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HomeMy WebLinkAbout2014 CON SANDAG - Graffiti Tracker ProgramMEMORANDUM OF AGREEMENT AMONG THE SAN DIEGO ASSOCIATION OF GOVERNMENTS, THE COUNTY OF SAN DIEGO, THE CITIES OF CHULA VISTA, CORONADO, EL CAJON, LA MESA, NATIONAL CITY, CARLSBAD, AND SAN DIEGO, THE METROPOLITAN TRANSIT SYSTEM, THE NORTH COUNTY TRANSIT DISTRICT, THE SAN DIEGO UNIFIED PORT DISTRICT GOVERNING GRAFFITI TRACKER, INC. BILLING AND SUPPORT SANDAG CONTRACT NO. 5004447 This Memorandum of Agreement ("MOA") is made and entered into effective as of this day of NO ✓, -2014, by and among the San Diego Association of Governments ("SANDAG"), the County of San Diego ("County"), the Cities of Chula Vista, Coronado, El Cajon, La Mesa, National City, Carlsbad, and San Diego, the Metropolitan Transit System, the North County Transit District, and The San Diego Unified Port District (collectively, "Participating Agencies") for the purpose of establishing a framework for billing and support of the Graffiti Tracker, Inc. software. Individually, SANDAG, the County, and each of the Participating Agencies may be referred to as "Party" and collectively as "Parties." RECITALS 1. The Parties recognize that reduction or elimination of neighborhood graffiti is a regional quality of life issue; and 2. The County entered into a contract with Graffiti Tracker, Inc. in 2009 (Contract No. 527855, attached as Exhibit A) for the use of graffiti tracking software to aid in the apprehension of repeat offenders, provide faster clean-up, and deter individuals from vandalizing personal and public property ("Graffiti Tracking Program"); and 3. The Graffiti Tracking Program's success prompted other agencies to join this regional effort, resulting in the provision of Graffiti Tracker services to Participating Agencies pursuant to an amendment to Contract No. 527855 in 2011; and 4. The County has been responsible for administration of Contract No. 527855, including timely payment of amounts due to Graffiti Tracker, Inc. for services utilized by both the County and Participating Agencies; and 5. The County will continue to administer Contract No. 527855, including the timely payment of amounts due to Graffiti Tracker, Inc.; and 6. SANDAG added the Graffiti Tracker Promotion Project to the Regional Operations and Services area of emphasis in the FY 2014 SANDAG Budget to promote usage of the Graffiti Tracking program regionally and provide user and liaison support; and 7. Each Participating Agency continues to utilize the benefits of the Graffiti Tracker Program to document and reduce the incidence of graffiti within its jurisdiction; and 8. SANDAG currently invoices Participating Agencies for other law enforcement -related support services; and 9. The County has requested that SANDAG invoice Participating Agencies for their use of the Graffiti Tracker Program together with the existing invoices for law enforcement -related support services; and 10. Each Participating Agency's use of the Graffiti Tracking program shall be determined by the method described below; and 11. The Parties wish to memorialize their agreement in this MOA to carry out the purposes set forth above. AGREEMENT NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: THE COUNTY AGREES: 1. At least thirty (30) days prior to the beginning of the fiscal year (July 1 to June 30) for which billing will occur, the County shall provide SANDAG with a list of the Graffiti Tracker Program Participating Agencies. 2. The County shall continue to administer Contract No. 527855, to which neither SANDAG nor any Participating Agency is a party. The County shall retain responsibility for collecting delinquent payments, which includes all payments not received by SANDAG. SANDAG AGREES: 3. SANDAG shall invoice the Participating Agencies once at the beginning of each fiscal year (July 1 to June 30) for each Participating Agency's share of the Graffiti Tracker Program costs. SANDAG shall remit to the County twice annually all payments received from Participating Agencies since the last remittal and provide a list of delinquent payments. SANDAG shall remit payments to: County of San Diego, Sheriff's Department Attention: Contract Manager 9621 Ridgehaven Court San Diego, CA 92123 THE PARTICIPATING AGENCIES AGREE: 4. The Participating Agencies shall remit payment payable to SANDAG within thirty (30) days of receipt of invoice. Participating Agencies shall remit payments to: San Diego Association of Governments Attention: ARJIS 2 401 B Street, Suite 800 San Diego, CA 92101 THE PARTIES MUTUALLY AGREE: 5. Allocation of Costs. The respective shares of the Graffiti Tracker Program costs are allocated between the Participating Agencies, collectively, and the County in accordance with Contract No. 527855 and its accompanying amendments. a. SANDAG shall not invoice the County for its share of the Graffiti Tracker Program costs. b. The Participating Agencies' total share as provided by Contract No. 527855 shall be allocated among the Participating Agencies according to the following method of calculation: Participating Agencies' total share multiplied by each Participating Agency's proportionate share of the total population served by the Graffiti Tracker Program. SANDAG shall calculate each Participating Agency's share of the Graffiti Tracker Program costs using the most recent annual population estimates promulgated by the California Department of Finance. In the event that a Participating Agency is a special district or other public agency such that a population figure is not susceptible to determination, that Participating Agency shall pay a fixed fee of five thousand ($5,000.00) dollars annually toward the Participating Agency total share of Graffiti Tracker Program costs. Any fixed fees shall be deducted from the Participating Agency total share prior to calculating the remaining Participating Agencies' shares of Graffiti Tracker Program costs by the method of calculation described above. 6. Addition of Participating Agencies. Both SANDAG and the County shall have the authority to add additional Participating Agencies to the Graffiti Tracker Program with the consent of the other, whose consent shall not be unreasonably withheld. The County shall bear the responsibility of amending Contract No. 527855 to reflect the participation of additional agencies as part of its retained responsibility of administering Contract No. 527855. All Participating Agencies added to the Graffiti Tracker Program shall sign this MOA and be bound by these terms and conditions. Each Participating Agencies' share of the Program costs shall be recalculated when a Participating Agency joins the Graffiti Tracker Program according to the method above and the next invoice shall reflect the new allocation of costs. 7. Graffiti Tracker Cameras. The County shall store Graffiti Tracker cameras that are not in use. Participating Agencies shall coordinate with the County to obtain additional Graffiti Tracker cameras or to replace malfunctioning cameras or portions thereof. A request for an additional camera will be filled from the inventory of Graffiti Tracker cameras not in use. Should all Graffiti Tracker cameras be in use by the Graffiti Tracker Program, the County shall so notify the requesting Participating Agency, which may elect to order a new Graffiti Tracker camera from Graffiti Tracker, Inc. under Contract No. 527855. The costs of new Graffiti Tracker cameras and replacement parts will be borne by the requesting Participating Agency and billed on the following invoice. 3 8. The Role of SANDAG. The SANDAG role with respect to the Graffiti Tracker Program shall be limited to invoicing and receiving payments from Participating Agencies, forwarding such payments to the County, and providing regional support to the Graffiti Tracker Program, including the capture of metrics on system usage and production of reports for Participating Agencies; identifying trends and patterns; accomplishing customer outreach and training to encourage system usage; exploring the expansion of the Graffiti Tracker Program to other agencies where graffiti is a problem; and collaborating with the County of San Diego Office of the District Attorney to obtain statistics on restitution funds resulting from the Graffiti Tracker Program. SANDAG shall not own or control any of the data from, provided to, or used by Participating Agencies in the Graffiti Tracker Program other than those documents or data it creates pursuant to this Section. 9. Notice. Any notice required or permitted under this MOA may be personally served on any of the Parties by the Party giving notice, or may be served by first class mail, return receipt requested, to the addresses provided in Exhibit B, "Agency Contacts." If no name is listed for a jurisdiction in Exhibit B, then the agency's signatory, or his or her successor, shall suffice as a valid agency contact. 