEREAS, EDP is in the business of supplying such data rocessi~ng services and systems development, and WHEREAS, the City of Chula Vista requires an independent traci~or to supervise City personnel in the operation of said ata processing equipment and further, to assist in the fulfilling f contactual obligations previously entered into by the City of hula V sta, and WHEREAS, the City of Chula Vista desires to more fully tilize its existing data processing equipment to the end that .ore of icient service is provided to the public and to various ity departments. NOW, THEREFORE, the City of Chula Vista and EDP Manage- t, Inc. agree as follows: 7['E RM. The term of this agreement shall be for a period of ne (1) year and shall be automatically extended for a one year eriod thereafter, unless terminated by either party in the manner yet forth below. -1- 2 D~TA PROCESSING SERVICES,. EQUIPMENT, S STEM5 DEVELOPMENT A. ~I On the effective date of this agreement and thereafter, t its term, including any periods of extension thereto, P will assume the. operational control, supervision of maintenance d supe vision for all personnel utilizing the data processing d peri heral equipment described in Exhibit "A", attached hereto, d will provide qualified personnel for such functions, (except r thos personnel herein designated below, to be provided by City), cessar to provide City the data processing services described Exhibit "B". B. ~ The specific services, system development and prices, conditions for such services and system development, be supplied by EDP, are set forth in Exhibit "B" and the inde~r of this contract. Exhibit "B" is attached hereto and corpor~ated herein by reference, as if set forth fully. C. The equipment set forth in Exhibit "A" shall be located ithin the facilities of the City of Chula Vista. The City agrees o permillt EDP's authorized personnel and third parties, as may be utuall~ agreed upon, access to the equipment set forth in Exhibit A" for the purpose of operating, maintaining, repairing, and test- ng of aid equipment. D. All EDP personnel having access to said equipment or ata pr cessing facilities shall be agreed to, in writing, by the ity Ma ager of Chula Vista, or his designated agent, and further hall bl bound by the terms of this provision regarding access and upervi ion of EDP personnel. E. The City further agrees to provide, without charge to DP, al electrical power, air-conditioning and other requirements ecessa y to allow the equipment in the City's facility to conform ith the manufacturer's operating specifications. The City further -2- p ovides'~that it will bear all costs of maintenance and/or repair o said quipment in the normal usage of the facility, absent such r pair o~ maintenance being required due to negligence of EDP's per- s noel. ~~, 3. P~R50NNEL A. City hereby agrees to employ at City's expense the f 1lowin personnel to work with EDP, under EDP's supervision, i the f lfillment of their contractual obligations: 1. One Programmer (as defined by Chula Vista Class Specification 7-1-72). 2. One Computer Operator (as defined by Chula Vista Class Specification 5-19-77). 3. Two Keytape Operators (as defined by Chula Vista Class Specification 7-1-70). 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 plican~ts for the various positions set forth above, at no addit- na1 collst. It is understood by the parties, however, that any sition filled within the work force of the City of Chula Vista, 11 be filled in accordance with the applicable Civil Service 1es an Procedures and that all decisions regarding employment all be the sole responsibility of the City. C. EDP hereby agrees to provide no more, nor less, than e full time employee who shall be designated as the Facilities pervisor, and who shall have the overall responsibility of e ope ations of City's data processing facility, and performance the asks set forth in Exhibit "B". -3- S D. EDP further agrees that said Facilities Supervisor all be a person mutually agreeable to both EDP and City. For e init al implementation of this contract, said Facilities pervis r shall be Mr. John Pavlicek. In the event of the replace- nt of ny Facilities Supervisor during the performance of this reemen , or any extensions, it is understood that the City s the fight to reject any substitution of personnel offered EDP, rovided, however, that such rejection of a substituted ciliti s Supervisor shall be upon reasonable grounds. E. In addition to the personnel enumerated above, EDP shall m ti to time, upon the request of the Contract Administrator, wide such supplemental personnel as may be necessary to comply th current operational requirements. Such personnel, however, all n t be provided