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HomeMy WebLinkAboutReso 1983-11184 RESOLUTION NO. 11184 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF RIVERSIDE FOR DATA PROCESSING SOFTWARE DEVELOPMENT 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 by the City Council of the City of Chula Vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and THE CITY OF RIVERSIDE, for data processing software development services dated the ]Sth day of March , 19 83 , 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 .< m Thomson, Director of George D~ ILindberg, City Attorney ent Services ADOPTED AND APPROVED _BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 15th day of March 19 83 , by the following vote, to-wit: AYES: Councilmen McCandliss, Moore, Malcolm, Cox, Scott None NAYES: Councilmen None ABSTAIN: Councilmen None ABSENT: Councilmen the City of Chulo Vista ST/-,, r_:. OF CALIFORNIA ) COUNTY' OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California, DO HEREBY CERTIFY that the above and foregoing is o full, true and correct copy of RESOLUTION N0.///,yvzZ ,and that the some has not been amended or repealed. DATED (seal) City Clerk cc-s6o t -I/rB SOFTWARE DEVELOPMENT AGREEMENT This agreement was made as of the 15th day of March , 19 83 , between City of Chula Vista, hereinafter referred to as "Supplier," and City of Riverside hereinafter called "Customer." In consideration of the mutual promises hereinafter contained, and in the faithful performance thereof by the parties hereto, and each of them, IT IS AGREED AS FOLLOWS: 1. THE SUPPLIER SHALL: A. Provide systems programming and/or analysis services and such support documentation or materials as specified hereinafter pursuant to the charges, terms, and conditions of this agreement and as may be agreed to from time to time in project change orders which as issued and accepted by both parties shall be incorporated into this agreement. B. Write the program for the Business License System to the user's specification shown by Exhibit "A" attached hereto. C. Program will be written using the Burroughs COBOLV Compiler on the Burroughs Medium System. D. On-line programs will be written compatible with Burroughs Network Definition Language, using transaction based routing and a 24 byte routing header. E. Programs will be compatible with the Burroughs MT983 terminals using standard Burroughs Poll and Select protocol. F. Documentation will include operator instructions, a file flow chart identifying programs and files used, a system level summary and a program level summary. Programs will be written with narrative embedded in them to guide a maintenance programmer through each program. G. Installation will consist of one day (not less than eight hours) of demonstrating and reviewing of documentation and programs with the Customer representatives at the Customer Data Center. Any time spent beyond the one day allocated for installation will be considered a change order. 2. THE CUSTOMER SHALL: A. Furnish acceptance data as soon as programming begins. This will insure that once programming starts, it can be completed without interruption and will make for a more efficient process for dealing with questions that will arise during programming and debugging. B. Complete the installation with the end users and provide for all ongoing support and training, except that provided by a change order. C. Provide transaction base routing in the on line environment before the test/acceptance day is scheduled. D. Convert the files from the existing format to the new format, the Customer will also supply the conversion program. 3. SUPPLIER'S PERSONNEL Supplier hereby warrants that the personnel assigned by Supplier to perform the services described hereunder shall be qualified to perform the assigned duties. Supplier reserves the right to determine which of its personnel shall be assigned to any particular project and to replace or re-assign such personnel during the project. Supplier assumes responsibility for its personnel providing services hereunder and shall make all deductions required of employers by state, federal, and local laws, including deductions for social security and withholding taxes, contributions for unemployment compensation funds, and shall maintain workmen's compensation and liability insurance for each of them. Supplier further agrees to provide such evidence of the foregoing to Customer as Customer may reasonably request. The Supplier through its City Manager shall designate in writing one person who shall have the duty of acting as liaison between Supplier personnel and Customer personnel to assure the expeditious execution of the service called for hereunder. Initially this person shall be John Pavlicek. 4. CUSTOMER RESPONSIBILITIES The Customer through its Finance Director shall designate in writing one person who shall have the duty of acting as liaison between Supplier personnel and Customer personnel to assure the expeditious execution of the service called for hereunder. This person shall be empowered to request modifications or alterations of the services performed by issuing project change orders, and shall also be the primary person to whom any communications relating to this agreement with performance hereunder may be directed. Initially this person shall be Willie Takano. Change orders requiring an increase of charges must be approved by the Finance Director. 5. CHARGES AND TIME OF PERFORMANCE The supplier will charge the Customer $4,000 for the programming service payable in three installments. $1,000 at beginning of programming. $2,500 upon installation. $ 500 on final acceptance. -2- Any modification beyond the work specified in this contract will be considered a change order. Change orders will be billed at $32 per hour plus travel and expenses. Computer time for programming change orders will not be chargeable. The Customer will approve change orders in writing before modifications begin. The total liability of Customer pursuant to this agreement shall not exceed ~4,000, except by a project change order as provided in paragraph 1 or a waiver, alteration or modification as provided in paragraph 18. Except that sales and use taxes, if any, payable on the above sums shall be the responsibility of and paid by Customer. The Supplier shall commence the work to be performed by it hereunder immediately upon execution of this agreement and complete all such work within three (3) months thereafter; provided, however, the time of completion may be extended at the request of the Supplier with the written consent of Customer's Finance Director for a period of time not to exceed two (2) additional months. Change orders requested by Customer may extend the time of performance beyond the three (3) or five (5) month period. Any such change order extensions of time shall be mutually agreed upon in writing by Customer's Finance Director and Supplier's Data Processing Manager. 