10. Modification. No alteration or variation of the terms of this MOA shall be valid, unless made in writing and signed by the Parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto. 11. Termination. Any Party may terminate its participation in this MOA by providing thirty (30) days written notice of such termination to both the County and SANDAG. a. Termination of participation by one or more of the Participating Agencies shall not affect the terms, conditions, and provisions of the MOA with respect to the other Parties still participating in the MOA, other than a recalculation of costs as between the remaining Participating Agencies effective upon the following invoice. Upon the effective date of termination of participation under this subsection, the terminating Party shall cease its use of the Graffiti Tracker Program. Within thirty (30) days of the effective date of termination, the Participating Agency shall return to the County any Graffiti Tracker cameras in its possession, unless the Participating Agency paid for an additional camera pursuant to Section 7 of this MOA. There will be no refund of amounts already received by SANDAG. b. Termination by SANDAG or the County shall terminate the entire MOA. Notice of termination of the entire MOA shall also be provided to the Participating Agencies prior to the effective date of termination. Within thirty (30) days of the effective date of termination, SANDAG shall remit to the County any Graffiti Tracker Program payments received from Participating Agencies that are in its possession. All Parties shall cease their use of the Graffiti Tracker Program upon the effective date of termination under this subsection. All Parties shall return any Graffiti Tracker cameras in their possession to the County, unless the Participating Agency paid for an additional Graffiti Tracker camera pursuant to Section 7 of this MOA. Any funds remaining in the Graffiti Tracker Program following termination of this MOA shall be refunded to the County and the Participating Agencies in the same manner as the costs were allocated. 4 12. Defense and Indemnity. The following indemnification provisions of this MOA shall survive termination. a. Claims Arising From Sole Acts or Omissions of a Party Each Party to this MOA hereby agrees to defend and indemnify the other Parties to this MOA, their agents, officers, and employees, from any claim, action, or proceeding against the other Parties, arising solely out of its own acts or omissions in the performance of this MOA. At each Party's sole discretion, each Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve any Party of any obligation imposed by this MOA. Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. b. Claims Arising From Concurrent Acts or Omissions The Parties hereby agree to defend themselves from any claim, action, or proceeding arising out of the concurrent acts or omissions of the Parties. In such cases, Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in Paragraph d below. c. Joint Defense Notwithstanding Paragraph b above, in cases where Parties agree in writing to a joint defense, Parties may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent acts or omissions of Parties. Joint defense counsel shall be selected by mutual agreement of Parties. Parties agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in Paragraph 4 below. Parties further agree that no Party may bind the others to a settlement agreement without the written consent of the others. d. Reimbursement and/or Reallocation Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 13. General Provisions. a. All obligations of the Parties under the terms of this MOA are subject to the appropriation of the required resources by their respective governing bodies. b. This MOA shall be interpreted in accordance with the laws of the State of California. 5 c. All terms, conditions, and provisions herein shall inure to and shall bind each of the Parties hereto and each of their respective heirs, executors, administrators, successors, and assigns. d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO APPROVED AS TO FORM AND LEGALITY: THOMAS J. PASTUSKA WILLIAM L. PETTINGILL Clerk of the Board of Supervisors Senior Deputy County Counsel SAN DIEGO ASSOCIATION OF GOVERNMENTS GARY L. GALLEGOS Executive Director or designee THE CITY OF CHULA VISTA JAMES D. SANDOVAL City Manager Signatures continued on next page 6 d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO "P' •V D TO FORM AND LEGALITY: 441k/4. -PA -- Thomas J. Paatustka Cis* of the Board of SuOshr sots SAN DIEGO ASSOCIATION OF GOVERNMENTS GARY L. GALLEGOS Executive Director or designee THE CITY OF CHULA VISTA JAMES D. SANDOVAL City Manager Signatures continued on next page 6 TTINGILL Senior Deputy County Counsel Approved and/or authorized pursuant to terc0utY01 San Administrative cod. 11+29. Oavrti►Omit d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO APPROVED AS TO FORM AND LEGALITY: THOMAS J. PASTUSKA WILLIAM L. PETTINGILL Senior Deputy County Counsel Clerk of the Board of Supervisors SA • IEGO ASSOC! TION OF .;IVERNMENTS LLEGO irect. 1'•r desig THE CITY OF CHULA VISTA JAMES D. SANDOVAL City Manager Signatures continued on next page 6 d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO THOMAS J. PASTUSKA Clerk of the Board of Supervisors SAN DIEGO ASSOCIATION OF GOVERNMENTS GARY L. GALLEGOS Executive Director or designee THE CIS 0 HUL' VISTA S D. SANDOVAL y Manager Signatures continued on next page 6 APPROVED AS TO FORM AND LEGALITY: WILLIAM L. PETTINGILL Senior Deputy County Counsel THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE Cit Manager THE e_ Y OF AN DIEGO SCOTT-"' ICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CARLSBAD STEVE ARKOZY City Manager METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director SAN DIEGO UNIFIED PORT DISTRICT JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page METROPOLITAN TRANSIT SYSTEM Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director UNIFIED PORT OF SAN DIEGO JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT rnw-1 _ MATTHEW O. TUCKER Executive Director UNIFIED PORT OF SAN DIEGO JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page 8 apprasil M Is %pod WOO METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director SAN D GO I' E l PORT DISTRICT MARK G. STAINBROOK Acting Chief of Harbor Police Contract No. 5004447 Graffiti Tracker MOA additional signature page 9 .sJe EXHIBIT A COUNTY OF SAN DIEGO CONTRACT NO 527855 See next page 9 EXHIBIT B AGENCY CONTACTS County of San Diego Sheriff's Department Contracts Division 9621 Ridgehaven Court San Diego, CA 92123 Attention: Keith Spears San Diego Association of Governments 401 B Street, Suite 800 San Diego, CA 92101 Attention: Kurt Kroninger City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 Attention: Yolanda Garcia City of Coronado 1825 Strand Way Coronado, CA 92118 Attention: Commander Laszlo Waczek City of El Cajon 200 Civic Center Way El Cajon, CA 92020 Attention: Jim Redman, Chief of Police City of La Mesa 8130 Allison Avenue La Mesa, CA 91942 Attention: Ed Aceves, Chief of Police City of National City 1243 National City Boulevard National City, CA 91950 Attention: Armando Vergara City of San Diego Purchasing and Contracting 1200 3rd Avenue, Suite 200 San Diego, CA 92101 North County Transit District 810 Mission Avenue Oceanside, CA 92054 Attention: Matthew O. Tucker Metropolitan Transit System Procurement Department 1255 Imperial Avenue, Suite 1000 San Diego, CA 92101 San Diego Unified Port District 3165 Pacific Highway San Diego, CA 92101 Attention: Acting Chief Mark Stainbrook City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 Attention: Chief Gary W. Morrison 37 EXHIBITA COUNTY OF SAN DIEGO CONTRACT NO 527855 See next page 9 ti)t l MY PORI, r J t'.. l -f i 1 Pti1 ?: r:?! Or — COUNTY OF SAN DIEGO - DEPARTMENT OF PURCHASING AND CONTRACTING CONTRACT NO 527855 AMENDMENT NO. To Graffiti Tracker incorporated. Pursuant to the contract changes clause, you are directed to make the changes described herein to the Contract or do the following described work not included in the previous agreed on Statement of Work Title of Contract, Project or Program: Graffiti Tracker Inc, Software Licensing and Maintenance Effective Date: July 1, 2012 Description of Contract Change(%) and/or Work To Be Done: 1. Amend contract to reflect five (5) additional option years plus, 6 months of software licensing, maintenance and support from July I st, 2012 to lune 30, 2017. 2, Reference Graffiti Tracker Incorporated annual rate during fiscal year option term 2012 through 2017, plus six months as needed, as defined in Graffiti Tracker Inc Quote dated May 4, 2012 for software licensing and services as follows: FY2012/2013 FY2013/2014 FY2014 /2015 FY2015 /2016 FY2016/2017 TOTAL All other Terms and Conditions remain In effect. All other Terms and Conditions remain in effect, $180,000 180,000 180,000 180,000 180,000 5900,000 TN WITNESS WHEREOF, County and Contractor have executed this Amendment effective as of the date first set forth above. We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposed change is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work specified herein, and will accept es full payment an estimated increase of $900,000. Revised Contract otal Price is $1,366,600. Revised Con. _ ime Completion is June 30, 201 By. G tti Tracker Incorporate Timothy Kephart CEO 12165 West Center Road Suite 80 T 877-678-3872 ex 7 timothy®gra ft itioacker.net wwW. Crd fl1[llrackci. : Date: 5 ' APPROVED AS TO FORM AND LEGALITY THIS AMENDMENT IS NOT VALID UNLFCS APPROVED BY THE DIRECTOR, DEPARTMENT OF PURCHASING AND CONTRACTING Department Review and Recot�sreended Approval: By: KEITN SPF.,;$5, Manager, Sheriffs Contracts Division Dater 3 0- /1./ APPROVED: By: WINSTON F. McCOLL, D Department of Purchasing and Contracting Due: ©4." oy `LfO. Summary Overview Graffiti Tracker incorporated aims to extend the entire graffiti tracking methodology contract in order to assist city and law enforcement officials reduce graffiti vandaism In the unincorporated areas of San Diego County The twelve-month (four year optional renewal) contract constitutes a license for access to the Graffiti Tracker system, a web based application. Permission from the Contract Administrator will be required for anyone to have access to this system. Upon permission being granted for access to the system, a usemame and password will be given to those individuals, and they will be granted an "Operator' level access to the Gulag system. This license will be in effect for the duration of the contract. In addition, Graffiti Tracker Inc will also provide the following: a. Provide access to the web based Graffiti Tracker program