should there be a position in the classified ervice~for such work functions, unless personnel are provided on temporary basis necessary only to fill current commitments. EDP, C t an he nsation for providing such personnel, shall be compensated urly rate set forth below, for each type of service provided: Data Input (Keytape Operator) at $8.50 per hour. ProgrammerfOperator at $13.00 per hour. Programmer at $18.OO.per hours. Systems Analyst at $25.00 per hour. DP sha 1 bill, on a separate statement, for individuals provided ccordi g to this provision. City hereby agrees to make payment n the ame fashion that payment would be made for EDP's basic ervice . PAYMENT FOR SERVICES A. The City hereby agrees to pay EDP for the basic services et forth in Exhibit "B", $2,645 per month during the term of this -4- reement. From time to time, said $2,645 per month owing to EDP om the City may be reduced by the amount EDP owes to the City r EDP's usage of the City's computer facilities, as set forth low. DP, during each month, agrees it will submit a credit voice reflecting all computer time consumed by EDP. Said total nthly hours of computer time, consumed by EDP, shall be multi- ied t'mes the hourly rate of thirty-five ($35) dollars per . I~t is understood and agreed however that the first 40 urs. of~ computer time consumed per month, or any accumulated emputer time consumed, shal]. be free of charge. In addition, City shall pay EDP such additional sums s are ue by virtue of EDP's providing temporary staff to City's ompute facilities. EDP shall bill City for the usage of such ersonn 1, indicating the classification of such personnel in ccorda ce with provision No. 3E above, and the hours that said rsonn~l have provided services to the City. B, % The payment to EDP shall be made within thirty days ram receipt of the invoices covering the previous month's service, nd the City retains the right to deduct any amount shown to be wing t the City from EDP, pursuant to a credit invoice submitted y EDP or the use of City's computer facility. In the event, during any thirty day period, the sum ing ent by eceipt City from EDP exceeds that owed from City to EDP, pay- EDP to the City shall be made within thirty days from of the invoice covering the previous month's operations. COMPUTER TIb1E USAGE A. City hereby will allow EDP the usage of City 's computer acilit es as specified below. EDP will be allowed 40 hours er mon~h of computer time without charge. Said "computer time" -5- i defin d in "B" below. All credit invoices issued to City shall be i accor ance with the definition of Computer time, as set forth b low. DP shall have the usage of City's computer facilities d ring a y period where the usage of the computer facilities d es notlconflict with the processing of City information, or i format on the City is providing, due to prior contractual c mmitme ts. In any event, City's, processing requirements shall h ve pri rity over all projects operated by EDP for private c stonier In the event that 40 hours are not utilized during a y thir y day period, EDP may accumulate a maximum of 120 hours c mputer time, to be consumed as scheduling permits. EDP shall h ve no fight to utilize or accumulate any computer time in excess 0 120 h urs. EDP shall not be entitled to compensation for such c mputer time as may be accumulated if such accumulated computer time is of utilized during the term of this agreement. EDP shall insure and warrant that all employees of P shall exercise due care in utilizing City's computer facilities. P sha 1 further take such steps as are necessary to determine at su h personnel, as may utilize City's computer facilities, e com etent to operate the equipment in accordance with the nufac urer's specifications. B. 'Computer Time" for the purposes of this agreement shall can th t time figure listed on Burrough's software program LGAD03, dentif~ed with the name "Program Execution Report, as calculated n the ~ollowing manner: (1) The total computer time in hours shall be equal to the hourly total per month listed to the right of any account charge number, from Nos. 100,000 through 199,999 inclusive. (2) The Cumulative total of computer usage in hours, less free Computer usage provided to EDP, as determined by the method set forth in (1) above shall be multiplied times the sum of $35. per hour, giving a total dollar figure owing to EDP. (3) 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 on-going systems and programs listed in Exhibit "B". (4) 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. estrict ent, to evelope omputer r progr eve lope D. EDP's usage of City's computer .facilities is further ed to the use by EDP of said facilities for the