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HomeMy WebLinkAboutReso 1978-9071f Form No. 342 Rev. 2f 76 RESOLUTION NO. 9071 RESOLUTION OF THE CITY COUNCIL OF-3'~iE- CITY OF CHULA VISTA, APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF EL CAJON 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 agreement between THE CITY OF CHULA VISTA, a municipal corporation, and THE CITY OF EL CAJON, for the provision of data processing services dated the 11th day of April 19 78 , a copy of ~ which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby 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 ._ ane F. Cole, City Mana_ Georg=~ D. Lindberg, City Attorney ADOPTED AND APPROVED by the CITY COUNCIL of the CITY OF CHULA VISTA, CALIFORNIA, this 11th day of April 19 78 , by AYES: Councilmen Scott, Egdahl, Kobel, Cox, Hyde NAYES: Councilmen None ABSENT: Councilmen None !"` Mayor of the City of Ch a Vista _ ~ // ~i STATE OF 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CERTIFY that the above is a full, true and correct copy of Resolution No. and that tree same has not been amended or repealed. DATED City Clerk DATA PROCESSING SERVICES AGREEMENT THIS AGREEMENT, made and entered into as of the 11th day of April 1978, by and between THE CITY OF CHULA VISTA, a municipal corporation, herein referred to as "Supplier", and THE CITY OF EL CAJON, a municipal corporation, herein referred to as "Customer"; W I T N E S S E T H A. This agreement involves a unique arrangement among and between municipalities. B. Customer and Supplier have been engaged in a previous contractual arrangement for computer processing of Customer's payroll. C. Customer desires to computer process various and sundry financial transactions and receive certain accounting reports. D. Supplier possesses the necessary facilities, programs, equipment and personnel to perform the desired work. E. 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. F. 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. Execute an agreement with EDP Management, Inc. for the design and development necessary for initial implementation/conversion of Supplier's automated accounting system. b. Deliver all relevant input data to be used in the computers of Supplier in processing of Customer's accounting records, to the Data Processing Control Desk of Supplier. c. Pick up all relevant output at the Data Processing Control Desk. d. Perform all manual processing required by the accounting system of Customer. e. Provide all magnetic tapes required for data storage. 2. SUPPLIER WILL: a. Cooperate with and assist EDP Management, Inc. in a rea- sonable way to install Supplier's automated accounting system so that it performs to Customer's satisfaction. b. Computer process the accounting records for Customer accord- ing to mutually established specifications. The output of said processing shall include any or all items on that list of reports attached hereto as Exhibit A and incorporated herein by reference as though fully set forth. c. Make all reasonable efforts to comply with production sche- dule 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 sche- dule will be adjusted by mutual agreement. 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 maintenance and minor modifications for programs in a production status. Minor modifications shall mean any change requiring two (2) hours or less of programming to effect. The two (2) hours per month represents modification or maintenance total for all Customer programs. All program alterations exceeding two (2) hours will be billed according to rates set forth in Exhibit B, agreed upon prior to commencement of work. Exhibit B may be revised by Supplier upon seventy-five (75) days notice to Customer. -1- 3. EFFECTIVE DATE AND TERMINATION The term of this contract shall commence on April 11 , 1978, 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 (60) days in advance thereof and specifying the termination date. Termination will conform to the stipulations within this contract. Customer shall pay Supplier all initiation fees, and charges for work performed up to the stated effective date designated in the notice, as set forth below. 4. INITIATION FEE AND SERVICE CHARGES In consideration for the abovementioned services which Supplier will perform, Customer agrees to pay an initiation fee of Six Thousand, Four Hundred Eighty Dollars ($6,480), payable in three (3) annual pay- ments of Two Thousand, One Hundred Sixty Dollars ($2,160). Said payments shall be due respectively within thirty (30) days of the effective date of this agreement and each anniversary date thereafter. The total ini- tiation fee shall be the immediate obligation of Customer if termination is instigated by that party before said amount has been paid in full. If termination is instigated by Supplier at any time within the first three years, a monthly prorated reimbursement shall be made to Customer based upon the effective date of termination. In addition to said initiation fee, Customer agrees to pay Supplier between the fifteenth (15th) day and the end of each month, a sum of money for services computed according to the Fee Schedule attached hereto as Exhibit C and incorporated herein by reference as though fully set forth. Exhibit C may be revised at any time unilaterally by Supplier based upon the formula contained therein. A copy of such revision shall be served on the City Manager of Customer at least seventy-five (75) days prior to the effective date of institution. Reference herein to Exhibit C shall include any of its revisions as above provided. 