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Home My WebLink About1983-10-11; City Council; Resolution 7363RESOLUTION NO. 7363 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD AUTHORIZING THE MAYOR TO EXECUTE AN AGE= BETWEEN THE CITY OF CARLSBAD AND DATASTREAM FOR THE PROVISION OF DATA PROCESSING RELATED SERVICES. WHEREAS, the City of Carllsbad requires assistance from a qualified technician to assist in the operation of the City's Data Processing System and WHEREAS, the City has requested proposals from several qualified firms capable of providing said services and WHEREAS, the Proposal presented by Datastream meets the specifications presented in the request for proposal and is in the City's best interest, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad that the Mayor is hereby authorized to enter into an agreement, Exhibit A attached hereto, with Datastream for said services PASSED, APPROVED AND ADOPTED at ahegular meeting of the City Council adjourned of the City of Carlsbad held the 11th day of October , 1983, by the following vote, to wit: AYES: NOES: Nore Council Menhrs Casler, LRwis, Kulchin, Chick and Prescott MARY H. &LER, Mayor APEST : A. ._. 0 AGREEMENT FOR DATA PROCESSING MANAGEMENT AND PROGRAMMING SERVICES THIS AGREEMENT, made and entered into as of the day of I 19 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City," and DATA STREAM, hereinafter referred to as "consultant. 'I RECITALS City requires the services of a professional data processing manager and programmer with knowledge of the Hewlett Packard 3000 computer system; and Consultant possesses the necessary skills and qualifications to provide the serviices required by City; MOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and a Consultant agree as follows: (1) CONSULTANT'S OBLIGATIONS (a) The Consultant shall provide the City with a professional, knowledgable person who shall perform data processing management and programming functions for the City. (b) The Consultant shall manage computer related problems such as but not limited to Data Base Management, preparation of special reputs using programming languages avaliahle on the HP system, system failure recovery, contact with HP service personnel, system management functions as defined by the HP System Manager Reference Manual. .. 0 (c) The Consultant shall perform the above tasks in a professional and independent manner under the general direction of the Finance Director. (2) CITY OBLIGATIONS The City agrees to provide reasonable access to computer equipment, reference manuals, and other system documentation, City staff, and materials. (3) PROGRESS AND COMPLETION (a) The Consultant shall begin providing the above mentioned service immediately upon receipt of the City's -purchase order. (b) The City's measure of the progress or effectiveness of the Consultant's services shall be related to the reduction or elimination of computer management related problems requiring City attention. (c) This Agreement shall terminate on June 30, 1984 and may be extended annually thereafter by mutual agreement between the City Manager and Data Stream, (4) FEES TO BE PAID TO CONSULTANT 7 A fee of $3,520 shall be payable to Consultant for each month (160 hours) of service provided under this agreement. The Consultant shall provide the City with an invoice for service specifying the-total number of hours and dates covered for that invoice , (5) The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or -2- person, other than a bona fide.employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration continqent upon, or resulting from, the award or making this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or, consideration, or otherwise recover, the full amount of such fee, commission,-percentage, brokerage fee, gift or contingent fee. (6) TERMINATION OF CONTRACT In the event of the Consultant’s failure-to prosecute, deliver, or perform the work as provided for in this contract, the City may terminate this contract. for nonperformance by notifying the Consultant by certified mail. of the termination of the contract, The Consultant, thereupon, has five working days to deliver said documents owned by the City and all work in progress to the Finance Director. The Finance Director shall make a determination of fact based upon the documents delivered to City of the amount of work which the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding the Finance Director shall determine the final payment: of the.contract. (7) SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering 30 days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filinq and closing and deliver said product to City. In -3- the event of termination, the Cdnsultant shall be paid for work performed to the termination date. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. (8) STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent contractor and in pursuit of Consultant's Independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City as provided for in the request for proposal. , (9) HOLD HARMLESS AGREEMENT The City, its agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, any act or omission of Consultant or Consultant's agents, employees or representatives. Consultant agrees to defend, indemnify and save free and harmless the City and its authorized agents, officers, and employees against any of the foreuoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of alleged defects in any plans and specifications, unless the liability or claim is due, or arises out of, solely to the City's negligence. ' ... (10) ASSIGNMENT OF CONTRACT The Consultant shall not assiqn this contract or any part thereof or any monies due thereunder without the prior written consent of the City. (11) VERRAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, aqent, or employee of the City, either before, during, or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this contract. (12) SUCCESSORS OR ASSIGNS Subject to the provisions of paragraph (9), Hold Harmless Agreement, all terms, conditions, and provisions hereof shall insure to and shall bind each of the part.ies hereto, and each of their respective heirs, executors, administrators, successors and assigns. EFFECTIVE DATE This agreement shall be effective on and from the day and year first above written, IN WITNESS WHEREOF, we have hereunto set our hands and seals, CITY OF CARLSBAD By Mayor Title ATTEST: APPROVED AS TO FORM: - City Clerk Assistant City Attorney