develop- sting and experimental operation of programs and systems d by EDP for private clients. EDP agrees tna•~ c:i~y•s facilities shall not be used to run operational systems ams for EDP's private clients, and may be used only for ental and testing purposes. EDP shall provide City with a credit invoice to show e com~uter hours utilized pursuant to this agreement. Said credit voice shall provide the City with a credit of $35 per hour of age o computer time by EDP personnel. Computer. time shall mean e def nition of "computer time" set forth above. EDP shall, dditio ~a11y, at their own expense, maintain the following records .o 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. ~. Said records in No. 1 through No. 3 above shall be open to inspection by personnel from the Finance Department of the City of Chula Vista, or their designees, on no more than one week's notice. . RIGHTS TO COMPUTER PROGRAMS (SOFTWARE) A. City shall retain title to its proprietary programs n oper tion at the time of this agreement and developed during is ter Additionally, such other programs as have been con- racted~lfor by the City and EDP shall remain the property of the ity. T~ith respect to such programs and systems set fortf~ above, DP sha d have no right, title or interest therein, or thereto, ncludi g the right to market or convey said programs, except s expr ssly set forth by separate written royalty agreements etween~lthe parties. B. I With respect to programs or systems developed by EDP its clients, other than the City of Chula Vista, all speci- icatior~s, applications, routines, subroutines, techniques, ideas r formulas developed by EDP, regardless of whether they were lop~d before, during or after the term of this agreement, and rrespec~tive of whether such applications, routines, subroutines, tc., wire developed while utilizing City's computer facilities, hall b~ and remain the property of EDP. A. PROPRIETARY INFORMATION AND SECURITY All written information submitted by City to EDP in onnect~on with services performed by EDP under this agreement hich i~ identified as proprietary information, shall be safe- uarded by EDP to at least the same extent as EDP safeguards ike information relating to its own business. If such proprietary -R- d to mus be publicly disclosed, EDP shall bear no responsibility f r its isclosure, inadvertent or otherwise, provided, that EDP n tifiesContract Administrator for the City of all requests for i t e disc osure of information, not less than 24 hours prior to t e rele se thereof. In the event of an emergency, necessitat- i g the ~.mmediate release of information, EDP shall provide such n Lice t the Contract Administrator, or his designee, as soon a pract cal. EDP further agrees to abide by all federal and s ate la s regarding the confidentiality of public records. B. EDP will, from time to time, meet with representatives o the C ty to assist in the formulation and review of plans and s hedule for the rotation of critical files to another offsite 1 cation, in order to insure recovery capabilities in the event o fire r other loss, provided, however, EDP assumes no liabi- 1'ty for losses resulting from City's decisions relating to the i plemen ation of various rotation plans. If said records shall b in ED 's custody, EDP shall exercise due care in the handling, storage and transference of said files. C. 11 data erforme ista, ~ rior wz ursuant D. gainst ossess~ Unless specifically approved in writing by the City, processing effort covered by this agreement shall be d on equipment and facilities located in the City of Chula rovided, however, that in the event of an emergency where itten consent cannot be obtained, data processing work to this contract may be performed offsite. EDP shall establish and maintain reasonable safeguards the destruction or loss of City's data programs in the .on of EDP or EDP's personnel. . ~TANDARDS AND GUARANTIES ~, EDP shall utilize its best efforts to guaranty the following t no aaditional cost to City: -9- A. ' ent by hose svl The continuous operation of the data processing depart- EDP and City personnel, including the operation of all stems currently in operation and those systems set forth n Exhitlit "B" . B. ~ To furnish such services, information and reports as re req~ired by this agreement on a timetable and in a format as tually~ agreeable. C. ~ To furnish such operators, programming personnel, systems st~ (except when such personnel shall be furnished by the City) nd the necessary electronic data processing programs as set forth n the k~asic service agreement in Exhibit "B". D. To operate all systems developed during the term of is ag~eement, upon their completion and acceptance by the City. E. I To