6. TEST DATA AND ACCEPTANCE OF WORK PRODUCT Customer shall submit to Supplier sufficient test data to test the programs covered herein prior to start of programming. Additional test data shall not be accepted by Supplier after that date. Failure to provide test data by the date specified above shall result in forfeiture of Customer's right to supply said test data and acceptance by Customer of the work product shall be automatic upon delivery. Test data will be provided to Supplier no later than thirty (30) days following the date of execution of this agreement. Supplier shall deliver the results or reports of said testing to Customer whereupon Customer shall have a period of thirty (30) days in which to review said results or reports. Except as to errors noted in writing during said thirty (30) day period it shall be presumed that all services have been performed in a manner acceptable to Customer. Supplier hereby warrants that, at no cost to Customer, it shall begin to effect correction of errors found in the delivered system at the end of that thirty (30) day period, or upon written notification by Customer that all errors have been identified and noted in writing, whichever is sooner. Supplier further warrants that it shall strive to expedite the correction of said errors, and shall not interrupt the correction process of said errors, and shall not interrupt the correction process for any reason under Supplier's reasonable control. -3- Upon completion of the correction of each erroneous or deficient program, Supplier shall notify Customer of said completion in writing, whereupon Customer shall review the corrected program within thirty (30) days of such notification, and shall notify Supplier in writing of any previously identified errors which were not corrected, or of any new errors which were caused by the correction of the program, or of any errors whose presence was concealed by the original error and which subsequently became apparent as the result of the correction of the original error. 7. MATERIAL TRANSPORTATION AND DISPOSITION Unless otherwise specified in writing, material supplied by Customer pursuant to this agreement shall be transported at Customer's risk and expense. 8. PERFORMANCE STANDARDS Supplier shall adhere to professional standards and use due care in the handling and processing of Customer's materials and shall perform all services required under this agreement in a manner consistent with what are accepted procedures for data processing and allied services. Customer shall not permit the programs referred to herein, to be utilized prior to their final acceptance by Customer. 9. ACCURACY AND VERIFICATION Supplier shall strive for maximum accuracy in the results obtained from its services, and will manually balance with controls provided by Customer. If these controls are not provided within ten (10) days following written request therefor, Customer shall accept the results furnished by supplier as complete and satisfactory performance. The Supplier agrees to make its programming services available, at its usual and customary rates for the period of this agreement and for a period of ninety (90) days thereafter. Said rates are more particularly set forth on Section 5. 10. DATA SAFEGUARDS All written information submitted by Customer to Supplier in connection with services performed by Supplier under this agreement shall be safeguarded by Supplier and not disclosed to anyone other than Customer. If such data is publicly available, Supplier shall bear no responsibility for its disclosure, inadvertent or otherwise. 11. PROPRIETARY RIGHTS All programs, specifications and formats resulting from this agreement will be the property of both the Customer and the Supplier, either party has the right to use, market, or transfer the same. -4- 12. LIABILITY OF SUPPLIER REGARDING SUPPLIED MATERIALS Supplier shall be liable for loss, destruction, or damage of Customer supplied materials only if due to the negligence of Supplier, and then only to the extent of restoring the lost, destroyed, or damaged materials; provided such restoration can be reasonably performed by Supplier and Customer furnishes Supplier with all source data necessary for such restoration. 13. LIMITATION OF TOTAL LIABILITY A. Supplier shall not be liable for any damages such as, loss of anticipated profits or other similar economic loss in connection with, or arising out of the existence of, the furnishing, functioning, or Customer's use of any such item of equipment or services provided for in this agreement. B. In the event of transfer or marketing the programs by either the Customer or Supplier the other party will not be liable for claims arising from the transaction. C. Supplier agrees to idemnify and hold harmless the Customer for any accidental personal injuries, or death resulting from any acts or omissions of Supplier, its agents, employees or representatives. 14. FORCE MAJEURE Neither Supplier nor Customer shall be liable for any damages caused by delays in rendering performance hereunder arising from any cause beyond the reasonable control of Supplier or Customer or as a result of strikes, or work stoppage, but the payment schedule set forth in paragraph 5, above, shall not be affected by any such delays. 15. ASSIGNMENT This agreement may not be assigned by Supplier, in whole or in part, unless prior written consent is obtained in writing from Customer. 16. WRITTEN NOTICE All notices required by or sent under this agreement shall be in writing, and shall be addressed as follows: SUPPLIER: City Manager City of Chula Vista 276 Fourth AVenue Chula Vista, California 92010 -5~ CUSTOMER: Finance Director City of Riverside 3900 Main Street Riverside, CA 92522 Any written notice hereunder shall become effective as of the date of mailing by registered or certified mail, postage fully prepaid, return receipt requested 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. 17. TERMINATION This agreement may be terminated by Customer, without cause, upon thirty (30) days written notice to Supplier. In the event of termination, Customer shall pay for all services rendered prior to the date of termination, not to exceed the total as provided under paragraph 5. 18. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by both parties. 19. LAW OF STATE OF CALIFORNIA TO GOVERN This agreement shall be governed by the laws of the State of California. 20. REPRESENTATIONS AND WARRANTIES Supplier makes no representation, 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. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. THE CITY OF CHULA VISTA CITY OF RIVERSIDE Mayor of the_4'zyit~of Chula Vista y City Manager L. E. Paulsen, City Manager Pro Tem ATTE ~ ~c L f-' ~ city , WPC O012J .... !~Y -6-