5. TAX PAYMENTS There shall be added to all charges under this agreement 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. 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 imple- mentation to the respective representatives designated in Section 17. Customer will alter relevant manual schedules to meet Supplier's com- puter 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. -2- 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 REVIEW OF WORK Customer shall review all reports and data submitted by Supplier within thirty (30) days following delivery and notify Sup- plier 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 dis- crepancies. In the latter instance, Customer will be given reasonable opportunity to correct said discrepancies before continuance of pro- cessing. Any corresponding delay by Customer in responding may result in significant lengthening of production schedules. 11. SPECIAL SUPPLIES In the event Customer desires the use of preprinted and/or unique forms, including checks, Customef will provide said forms at no cost to Supplier. Customer will be responsible for the purchase and selection of compatible forms, and maintaining an adequate inventory of forms. 12. PROPRIETARY RIGHTS All programs, documentation and report formats are the sole property of Supplier. Upon termination or completion of the contract, Customer is entitled only to available copies of master files on magnetic tape excluding object programs, source programs and program listings. 13. LIABILITY OF SUPPLIER Supplier shall be liable for loss, destruction or damage of customer supplied materials due to negligence of Supplier. Supplier shall restore the lost, destroyed, or damaged materials, provided such restoration can be reasonably performed by Supplier and Customer fur- nishes 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 performance of this agreement resulting in money damages and brought by or for the benefit of an employee or resident 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's 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 agree- ment has not been in effect for twelve months. Under no circumstances shall Supplier be liable 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 equip- ment or services provided for in this agreement, or for specific per- formance. -3- 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, specifications, or other instrument covering the services herein provided, such purchase order, memorandum, specifications, or instrument is for Customer's internal purposes only and any/all terms and conditions contained therein, whether printed or written, shall be 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. 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 provi- sions 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: City Manger City of Chula Vista 276 Fourth Avenue Chula Vista, California 92010 CUSTOMER: City Manager City of E1 Cajon 200 East Main Street E1 Cajon, California 92020 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 the punctual performance of each and all of the terms, provisions and agreements hereof are of the essence of this agreement. -4- IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. THE CITY OF CHULA VISTA 1.~~ Mayor of the City of Chul Vista ATTES ~~~~ ~~- City Cl rk Approved as~q\ form O Y ~~.~ `~ THE CITY OF EL CAJON M r f the City of El Capon ATTEST ~ ~~wocXi City Clerk ity Attorney EXHIBIT A AUTOMATED ACCOUNTING REPORTS (1/1/78) Weekly Reports CAP 020-01 Chart of Accounts Transaction List CAP 020-02 Chart of Accounts Master List CAP 030-O1 Budget Master Status Transaction List CAP 030-02 Budget Master Status CAP 040-01 Vendor Payment Audit List CAP 040-02 Vendor Master List CAP 060-01 Purchase Orders Transaction List CAP 060-02 Purchase Orders CAP 070-01 Accounting Transactions Transaction List CAP 070-02 Accounting Transactions CAP 075-01 Direct Payment Audit List CAP 100-01 Automated Accounting Transactions- & 100-02 New Transactions CAP 110-01 Cash Report CAP 120-01 Detail Expenditure Transactions Report CAP 120-02 Detail Revenue Transactions Report CAP 120-03 Encumbrance Activity and Status List CAP 125-01 Appropriations Status Report CAP 130-01 Vendor Payment Audit List CAP 845-01 Vendor Alpha List Monthly Reports CAP 080-01 General Ledger Transaction List CAP 080-02 General Ledger CAP 110-02 Monthly Cash Report CAP 140-01 Statement of Revenue Estimated & Actual (By Fund) CAP 140-02 Statement of Revenue Estimated & Actual (By Source) CAP 150-01 Statement of Expenditures & Encumbrances Compared with Authorizations (By Fund) CAP 150-02 Statement of Expenditures & Encumbrances with Authorization< (All Funds) CAP 160-01 Balance Sheet An ~1 EXHIBIT B SPECIAL PROJECT BILLING SCHEDULE (1/1/78) Personnel Time 1. Key Punch Operator $5.10/hour* 2. Computer Operator $5.60/hour* 3. Computer Programmer $7.90/hour* Computer Time *Includes 10% fringe benefit factor $60.00/hour ah~l EXHIBIT C OPERATIONS BILLING SCHEDULE (1/1/78) Key Punch Time Computer Time $5.75/hour $60.00/hour BASIS FOR CHARGES: 1) Key Punch Time = (Annual Key Punch Operators Salary + 10% Fringe Benefit) + Equipment Expense Annual Operating Hours 2) Computer Time = Total Data Systems Budget - (Ke~Punch Expenses + Irrelevant Contract Costs) Annual Operating Hours r,,. ~ . __