twenty-four hours a day, seven days a week until contract ends, b. Establish graffiti tracking protocols. c. Provide instruction materials to all designated personnel on how to utilize the Graffiti Tracker system. d. Provide instruction materials to personnel to use digital, GPS camera(s). e. Provide instruction materials on proper photo uploading procedures. f. Analyze all graffiti data and make graffiti intelligence available via the Graffiti Tracker software, The unincorporated areas of San Diego County will receive all the above -mentioned software, software licenses and operating system maintenance services through our web based application for $84,000.00 for twelve months; for a total of five (5) option years.. The Graffiti Tracker system is a web -based program that contains no personal or human intelligence. There is no software necessary to install, only access to the web based program. As a result, there are no restrictions to the number of users that may access the system. The above -mentioned package includes continual upgrades at no additional cost. New or replacement digital camera packages can be purchased for $1,300 each. 2 Project Proposal Prepared for: Seven Additional Cities San Diego County Prepared by. Timothy Kephart May4, 2012 Graffiti Tracker Incorporated 121 65 West Center Road, Suite 80 Omaha, NE 68144 T 877.678.3872 F 480.247.5567 eww.omtlititrpcker net Price Quote The pricing option below is meant for the Cities of La Mesa, National City, San Lego, El Cajon, Chula Vista, Carlsbad and Coronado. All pricing intonation is valid for 90 days after the receipt of this proposal Graffiti Analysis Services Per year $96,000 $96,000 Additional period if needed 6 months Travel costs WAIVED WAIVED • Subtotal $96,000 (ca mate tax for the city/region and include amount here) Sales Tax Tota S96,000 Total twelve month cost incurred by the Cities of La Mesa, National City, San Diego, El Cajon, Chula Vista, Carlsbad and Coronado $86,000.00 per year, for five (6) years and 6 months option period. Billing Effective upon the signing of a new contract, invoices will be submitted by the Contractor to the Contract Administrator on a monthly basis in the amount of $8,000. Payments should be processed and received no later than 30 calendar days from the date invoice was submitted. Contact Information For additional questions or concerns, please feel free to contact us, Graffiti Tracker incorporated Timothy Kephart CEO 12165 West Center Road Suite 80 T 877-678-3872 ex 7 timothy©gratfititracker.net www.araffititracker.net 1i GITY Pal4 111 i iH_ 1.4 Pi1t ):1. COUNTY OF SAN DIEGO - DEPARTMENT OF PURCHASING AND CONTRACTING CONTRACT NO. 527855 UNILATERALAMENDMENT NO. To Graffiti Tracker: Pursuant to the contract changes clause, you are directed to make the changes described herein to the Contract or do the following described work not included in the previous agreed on Statement of Work Title of Contract, Project, or Program: Graffiti tracker and Analysis Services Effective Date: January 1, 2012 Description of Contract Cbange(e) and/or Work To Be Done: 1. Modify Article 3, Contract Term: Per Amendment 1, the County is exercising the six (6) month option period. The contract expiration date is changed to June 30, 2012. All other Terms and Conditions remain is effect. IN WITNESS WHEREOF, the County has executed this Amendment effective as of the date first set forth above. Review and Recomended Approval: APPROVE y: anager WTN * ON cC! 1 i, Director tracts Division D . d� of Purchasing and Contracting 1/ Date: '1f��J20!l t? —J.K4 t2i710$ CONTRACT NO. 527855 AMENDMENT NO. 3 COUNTY OF SAN DIEGO, JEPARTMENT OF PURCHASING. in CONTRACTING CONTRACT NO. 527855 AMENDMENT NO.2 To Graffiti Tracker. Pursuant to the contract changes clause, you are directed to make the changes described herein to the Contract or do the following described work not included in the previous agreed on Statement of Work, Title of Contract, Project, or Program: Graffiti Tracker and Analysis Services Effective Date: January 1, 2011 Description of Contract Change(s) and/or Work To Be Done: 1. Add services in the cities of La Mesa, National City, San Diego, El Cajon, Chula Vista, Carlsbad and Coronado as outlined in the contractor's proposal dated September 10, 2010. 2. Modify Article 3, ConlractTerm: The County is exercising the second option year. The contract expiration date is changed to December 31, 2011. 3. Modify Article 4, Compensation: Increase contract price by $ 144,000 for a total of $466,600. All other Terms and Conditions remain in effect. IN WITNESS WHEREOF, County and Contractor have executed this Amendment effective as of the date first set forth above. We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposed change is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work specified herein. Contract time for completion remains unchanged. Revised Cgr+fract Total $rice is $466,600. 8y: TIMOTHY I(Ef'HART, President Graffiti Tracker, Inc. 12165 West Center Road, Suite 80 Omaha, NE 68144 877-678-3872 Date: APPRTO FORAi AND LEGALITY By: SenibitDeputy County Counsel 8/6/07 Date) kki 1� THIS AMENDMENT IS NOT VALID UNLESS APPROVED BY THE DIRECTOR, DEPARTMENT OF PURCHASING AND • CONTRACTING. By: Department Review and Recommended Approval: KEITH SPS, Sheriff's Contract Manager Date: I fr 1-4... i 0 APPROVED: By: Arj.„.,r..4.4.. f (Tie, WINSTON F. McCOLL, Di Department of Purchasing and Contracting Date: %% A 9 - CONTRACT #527855 AMENDMENT #2 COUNTY OF SAN DIEGO - DEPARTMENT OF PURCHASING AND CON'fRACTING CONTRACT NO. 527855 AMENDMENT NO. 1 To Graffiti Tracker Inc., Contractor. Pursuant to the changes clause, you are directed to make the changes described herein to the Contract or do the following described work not included in the previous agreed upon Statement of Work. Title of Contract,, Project, or Programs Graffiti Tracker and Analysis Service Effective Date: January 1, 2010 Description of Contract Change(s) and/or Work To Be Done: Modify Article 3 Contract Term: Pursuant to the Board of Supervisors' Minute Order 5, dated December 9, 2008, County is exercising its option to extend the contract term starting January 1, 2010 through December 31, 2010 (First Option Year). Modify Article 4 Compensation: Initial contract term pricing applies for the First Option Year services from January 1, 2010 to December 31, 2010 for a total of S84,000. Initial contract term pricing applies for the Second Option Year services from January 1, 2011 to December 31,2011 for a total of S84,000. Initial contract term pricing applies for the option to extend one (1) to six (6) months, for a total of S7,000 each month. Increase the contract total price by S210,000 for a total of 5322,000. All other Terms and Conditions remain unchanged. IN WITNESS WHEREOF, County and Contractor have executed this Amendment effective as of the date first set forth above: We, the undersigned Contractor, have given careful consideration to the change proposed and hereby agree, if this proposed change is approved, that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work specified. Contract term is adjusted as amended. Cumulative,Contract Total Price is: 5322,000 By: VIA f� Officers Timothy Kephart Graffiti Tracker, INC 12165 West Center Road, suite 80 Omaha, NE 68130 Phone: 877-678-3872 Fax: 480-247-5507 Date: THIS AMENDMENT IS NOT VALID UNLESS APPROVED BY TIIE DIRECTOR, DEPARTMENT OF PURCHASING AND CONTRACTING. DEPARTMENT REVIEW AND RECOMMENDED APPROVAL: By: f'V Date: I`! -/a HN C. GAINES, Executive Director Sheriffs Management Service Bureau ��•'" ROVED: By:V&fGL l 741SF jh4f Pv Date: l-2f'da WINSTON F. MCCOLL, Director el YDepartment of Purchasing & Contracting General Services Dept., APPROVE , 'S O FORM AND LEGALITY By: Date: Self° '` County Course c.OUNTY AGREEMENT NUMBER 5278Ss AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES This Contract ("Contract") is made and entered into on January 8, 2009 by and between the County of San Diego, a political subdivision of the State of California, ("County") and Graffiti Tracker Inc. located at 3780 Kilroy Airport Way, Ste 200, Long Beach, CA 90806 ("Consultant"), with reference to the following facts: RECITALS A. The County, by action of the Board of Supervisors, Minute Order No. 5 dated December 9, 2008 authorized the Director of Purchasing and Contracting to award a Contract for a web based graffiti tracking system and analysis services. B. Consultant is specially trained and possesses certain skills, experience, education and competency to perform the work described herein. C. The Agreement shall consist of this pro forma Agreement, Exhibit A Statement of Work, Exhibit A-1 Graffiti Tracker's proposal, Exhibit B Insurance Requirements and Exhibit C, Pricing Schedule. In the event that any provision of the Pro Forma Agreement or its Exhibits, A, A-1, B or C, conflicts with any other term or condition, precedence shall be: First (1st) the Pro Forma: Second (2nd) Exhibit B; Third (3rd) Exhibit A; Fourth (4th) Exhibit C; Fifth (5) Exhibit A-1. NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1 PERFORMANCE OF WORK 1.1 Standard of Performance, Consultant shall, in a good and workmanlike manner and in accordance with the highest professional standards, perform and complete the work and provide the services required of Consultant by this Contract, 1.2 Consultant's Key Personnel. Consultant's duties under this Contract shall be performed on behalf of Consultant by Timothy Kephart, President, 402-516-6055, 3780 Kilroy Airport Way, Suite 200, Long Beach, CA 90806, e-mail timothy@graffititracker.net. Consultant represents and warrants that (I) Consultant's Key Personnel has fulfilled all applicable requirements of the laws of the State of California to perform the work under this Contract and has full authority to act for Consultant hereunder. Consultant's Key Personnel shall perform the work or oversee the performance of the work described in Exhibit A, Statement of Work, Consultant's Key Personnel shall not be changed during the Term of the Contract without County's prior written consent. County reserves the right to terminate this Contract pursuant to section 7.1, "Termination for Default," if Consultant's Key Personnel should leave Consultant's employ, or, if in County's judgment, the work hereunder is not being performed by Consultant's Key Personnel. 