provide sufficient maintenance of effort to insure operational status for all current operational programs and those temp~ated in Exhibit "B". F. To maintain and, with the concurrence of the City, enhance current level of internal control and documentation standards or ope~}ation and maintenance, including, but not limited to, user anuals~ systems manuals, operating manuals, and programming manuals. aid do umentation shall, upon termination of this agreement, be- ome th property of the City. G. ~ To establish general standards for all new systems that re to ~e developed and submit them to the City for approval. H. To insure that all systems currently operational and 11 new systems developed during the term of this agreement have dequat~ documentation to allow revision by EDP personnel or perati~n by a new Facilities Supervisor. -10- 91 E MAJEURE If EDP is prevented from performing any task hereunder i whole or in part as a result of an Act of God, or civil dis- t rbancel, labor dispute, or other cause beyond its reasonable c ntrol,~such performance shall not be a ground for termination o defau~.t. EDP shall use its best efforts to provide directly, r~ indirlctly, alternate and, to the extent practical, comparable p rforma ce. Compensation shall be equitably adjusted up or down, a the c se may be. Other than any such equitable adjustment, E P shat not be liable to the City for any non-performance on t e acco nt of any of the above. In the event a court of competent j risdic ion should render a final order or final judgment enjoin- i g or restraining performance of this agreement by either or both arties lereto, or in the event such a court should declare this greemer~t void or illegal, then each party is relieved and dissolved f all o ision o he work ation. 0. f the obligations hereunder, subject, however, to the pro- f Paragraph 4, a payment of a reasonable sum to EDP for performed and equipment provided, prior to such adjudi- RISK OF L05S City shall be responsible for the protection of all ork, including data, following its delivery to City's users. rior tc~ such time, EDP shall be responsible for the protection f all data, including, but not limited to, programs which have een de eloped, systems and documentation of all operational rogram in existence, to the extent that they are under the ontrol~of EDP personnel, either within or without the City's ata processing facility. 1. CONTRACT ADMINISTRATOR City herein shall appoint a contract administrator, hose function it is to see that all provisions of this agree- -11- =_nt are I th inl cbntractl met. Any required discussions or negotiations, as set this agreement, shall be initially conducted with the administrator. Said contract administrator shall be t e Depu y City Manager, or his designated representati~re. s all de ignate additionally individuals who speak on behalf EDP EDP for the purpose of conveying information, required reports, suChllother contracts with the City as may be required from me to Rime. . V~ATA PROCESSING COMMITTEE There shall be formed, pursuant to this agreement, a to processing committee which shall consist of the contract ministrator, representative of EDP, a representative of the ty Manager's Office, and such department heads as, from time time, shall be users or potential users of data processing rvice Said committee sha11 meet from time to time, but City etains~the option to require a meeting no more than once per th unless mutually agreed otherwise. The purpose of such y sh 11 be to assign work goals to EDP to be accomplished uring he 80 hours per month which EDP has pledged, as set forth n Exhi it "B", to be devoted to systems development andJor rogram egardi xistin ecord 3. g. Additionally, said committee may make recommendations g speed, efficiency and quality of service rendered on programs. It shall be the duty of City to note and 11 discussions taking place at said committee meetings. SUPPLIES City shall supply all paper, reproduction facilities oth r fungible supplies as may be needed by EDP in performing it c ntractual obligations. The City, however, does not pledge make available software programs or technical manuals. City urtherpledges to provide, through a contractual maintenance greement with Computer Hardware Maintenance Concerns, an ongoing -12- rogram peratic the of maintenance, as required to insure the continued n of the data processing facility. It shall, however, esponsibility of the Facilities Supervisor to contact ity's Maintenance contractor to insure that maintenance work s perf rmed as required to keep City's computer facilities perati nal at all times. In the event of any mechnical or elec- ronic reakdown of any necessary equipment for a period of longer han tw weeks, City shall be alleviated of their obligation to rovide computer time to EDP, during such time as the equipment s non- unctional, City shall not be alleviated from its obligation prov~de EDP with its accumulated usage rights under this agree- t, tc~ the extent that EDP may accumulate Computer usage rights. 