1.3 Independent Contractor, For all purposes under this Contract, Consultant is an independent contractor, and neither Consultant nor Consultant's employees or subcontractors shall be deemed to be employees of County for any reasons. Consultant shall perform its obligations under this Contract according to Consultant's own means and methods of work which shall be in the exclusive charge and under the control of Consultant, and which shall not be subject to control or supervision by County except as to the results of the work. Neither Consultant nor Consultant's employees or subcontractors shall be entitled to any benefits to which County employees are entitled including, without limitation, overtime, retirement, workers' compensation and injury leave. 1.4 Consultant's Agents, Employees and Subcontractors. Consultant shall obtain, it Consultant's expense, all agents, employees and subcontractors required for Consultant to perform the services under this Contract. All such services shall be performed by Consultant's Key Personnel, or under Consultant's Key Personnel's supervision by persons authorized by law to perform such services. Retention by Consultant of any agent, employee or subcontractor shall be at Consultant's sole cost and expense, and County shall have no obligation to pay Consultant's agents, employees or subcontractors; to support any such person's or entity's claim against Consultant; or to defend Consultant against any such claim. 1.4.1 Consultant Responsibility: If Consultant uses a subcontractor for any portion of the services required under this Contract, Consultant remains primarily responsible for carrying out all the terms of this Contract, including the subcontractor's performance and insuring that the subcontractor retains and makes its records available in accordance with this Contract. Consultant shall not allow any subcontractor to enter into a sub -subcontract for services under this Contract without County's prior written consent. Contract 527855 1 of 12 COUNTY AGREEMENT NUMBER 5278S5 AGREEMENT WITH GRAFFI'I'I TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES 1.4.2 Subcontracts. Consultant shall ensure that all subcontracts incorporate by reference the following terms of this Contract: 1.1, 1.3, 1.5, 3.2, 4,3, 4.4, 4.5, 7.1, 7.2, 7.3, 8.1, 8.3, 8.5, 8.8, 8,9, 8.10, 9.1, 9.2, 10.2, 13.1, 13.2, 15.2, 15.5, 15.6, 15.10, 15.12 and 15.16. If Consultant enters into one or more subcontracts, the subcontract(s) shall not prohibit the subcontractor from negotiating directly with and entering into a contract with County. 1.4.3 Change of Subcontractors. Before Consultant enters into any subcontract with a subcontractor not listed in Exhibit A, Statement of Work, Consultant shall obtain the written consent of the Contracting Officer's Technical Representative ("COTR"). "Subcontractor" means any entity, other than County, that furnishes services or supplies to Consultant that are relevant to this Contract other than standard commercial supplies, office space, and printing services. 1.5 Consultant's Equipment. Consultant has secured or shall secure at Consultant's own expense all persons, employees, labor, supplies, materials, equipment, transportation, printing and facilities, except those expressly specified herein to be furnished by County, to perform the services required under this Contract. All such services shall be performed by Consultant, or under Consultant's supervision, by persons authorized by law to perform such services. County shall not be responsible nor be held liable for any damage to person or property resulting from the use, misuse or failure of any equipment used by Consultant or any of Consultant's employees, even though such equipment be furnished, rented or loaned to Consultant by County. The acceptance or use of any such equipment by Consultant or any of Consultant's employees shall be construed to mean that Consultant accepts full responsibility for and agrees to exonerate, indemnify and save harmless County from and against any and all claims for any damage whatsoever resulting from the use, misuse or failure of such equipment, whether such damage be to the employee or property of Consultant, other Consultants, County, or other persons, Equipment includes, but is not limited to material, tools and machinery. ARTICLE 2 SCOPE Or WORK 2.1 Statement of Work. Consultant shall perform the work described in the "Statement of Work" attached as Exhibit A to this Contract, and by this reference incorporated herein, except for any work therein designated to be performed by County. 2.2 Right To Acquire Equipment and Services. Nothing in this Contract shall prohibit the County from acquiring the same type or equivalent type of equipment or services from other sources. ARTICLE 3 CONTRACT TERM 3.1 Contract Term. This Contract shall be effective on January 12, 2009 and shall terminate on December 31, 2009 ("Term"). ARTICLE 4 COMPENSATION 4,1 Compensation. County will pay Consultant $84,000 for the Graffiti Tracking System and $28,600 for 22 Digital GPS Cameras for a total of S 112,600 ("Maximum Compensation"), pursuant to Exhibit C, Pricing Schedule, for the satisfactory completion of the services specified in Exhibit A, Statement of Work. 4.1.1 Accounting System And Fiscal Monitoring. Consultant shall maintain and use an accounting and financial support system to monitor; control and verify costs. 4.2 Invoices and Payment. 4,2.1 Invoices. Payment for the work performed under this Contract shall be in accordance with Exhibit C, unless Consultant and Contracting Officer agree in writing to another payment method. Consultant shall submit invoices to the COTR as specified in Exhibit C. Consultant's monthly invoices shall include a statement certifying whether it is in compliance with section 8.9 of this Contract. 4,2.2 Payments. County will pay Consultant in arrears only after receipt and approval by COTR of a properly submitted, detailed and itemized original invoice referencing the Contract number and the information specified in Exhibits A and C. Each invoice, or portion thereof, so approved and paid shall constitute full and complete compensation to Consultant for the work completed during the billing period pursuant to Exhibit A and Exhibit C. Payment shall be NET 30 days from receipt and approval of invoice unless otherwise stated. Contrnu 527855 2 of 12 t.:OUNTY AGREEMENT NUMBER 527 3 AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES 4.2.3 Conditions Prerequisite To Payments. County may elect not to make a particular payment if any of the following exists: 4.2.3.1. Misrepresentation. Consultant, with or without knowledge, made any misrepresentation of substantial and material nature with respect to any information furnished to County. 4.2.3.2 Unauthorized Actions by Consultant. Consultant took an action without receiving County's prior approval as required under this Contract. 4.2.3.3 Default. Consultant is in default of a term or condition of this Contract. 4.3 Avai.lability of Funding. The County's obligation to make any payment under this Contract beyond the current fiscal year is contingent upon the availability of funding from which payment can be made. No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar year unless funds are designated by the County and are made available for payment of this Contract. 4.A Reduction in Funding. County may terminate this Contract or reduce compensation and service levels proportionately upon 30 days' written notice to Consultant if Federal, State or County funding for this Contract ceases or is reduced before the expiration of the Term of this Contract. If funding for this Contract is reduced, County and Consultant shall meet within 10 days of written notice to Consultant of a reduction in funding to renegotiate this Contract based upon the modified level of funding. If County and Consultant fail to reach an agreement within 10 days of the first meeting, either party may terminate this Contract with 10 days written notice of termination. If this Contract is terminated in accordance with the terms of this subsection, Consultant shall be entitled to retain all sums paid as of the effective date of such termination, subject to any payment offset to which County may be entitled, for damages or otherwise, under the terms of this Contract. In no event shall Consultant be entitled to any loss of profits or other compensation on the terminated portion of this Contract. 4.5 Disallowance. If Consultant receives payment for work under this Contract which is later disallowed by County, Consultant shall promptly refund the disallowed amount to County on request, or, at its option, County may offset the amount disallowed from any payment due or to become due to Consultant under any Contract with County. ARTICLE 5 CONTRACT ADMINISTRATION 5.1 County's Contracting Officer. The Director of Purchasing and Contracting is designated as the contracting officer ("Contracting Officer") and is the only County official authorized to make any changes to this Contract. 5.2 Consultant's Representative. Consultant designates the following individual as the Consultant's Representative: Timothy Kephart, President, Long—Beach,-Gt1 90806; e-mail tirnothy(a graffititracker.net. 2 / b S t., t-r GeArr6t 44, 4-" ec 001a,.44 , .it GB 4.??, (BAP) L 71- 5.3 COTR. The County designates the following person as the Contracting Officer's Technical Representative ("COTR"): Ed Prendergast, Sheriff Commander, 858-974-2360, 9621 Ridgehaven Court, San Diego, CA 92123, email: Ed.Prendergast@sdsheriff.org. The COTR will administer this Contract by chairing progress meetings with Consultant, receiving and approving Consultant invoices for payment, auditing and inspecting Consultant's records, inspecting Consultant's work, and providing other technical guidance as required. The COTR is not authorized to change any terms and conditions of this Contract. Only the Contracting Officer, by issuing a properly executed amendment to this Contract, may change the terms or conditions of this Contract. '5.4 Administrative Adjustments. Notwithstanding any 'provision of this Contract to the contrary, the COTR may make Administrative Adjustments ("AA") to this Contract, which do not change the purpose or intent of the Statement of Work, the Terms and Conditions, the Contract Term or the Maximum Compensation. Each AA shall be in writing and shall be signed by the COTR and Consultant. All inquiries about an AA will be referred directly to the COTR. 5.5 Contract Progress Meeting. The COTR and other County personnel, as appropriate, will meet periodically with Consultant to review the Contract performance, At these meetings, the COTR will apprise Consultant of how County views Consultant's performance, and Consultant will apprise COTR of any problems Consultant is having. Consultant shall also notify the Contracting Officer in writing of any work being performed that Consultant considers beyond the scope of This Contract. Appropriate action shall be taken to resolve outstanding issues. The minutes of these meetings will be reduced to waiting and signed by the COTR and Consultant. If Consultant does not concur with the minutes, Consultant shall submit a written description of any area of disagreement within 10 days of the meeting. Appropriate action will be taken to resolve any areas of disagreement. Contract 527855 3 of 12 39 COUNTY AGREEMENT NUMBER 527855 AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES ARTICLE 6 CHANGES 6.1 Contracting Officer. The Contracting Officer may at any time, by a written order, make changes ("Changes"), within the general scope of this Contract, in the work to be performed, the time (i.e. hours of the day, days of the week, etc. when Consultant shall perform) and place of performance thereof. If any such Change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Contract, an equitable adjustment shall be made in the Contract price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. 6.2 Claims. Consultant must assert any claim for adjustment under this Article within 30 days from the date of receipt by the Consultant of the notification of Change. However, if the Contracting Officer determines that the facts justify such action, the Contracting Officer may receive and act upon any such claim asserted at any time before final payment under this Contract. Where the cost of property made obsolete or excess as a result of a Change is included in Consultant's claim for adjustment, the Contracting Officer may prescribe the manner of disposition of such property. Failure to agree to any adjustment shall be a dispute concerning a question of fact under Article 14, "Disputes," of this Contract However, nothing in this subsection shall excuse the Consultant from proceeding with this Contract as changed. ARTICLE 7 TERMINATION 7.1 Termination For Default. Upon Consultant's breach of this Contract, County may terminate this Contract in whole or part. Prior to termination for default, County will send Consultant written notice specifying the default. The notice will give Consultant at least 15 days from the date the notice is issued to cure the default or make progress satisfactory to County in curing the default. If County determines that the default contributes to the curtailment of an essential service or poses an immediate threat to life, health or property, County may terminate this Contract immediately upon issuing oral or written notice to Consultant without any prior notice or opportunity to cure. In the event of termination under this Article, all finished or unfinished documents, and other materials, prepared by Consultant under this Contract shall become the sole and exclusive property of County. In the event of such termination, County may purchase or obtain the work elsewhere, and Consultant shall be liable for the difference between the prices for the work set forth in this Contract and the actual cost thereof to County. 7.1.1 If, after notice of default of this Contract it is determined for any reason that the Consultant was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued as a Termination for Convenience. 7.2 Termination For Convenience. The County may, by written notice stating the extent and effective date, terminate this Contract for convenience in whole or in part, at any time. The County shall pay the Contractor as full compensation for work performed in accordance with the terms of this Contract until such termination: 7.2.1 The unit or pro rata price for any delivered and accepted portion of the work. 7.2.2 A reasonable amount, as costs of termination, not otherwise recoverable from other sources by the Contractor as approved by the County, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price. 7.2.3 In no event shall the County be liable for any loss of profits on the resulting order or portion thereof so terminated. 7.2.4 County's termination of this Agreement for convenience shall not preclude County from taking any action in law or equity against Contractor for: 7.2.4.1 Improperly submitted claims, or 7.2.4.2 Any failure to perform the work in accordance with the Statement of Work, or 7.2.4.3 Any breach of any term or condition of the Agreement, or 7.2.4.4 Any actions under any warranty, express or implied, or 7.2.4.5 Any claim of professional negligence, or 7.2,4.6 Any other matter arising from or related to this Contract, whether known, knowable or unknown before, during or after the date of termination, 7.2.5 County's termination of this Contract for convenience shall not preclude County from taking any action in law or equity against Consultant for any matter arising from or related to this Contract. Contract 527855 4 of 12 1-:OUNTY AGREEMENT NUMBER 5278, AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES 7.3 Suspension Of Work. The Contracting Officer may order Consultant, in writing, to suspend, delay, or interrupt all or any part of the work of this Contract for the period of time that the Contracting Officer determines is in County's best interest. 7.4 Remedies Not Exclusive. The rights and remedies of County provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or equity. ARTICLE 8 COMPLIANCE WITH LAWS AND REGULATIONS 8.1 Compliance with Laws and Regulations. Consultant shall at all times perform its obligations hereunder in compliance with all applicable federal, State, and County laws and regulations. 8.2 Consultant's Permits and License. Consultant certifies that it possesses and shall continue to maintain or shall cause to be obtained and maintained, at no cost to the County, all approvals, permissions, permits, licenses, and other forms of documentation required for it and its employees to comply with all applicable statutes, ordinances, and regulations, or other laws, that may apply to performance of work hereunder. County may reasonably request and review all such applications, permits, and licenses. 8.3 Equal Opportunity. Consultant shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that Consultant shall not discriminate against any individual with respect to his or her compensation, terms, conditions, or privileges of employment nor shall Consultant discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee because of such individual's race, color, religion, sex, national origin, age, handicap, medical condition, sexual orientation or marital status. 8.4 Affirmative Action, If Consultant employs 15 or more full-time permanent employees, Consultant shall comply with the Affirmative Action Program for Vendors as set forth in Article !Ilk (commencing at Section 84) of the San Diego County Administrative Code, which program is incorporated herein by reference. A copy of this Affirmative Action Program will be furnished by the COTR upon request or may be obtained from the County of San Diego Internet web -site (www.sdcounty.ca.gov). 8.5 Drpg and Alcohol -Free Workplace. In Board of Supervisors' Policy C-25, County of San Diego Drug and Alcohol Use Policy, the Board of Supervisors recognized that those who perform services or work for County under contract should perform the services or work as safely, effectively and efficiently as possible. 8.5,1 Consultant and Consultant's employees, while performing work for the County, or while using County equipment: 8.5.1.1 Shall not be in any way impaired because of being under the influence of alcohol or a drug. 8.5.1.2 Shall not possess, consume or be under the influence of alcohol or an illegal drug. 8.5.1.3 Shall not sell, offer, or provide alcohol or a drug to another person. 8.5.2 Section 8,5 is a material condition of this Contract. If the Contracting Officer determines that Consultant and/or Consultant's employee(s) has not complied with section 8.5, County may terminate this Contract for default and may also terminate any other Contract Consultant has with County. 