4. o the C xhibit 5. pprovec AVAILABLE EQUIPMENT EDP shall have available to it, for its performance ;ity and for its own functions, the equipment listed in .. A.. . ACCESS EDP hereby agrees that no EDP personnel, other than those by the contract administrator or his designated rep- esenta~ive, shall be given access to City's data processing acilit es. EDP further agrees that a log shall be kept of all ersons entering and utilizing said facilities. EDP's designated acilit es supervisor shall be exempted from this requirement. ity pl dges in return to take all necessary steps to clear such ersonn 1 through City's police department, in order that access ay be iven. City reserves the right to require all persons awing outine access to City's computer facilities be bonded I y a Ca~Lifornia firm providing a fidelity bond in a form agreeable City -13- 1 ATENT AND COPYRIGHT INDEMNITY , EDP agrees to indemnify and hold the City, its agents, a d empl yees, harmless from any loss, damage or liability for i fringe ent of any United States patent right or copyright with r spect o the use of any item delivered hereunder; providing, E P is p~omptly notified in writing of any suit or claim against t e City Provided further, that the City permit EDP to defend, c mpromi e or settle the same and gives EDP all available informa- t'on, as istance and authority to enable EDP to do so. EDP's i demnit as to use shall not apply to any infringement arising o t of u e by the City, in combination with other items, where s ch inf ingement would not have occurred in the normal use for w ich th item or items were designed. 7. NDEPENDENT CONTRACTOR Neither the City nor any of its agents shall have control ver theiconduct of EDP Management, Inc., as contractor, except s herein set forth, and EDP expressly warrants not to, at any ime, o~ in any manner, represent that it or any of its agents, ervants, or employees, are in any manner agents, servants or mployels of the City, it being distinctly understood that said DP Man Bement is, and shall be at all times in the performance f this agreement, a wholly independent contractor and EDP's bligat'ons to City are solely such as are prescribed by this ontrac~. 8. INDISCRIMINATION .EDP agrees that no person shall be excluded from employ- ent by EDP Management in the performance of this agreement on he gro nds of race, creed, color, sex, age, or national origin. n this connection, EDP agrees to comply with all State and Federal aws re ating to equal employment opportunity rights. -14- RKMEN'S COMPENSATION AND OCCUPATIONAL HEALTH AND SAFETY EDP agrees to obtain and/or maintain a policy of work- 's cdmpensation insurance to cover its employees in compliance ith the applicable provisions of the California Labor Code. In is co~'nection, EDP agrees that although its employees used in ct~on with this contract will be on City property, said loye~s are not City employees for the purpose of workmens tion. EDP further agrees that in performance of this trac# it will comply with all provisions of the State and ederal~Occupational Health and Safety Act. EDP shall further ndeavo~, pursuant to the Occupational Health and Safety Act, make recommendations to the City should changes in facilities necessitated by compliance with said Act or acts. 0. EDP Management, in their supervision of City employees, ledges to grant and utilize all procedures set forth by ity in~,its Civil Service Rules in EDP's dealings with City em- loyees EDP Management shall have no right to suspend or other- ise de rive a City employee of substantial employment rights ithoutthe concurrence of the contract administrator or his esigne . 1. PLIABILITY A. 0 EDP and City each agree to indemnify and hold harmless r from any loss, damage, cost or expense which the other sus~ain or incur by reason of, or arising from, any accident r inju~y to personnel or employees of the other, as well as any loss, d mage, cost or expense which the other may incur by reason ~f inju ies or damage to third parties or property caused by the acts of the other, occurring in the course of this agreement. COMPLIANCE WITH CIVIL SERVICE RULES -15- B. 0 omiss o equip w 11 cor DP expressly warrants that, in the event of an error on due to activities of EDP's personnel, programs, systems ent, without limiting the right of City to damages, EDP ect such error or omission at no additional cost t