8.6 Board of Supervisors' Policies. Consultant represents that it is familiar, and shall use its best efforts to comply, with the following policies of the Board of Supervisors: Board Policy B-67, which encourages the County's contractors to use products made with recycled materials, reusable products, and products designed to be recycled; and Board Policies B-53 and B-39a, which encourage the participation of small and disabled veterans' business enterprises in County procurements. Board of Supervisors Policies are available on the County of San Diego web site. [NOTE: OTHER POLICIES MAY APPLY FOR CERTAIN TYPES OF SERVICES OR WORK WHICH SHOULD BE SPECIFICALLY REFERENCED.] 8,7 Cartwright Act. Following receipt of final payment under the Contract, Consultant assigns to County all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 1 of Part 2 of Division 7 of the Business and Professions Code, commencing with section 16700), arising from purchases of goods, materials, or work by the Consultant for sale to County under this Contract. 8.8 Hazardous Materials. Consultant shall comply with all Environmental Laws and all other laws, rules, regulations, and requirements regarding Hazardous Materials, health and safety, notices, and training. Consultant shall not store any Hazardous Materials on any County property for more than 90 days or in violation of the applicable site storage Contract 527855 5 of 12 COUNTY AGREEMENT NUMBER 527855 AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES limitations imposed by Environmental Law. At its sole expense, Consultant shall take all actions necessary to protect third parties, including, without limitation, employees and agents of County, from any exposure to Hazardous Materials generated or utilized in Consultant's performance under this Contract. Consultant shall report to the appropriate governmental agencies all discharges, releases, and spills of Hazardous Materials that are required to be reported by any Environmental Law and to immediately notify the County of it. Consultant shall not be liable to County for County's failure to comply with, or for County's violation of, any Environmental Law. As used in this section, the terra "Environmental Laws" means any and all federal, State and local taws, ordinances, rules, decrees, orders, regulations or court decisions (including the "common law"), relating to hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental conditions or other similar substances or conditions. One such law is the Resource Conservation and Recovery Act. As used in this section, the term "Hazardous Materials" means any chemical, compound, material, substance or other matter that (a) is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or potentially injurious by itself or in combination with other materials; (b) is controlled, referred to, designated in or governed by any Environmental Laws; (c) gives rise to any reporting, notice or publication requirements under any. Environmental Laws; or (d) is any other material or substance for which there may be any liability, responsibility or duty on County or Consultant with respect to any third person under any Environmental Laws. 8.9 Debarment And Suspension. Consultant certifies that it, its principals, its employees and its subcontractors: 8.9,1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any State or Federal Department or agency. 8.9.2 Have not within a 3-year period preceding this Contract been convicted of, or had a civil judgment rendered against them for, the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction; violation of Federal or State anti-trust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 8.9.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity (federal, State, or local) with commission any of the offenses enumerated in the paragraph above; and 8.9.4 Have not within a 3-year period preceding this Contract had one or more public transactions (federal, State, or local) terminated for cause or default. ARTICLE 9 CONFLICTS OF INTEREST; CONSULTANT'S CONDUCT 9.1 Conflicts of Interest, Consultant presently has no interest including, but not limited to, other projects or independent contracts, and shall not acquire any such interest; direct or indirect, which would conflict in any manner or degree with the performance of work required under this Contract. Consultant shall not employ any person having any such interest. in the performance of this Contract. 9,2 Conduct of Consultant; Privileged Information. 9.2.1 Throughout the term of this Contract, Consultant shall inform County of all of Consultant's interests, if any, which are, or which the Consultant believes to be, incompatible with any interests of the County. 9.2,2 Consultant shall not accept any gratuity or special favor from individuals or organizations with whom Consultant is doing business or proposing to do business, in accomplishing the work under this Contract. 9.2.3 Consultant shall not use for personal gain or make other improper use of privileged information which is acquired in connection with this Contract. The term "privileged information" includes, but is not limited to, unpublished information relating to technological and scientific development; medical, personnel, or security records of the individuals; anticipated materials requirements or pricing actions; and knowledge of selection of a contractor in advance of official announcement. 9.2.4 Consultant shall not directly or indirectly offer or give any gift, gratuity, or favor to any County employee. 9.3 Prohibited Contracts. Consultant certifies that this Contract does not violate County Administrative Code section 67, and that Consultant is not, and will not subcontract with, any of the following: 9.3.1. Persons employed by County or public agencies for which the Board of Supervisors is the governing body. 9.3.2 Profit -making firms or businesses in which employees described in sub -section 9.3.1serve as officers, principals, partners, or major shareholders; Contract 527855 6 of 12 • & OUNTY AGREEMENT NUMBER 52785z AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES 9.3.3 Persons who, within the immediately preceding 12 months came within the provisions of sub -section 9.3.1 and who (l) were employed in positions of substantial responsibility in the area of service to be performed by the Contract, or (2) participated in any way in developing the Contract or its service specifications; and 9.3.4 Profit -making firms or businesses in which the former employees described in subsection 9.3.3 serve as officers, principals, partners, or major shareholders. 9.4 California Political Reform Act ant Goverment Code Section 1090 Et Seq. Consultant acknowledges that the California Political Reform Act {"Act"), Government Code section 81000 et seq., provides that consultants hired by a public agency, such as County, may be deemed to be a "public official" subject to the Act if the consultant advises the agency on decisions or actions to be taken by the agency. The Act requires such public officials to disqualify themselves from participating in any way in such decisions if they have any one of several specified "conflicts of interest" relating to the decision. To the extent the Act applies to Consultant, Consultant shall abide by the Act. In addition, Consultant acknowledges and shall abide by the conflict of interest restrictions imposed on public officials by Government Code section 1090 et seq. 9.5 Public Disclosure of Gifts and Campaign Contributions. Consultant represents that this Contract has been executed with full knowledge of', and in compliance with, public disclosure requirements and does not violate the provisions of San Diego County Charter Section 1000.1. Disclosure forms are available at the Clerk of' the Board's office at 1600 Pacific Highway, Room 402 and on the Clerk of the Board's website, www.sdcounty.ca.gov/ under the Clerk of the Board's page. Original Disclosure Forms should be filed at the Clerk of the Board's office. ARTICLE 10 INDEMNITY AND INSURANCE 10.1 Indemnity. To the fullest extent permitted by law, County shall not be liable for, and Consultant shall defend and indemnify County and its officers, agents, employees and volunteers (collectively "County Parties"), against any and all claims, deductibles, self -insured retentions, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneys' fees and court costs (hereinafter collectively referred to as "Claims"), which arise out of or are in any way connected to the work covered by this Contract arising either directly or indirectly from any act, error, omission or negligence of Consultant or its officers, employees, agents, contractors, licensees or servants, including, without limitation, Claims caused by the sole passive negligent act or the concurrent negligent act, error or omission, whether active or passive, of County Parties. Consultant shall have no obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the sole active negligent act or willful misconduct of County Parties. 10.2lnsurance. Before executing this Contract, Consultant shall obtain at its own cost and expense, and keep in force and effect during the Term of this Contract, including all extensions, the insurance specified in Exhibit B, "Insurance Requirements." ARTICLE 11 AUDIT AND INSPECTION OF RECORDS 11.1 Cost or Pricing Data. if Consultant submitted cost or pricing data in connection with the compensation provided for in this Contract or any change or modification thereto, the Contracting Officer or his representatives who are employees of the County or its agent may examine all books, records, documents and other data of Consultant related to the negotiation, compensation or performance of the Contract and any change or modification thereto, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted. 11.2 Availability. The materials described in section 11.1 shall be made available at Consultant's office at all reasonable times for inspection, audit or reproduction, for a period of three years from the date of final payment under this Contract, or if subsections 11.2.1 or 11.2.2 apply, shall be made available for the period specified in the applicable subsection. 1 1.2.1 If this Contract is completely or partially terminated, the records relating to the work not yet completed or accepted by County shall be made available for a period of three years from the date of any resulting final settlement. Contract 527855 7 of 12 COUNTY AGREEMENT NUMBER 527855 AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES 11.2.2 Records that are generated during or as a result of resolution of disputes under Article 14 and records related to litigation or the settlement of claims arising out of the performance of this Contract, shall be made available until all such appeals, litigation, or claims have been disposed of, or three years after Contract completion, whichever is longer. ARTICLE 12 INSPECTION OF SERVICE 12.1 Subject to Inspection. Consultant's performance (including work, materials, supplies, equipment furnished or used and workmanship related to the performance of this Contract) shall be subject to inspection and testing by County at all times during the Term of this Contract. Consultant shall cooperate with any inspector assigned by the County to determine whether Consultant's performance conforms to the requirements of this Contract. County shall perform such inspection in a manner that will not unduly interfere with Consultant's performance. 12.2 Specification and Requirements. If any work performed by Consultant does not conform to the specifications and requirements of this Contract, County may require Consultant to re -perform the work until it conforms to said specifications and requirements, at no additional cost. County may withhold payment until Consultant correctly performs the work. When the work to be performed is of such a nature that Consultant cannot correct its performance, County may require. Consultant to immediately take all necessary steps to ensure that future performance of the work conforms to the requirements of this Contract; and to reduce the Maximum Compensation to reflect the reduced value of the work received by County. If Consultant fails to promptly re -perform the work or to take necessary steps to ensure that future performance of the work conforms to the specifications and requirements of this Contract, County may: a) without terminating this Contract, have the work performed by another consultant or otherwise, in conformance with the specifications of this Contract. County may charge Consultant, or withhold from payments due Consultant, any costs County incurs that are directly related to the performance of such work; or b) terminate this Contract for default. ARTICLE 13 USE OF DOCUMENTS AND REPORTS 13.1 Confidential Information. All County data, reports, files, memoranda, correspondence, working papers and information relating to County business, shall be considered "confidential information" of County, whether or not the same are marked confidential or proprietary. Consultant shall protect County's confidential information in the same manner as Consultant protects its own confidential information, but in no case with less than reasonable care. Consultant shall use County's confidential information only for the purposes of this Contract and shall not disclose or release any such information to third parties with the exception of its employees or subcontractors who require access to such information to perform Consultant's work under this Contract. 13.2 Publication, Reproduction or Use of Materials. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials produced under this Contract, whether in printed or "electronic" format, shall be the sole and exclusive property of County. No materials produced in whole or in part under this Contract shall be subject to private use, copyright or patent right without the express prior written consent of County. Consultant shall submit reports to County in the form specified by County's Contract Representative or as may be specified elsewhere in this Contract. County may publish, disclose, distribute and otherwise use, in whole or in part, any reports, data or any other materials prepared by Consultant under this Contract. ARTICLE 14 DISPUTES Notwithstanding any provision of this Confract to the contrary, the Contracting Officer shall decide any dispute concerning a question of fact arising out of this Contract that is not otherwise disposed of by the parties within a reasonable period of time. The decision of the Contracting Officer shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. Consultant shall proceed diligently with its performance hereunder pending resolution by the Contracting Officer of any such dispute, Nothing herein shall be construed as granting the Contracting Officer or any other administrative official, representative or board authority to decide questions of law. Contract 527855 8 of 12 COUNTY AGREEMENT NUMBER 527855 AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES ARTICLE 15 GENERAL PROVISIONS 15.1 Assignment. Consultant shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the County, which consent shall not be unreasonably withheld. 15.2 Contingency. This Contract shall bind County only when approved by the Board of Supervisors or when signed by the Director of Purchasing and Contracting. 15.3 Entire Contract, This Contract, together with all exhibits attached hereto and other Contracts expressly referred to herein, constitute the entire Contract between the parties with respect to the subject matter contained herein. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, including any proposals from Consultant and requests for proposals from County, are superseded by this Contract. 15.4 Exhibits. All exhibits referred to herein are attached hereto and incorporated by reference. 15.5 further Assurances. The parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required to carry out the provisions of this Contract and the intentions of the parties. 15.6 Governing Law. This Contract shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California and any action brought relating to this Contract shall be held exclusively in a state court in the County of San Diego, State of California. 15.7 Headings. The Article captions and Section headings used in this Contract are inserted for convenience only and are not intended to define, limit or affect the construction or interpretation away term or provision hereof. 15.8 Modification and Waiver. Except as otherwise provided in Article 6, "Changes," no modification, waiver, amendment or discharge of this Contract shall be valid unless the same is in writing and signed by both parties. 15.9 Neither Party Considered Drafter. Despite the possibility that one party may have prepared the initial draft of this Contract or played the greater role in preparing subsequent drafts, neither party shall be deemed to be the drafter of this Contract. In construing this Contract, no provision shall be construed in favor of one party on the ground that the provision was drafted by the other party. 15.10 No Other Inducement, The making, execution and delivery of this Contract by the parties hereto has not been induced by any representations, statements, warranties or agreements other than those expressed herein. 15.11 Notices. Notices required or allowed to be given under this Contract shall be in writing and either personally delivered or sent by certified mail, postage prepaid, return receipt requested, addressed to the party to be notified at the address specified herein. Any such notice shall be deemed received on the date of personal delivery to the party (or such party's authorized representative) or three business days after deposit in the U.S. Mail. All notices to County shall be sent to the COTR at the address specified in subsection 5.1. All notices to Consultant shall be sent to Consultant's Representative at the address specified in subsection 5.2, Either party may change the name and address of the person to receive notices for that party by providing written notice of the change to the other party. 15.12 Severability. If any term, provision, covenant or condition of this Contract is held to be wholly or partially invalid, void or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Contract shall not be affected thereby, and every other term, provision, covenant or condition of this Contract shall be valid and enforceable to the fullest extent permitted by law. 15.13 Successors. Subject to the limitations on assignment set forth in subsection 15.1 above, all terms of this Contract shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and assigns. 15.14 Time. Time is of the essence of each provision of this Contract. 15.15 Time Period Computation, All periods of time referred to in this Contract shall include all Saturdays, Sundays and state or national holidays, unless the period of time specifies business days. If the date or last date to perform any act or give any notice or approval falls on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday. 15.16 Waiver. The waiver by one party of the performance of any term, provision, covenant or condition shall not invalidate this Contract, nor shall it be considered as a waiver by such party of any other term, provision, covenant or condition. Contract 527855 9 of 12 LOUNTY AGREEMENT NUMBER 5278 AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES Delay by any party in pursuing any remedy or in insisting upon full performance for any breach or failure of any term, provision, covenant or condition shall not prevent such party from later pursuing remedies or insisting upon full performance for the same or any similar breach or failure. 