the City; provided prompt notice to correct such error or o issioniis given to EDP. C. ] t requi: t City' f rmance T e face s all be a d loss S pervis e Fidelity Bond. City hereby reserves the right e any and all personnel of EDP r~anagem.ent having access computer facilities to be bonded with a faithful per- fidelity bond, in the form and manner acceptable to City. amount of said bond shall be $100,000, and such bond designed to give protection to City against dishonesty occurring during the term of the bond. The Facilities ~r shall be required to be bonded as hereinabove described. ould tie City require any other EDP employee to be bonded, City all gi e EDP no less than 30 days notice of City's exercise of s opti n to require such bond. The cost of all bonding shall borne equally by the parties to this agreement. 2. (PUBLIC LIABILITY INSURANCE n addition to the provisions of No. 21 above, EDP shall required to take out and maintain Comprehensive General Liability insurance for bodily injury and broad property damage, and Personal njury liability coverage with a minimum of $1,000,000 combined Ingle nit. City shall be provided with appropriate Certificates f Insurance on the above stated coverages. Said Certificates ust verjify coverage, state the policy term, and assure that City ill receive a minimum of 30 days notice prior to cancellation of, terial; changes in, or intent not to renew said insurances. 3. TERMINATION A. Either party shall have the right to terminate this greement subject to the provisions herein. City may terminate heir a reement with EDP for the services provided upon 90 days ritten notice served to EDP at the location provided in Para- raph 28~ below. Upon notification of termination, EDP shall aive ar~y right to utilize City's computer facilities beyond 40 ours, der month, and without prejudice to EDP's accumulated sage rights. B. EDP hereby has a right to terminate this agreement pon 90 days written notice to the Deputy City Manager at the ocatio provided in Paragraph 28 below. In the event EDP notifies I ity ofiits intention to terminate, City hereby reserves the fight tc~ wind down services provided below. C. upon notification of EDP's intent to terminate, City may tilize~no more than 80 hours per month of EDP's services to do ny or alll of the following things: 1. Assist City in locating and screening a new Facilities Supervisor 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. is prevision is intended to allow City the option of the ove p¢rformances or the performance pledged by EDP in Exhibit 2. 4. A. t is EXISTING CONTRACTS It is hereby stipulated by the parties that this agree- independent and separate from all other written agreements ~tween EDP and City. -17- B. ', The City stipulates that it has no interest or rights . and too programs developed by EDP utilizing City's computer or .her fallcilities for clients of EDP other than City. Proprietary terns bdlonging to EDP prior to this agreement and developed for lients other than City shall remain the property of EDP, unless ereafte~r sold or leased to the City, in which event, City's fights ire determined by the terms of such sale or lease. 5. (HIRING PROHIBITION ~~ City and EDP hereby agree not to employ or otherwise i tilizelthe services of the other party's employees during the erm of this agreement or for a period of two (2) years thereafter, xcept ajs may otherwise. be agreed to between the parties. 6. '~SEVERABILITY Each paragraph and provision of this agreement is everabl~e from the contract and if one provision or part hereof s decl~red invalid, the remaining provisions shall, neverthe- ess, remain in full force and effect. 7. ENTIRE AGREEMENT A. j This agreement is subject to the terms and conditions et fortjh in its provisions, including Exhibits "A" and "B", and ny othelr exhibits or appendices which may be appended hereto. he ful~ terms of Exhibits "A" and "B" and appendices are incor- oratedl,herein by reference, with the same effect as if they had een sett forth fully. B. ~~i It is expressly agreed that this agreement embodies he entire agreement of the parties in relation to the subject after hereof, and that no other agreement or understanding, erbal c~r otherwise, relative to the subject matter hereof, exists etween~the parties at the time of execution. Where the agree- -18- ent projvides that certain specific terms are to be negotiated nd agr~ed on by and between the parties, said terms at such Dint as are mutually agreeable shall be added to this agreement nd consltitute a portion thereof. C. This agreement shall be construed in accordance th the laws of the State of California. 8. NOTICE All notices required by EDP Management, Inc. shall e mailed to Mr. Charles Cox, 5465 Lake Murray Blvd., La Mesa, aliforn~ia 92041. 'i All notices required by City of Chula Vista, pursuant the performance of the terms of this agreement herein, shall mailed to Mr. L. J. Wittenberg, Deputy City Manager, 276 Fourth enue,hula Vista, CA 92010. IN WITNESS WHEREOF, the parties hereto have caused this reemen~t to be executed the day and year first hereinabove set rth. ICI CITYIOF CHULA VISTA W~ << M yor of~the City of Chula Vista A TEST ~~ trv~~ ~ ~.~C,~'~~--~'-2~ Deputy City Clerk A pr v d a s t; f o~ by ~~=- ~ ~' ~,. ;'i EDP MANAGEMENT, INC. l~h=~~ Charles Cox, Presid nt Attorney -19- EXHIBIT "A" EQUIPMENT The City will provide and maintain the following ~uipmer~t for the use of EDP in fulfilling its contractual ~ligat~.ons to the City of Chula Vista, as well as EDP's use ~r systems and program development work: Model or ID No. Description B2510 Central Processor B2004 40K Bytes Core Memory B2740-1 Operator Console B9340 Console Printer & Keyboard B2340 Console Printer Control B9111 Card-Read (800 cpm) B9342-1 Line Printer (1100 lpm) B2242 Line Printer Control B9941 Additional 12 Print Positions B9381-23 Mag. Tape Cluster .4 Station .800 BPI .36KB _ .9 Tract B93'/2-1 Disk File Storage ,, lord Bytes .20ms. Access B2373 Disk File Control 4301, Ser.11588 Singer Keytape 029, Ser.J8625 IBM Keypunch 500, Ser.443 Burster (New) 2323, Ser.0232 Decollater 150, Ser.6661 Shredder Ser.15603 Burster (Old) 16021, Ser.1532 Signer (New) A10565 Calculator A10566 Calculator -20- EXHIBIT "B" BASIC SERVICE REQ'UIREMEN'TS .. Operational Program Requirements EDP hereby pledges to provide the following services .o the ~ity of Chula Vista each month. EDP shall supervise the -unningiand operation of the computer programs listed below and, urther, will provide such supervision as is necessary to insure she dat base is properly maintained. EDP will additionally :oordinate with all users of data outputs, be they parties .City las contracted with or the various departments of the City of :hula Vista., to determine that their needs have been fulfilled ~y the perations of the programs herein listed on Pages i ~hrougY~ v . Tn addition to operating said programs listed on Pages i throug v, EDP pledges to operate, maintain and supervise the operation of the payroll. of the Cities of Imperial Beach and E1 Cajon. At such .time as the automated accounting system being eveloped by EDP pursuant to a prior contract is completed, EDP pl dges to operate said system for the City of Chula Vista and noll,more than three additional municipal entities, not to exceedj75,000 inhabitants per city. 2. Systems Development and Programming Requirements A. In addition to providing for the supervision of the operational programs and running of said programs, EDP shall pro- vide tl~e City with no less than 80 hours per month of computer system analysis, programming and general development of City's data processing capabilities. Should said 80 hours per month of I the above activities not be consumed by City in any one month, City may accumulate up to 160 hours of such services. Any accu- mulati~ns in excess of 160 hours shall be lost to the City. Said -21- ervice~ shall be provided on such projects as may be directed o be undertaken from time to time by the City's contract admini- trator~ following the administrator's consultation with the Data rocess ng Committee. Tn this regard, records shall be kept by he con ract administrator, or his designee, indicating such work s is t~ be performed. Any person or persons fulfilling such asks a~d expending any or all of the 80 hours per month of the ervice provided by EDP, shall maintain records indicating the pecifi project that said person or persons worked on and the curs upended on that project. EDP hereby pledges that the facilities supervisor, r suchlother persons as may be offered by EDP to provide the ervice~ contemplated in the City's right tv 80 hours of com^ uter programming, systems analysis and general development of ity's ~ata processing capabilities, shall be competent and xperie~ced to supply said services as are needed by the City. ity re ernes the right to require further record keeping as ay be ecessary to detail the expenditures of said program- ing off,systems development efforts by EDP staff. B. In the event City requests more than 80 hours per th (excluding any expenditure of accumulated sums of hours d t~ City), be devoted to the services provided in 2A. above, said s rvices may be authorized by the City Manager. EDP shall thereu on provide such additional hours of systems development and/oriprogramming as requested, in accordance with the billing I rates het forth in No; 3E of the basic contract. ~22~