15.17 Corporation in Good Standing. If Consultant is a California corporation, Consultant warrants that it is a corporation in good standing and is currently authorized to do business in California, 15.18 Sections that Survive Termination, The following sections or articles shall survive the termination of this Contract: sections 8.7, 8.8, 10.1, 11,2 and Articles 7 and 13. Contract 527855 10 of 12 BOUNTY AGREEMENT NUMBER 52785z AGREEMENT WITH GRAFFITI TRACKER INC. FOR GRAFFITI TRACKING AND ANALYSIS SERVICES SIGNATURE PAGE IN WITNESS WHEREOF, County and Consultant have executed this Contract effective as of the date first set forth above COTX OF SA N DIEGO By 1/.&142-ii 10,2sea 0ve WINSTON F. McCOLL, Director 'It( Department of Purchasing and Contracting ,,?,/ ,?oo 9 APPROVED AS TO FORM AND LEGALITY COUNTY COUNSEL By: 449 Senior Deputy rr toTN-`i I-GPI-4A-T Print Name GD-4PA-t—N P1e-E51 DE IJT Print Title Date: 1 1311 r A By: Print Name Date: Print Title [Note: if Consultant is a Calif. corp., need proof (resolution from corp.'s board, etc.) that person who signs contract is authorized to sign, or need one signature from each of the following two groups: l . Executive Group: President, Vice-president or Chairman of Board; and 2. Management Group: Secretary, Assistant Secretary, Assistant Treasurer or Chief Financial Officer. (Corp. Code § 313.)] Contract 527855 1 of 12 COUNTY OF SAN DIEGO, SHERIFF'S DEPARTMENT GRAFFITI TRACKING AND ANALYSIS SERVICES CONTRACT 527855 EXHIBIT A = STATEMENT OF WORK The County of San Diego is contracting for a web based graffiti tracking system consisting of analysis and intelligence sharing services that provides intelligence data reports 24 hours, 7 days a week. Intelligence reports are to generate information and statistics such as; name or group monikers, location of incident, trends or paths of damages, migration of vandals and arresting information. Graffiti Tracker Inc will provide an initial one-year contract for a web -based program that requires no software installations and no restrictions to the number of users that may access the system. The San Diego County Sheriff's Department will receive the services listed for one year. Services will consist of; • Provide access to the web based Graffiti Tracker program twenty-four hours a day, seven days a week until contract ends. • Establish graffiti tracking protocols: • Analyze all graffiti data and make graffiti intelligence available via the Graffiti Tracker system. • Train designated personnel to use digital, GPS camera(s). • Train personnel on proper photo uploading procedures. • Train to all designated personnel on how to utilize the Graffiti Tracker system. • Training will be performed locally. • Provide additional training as needed within 30 days of request. • Sheriff or designee will designate user need, as needed. • Sheriff or designee will maintain internal authority as to who has administrative access to website. • Permission from the GT Contract Administrator will be required to access the system. Username and password will be given to individuals granted an "Operator" level access to the GAITS system. • Continual system upgrades at no additional cost. • Service will cover up to 6000 incidents (photos) per month. • $1.00 fee per additional photo analysis. • 60 day notice for contract termination. 1 COUNTY OF SAN DIEGO, SHERIFF'S DEPARTMENT GRAFFITI TRACKING AND ANALYSIS SERVICES CONTRACT 527855 EXHIBIT A - STATEMENT OF WORK The San Diego County Sheriffs Department will purchase twenty-two (22) digital, GPS camera packages. Description Quantity Unit Price Cost Access to Graffiti Tracker system 1 $84,000.00 $84,000.00 Digital GPS camera package 22 $1,300.00 $28,600.00 Each package includes the followin 1 Camera 1 GPS module 1 SD card 1 Media card reader 2 Camera batteries 1 Battery charger 1 Year Manufacturer's Warranty 2 COUNTY OF SAN DIEGO, SHERIFF'S DEPARTMENT GRAFFITI TRACKING AND ANALYSIS SERVICES CONTRACT 527855 EXHIBIT B — INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR CONSULTANT Without limiting Consultant s indemnification obligations to County, Consultant shall provide at its sole expense and maintain during the term of this Agreement and for such other period as may be required, insurance specified in this Agreement. 1. Minimum Scope of insurance Coverage shall be at least as broad as: A. Commercial General Liability, Occurrence form, Insurance Services Office form CG0001. B. Automobile Liability covering all owned, non owned and hired auto, Insurance Services Office form CA0001. C, Workers' Compensation, as required by State of California and Employer's Liability Insurance. 2, Minimum Limits of insurance Consultant shall maintain limits no less than: A. Commercial General Liability including Premises, Operations, Products and Completed Operations, Contractual Liability, Independent Contractors Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The General Aggregate limit shall be $2,000,000. B. Automobile Liability : $1,000,000 each accident for bodily injury and property damage. C. Employer's Liability: $1,000,000 each accident for bodily injury or disease. 3. Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the County's Risk Manager. At the option of the County, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the County guaranteeing payment of losses and related investigations, claim administration and defense expenses. 4. Other Insurance Provisions The general liability,automobile liability,are to contain, or be endorsed to contain the following provisions: A. Additional Insured endorsement 1 COUNTY OF SAN DIEGO, SHERIFF'S DEPARTMENT GRAFFITI TRACKING AND ANALYSIS SERVICES CONTRACT 527855 EXHIBIT B — INSURANCE REQUIREMENTS Any general liability policy provided by Consultant shall contain an additional insured endorsement applying coverage to the County of San Diego, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. B. Primary Insurance endorsement For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the County, the members of the Board of Supervisors of the County and the officers, agents, employees and volunteers of the County, individually and collectively. Any insurance or self-insurance maintained by the County, its officers, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. C. Notice of Cancellation Each required insurance policy shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the County at the address shown in section of Agreement entitled "Notices". General Provisions 5. Qualifying Insurers All required policies of insurance shall be issued by companies which have been approved to do business in the State of California by the State Department of Insurance, and which hold a current policy holder's alphabetic and financial size category rating of not less than A-, VII according to the current Best's Key Rating guide, or a company of equal financial stability that is approved in writing by County's Risk Manager. 6. Evidence of Insurance Prior to commencement of this Agreement, but in no event later than the effective date of the Agreement, Consultant shall furnish the County with certificate of insurance and amendatory endorsements effecting coverage required by this clause. Copies of renewal certificates and amendatory endorsements shall be furnished to County within thirty days of the expiration of the term of any required policy. 7. Failure to Obtain or Maintain Insurance; County's Remedies Consultant's failure to provide insurance specified or failure to deliver certificates of insurance, or failure to make premium payments required by such insurance, shall constitute a material breach of the Agreement, and County may, at its option, terminate the Agreement for any such default by Consultant. 8. No Limitation of Obligations The foregoing insurance requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the County are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant to the Agreement, including, but not limited to, the provisions concerning indemnification. 2 COUNTY OF SAN DIEGO, SHERIFF'S DEPARTMENT GRAFFITI TRACKING AND ANALYSIS SERVICES CONTRACT 527855 EXHIBIT B — INSURANCE REQUIREMENTS 9. Review of Coverage County retains the right at any time to review the coverage, form and amount of insurance required herein and may require Consultant to obtain insurance reasonably sufficient in coverage, form and amount to provide adequate protection against the kind and extent of risk which exists at the time a change in insurance is required. 10. Self-insurance Consultant may, with the prior written consent of County's Risk Manager, fulfill some or all of the insurance requirements contained in the Agreement under a plan of self-insurance. Consultant shall only be permitted to utilize such self-insurance if in the opinion of County's Risk Manager, Consultant's (i) net worth, and (ii) reserves for payment of claims of liability against Consultant, are sufficient to adequately compensate for the lack of other insurance coverage required by this Agreement. Consultant's utilization of self-insurance shall not in any way limit liabilities assumed by Consultant under the Agreement. 11. Subcontractors' Insurance Consultant shall require that any and all subcontractors hired by Consultant are insured in accordance with this Agreement. if any subcontractor's coverage does not comply with the foregoing provisions, Consultant shall defend and indemnify the County from any damage, loss, cost, or expense, including attorneys' fees, incurred by County as a result of subcontractors failure to maintain required coverage. 12. Waiver of Subrogation Consultant and County release each other, and their respective authorized representatives, from any Claims (as defined in the Article entitled "Indemnity" of the Agreement), but only to the extent that the proceeds received from any policy of insurance carried by County or Consultant, other than any self-insurance, covers any such Claim or damage. included in any policy or policies of insurance provided by Consultant hereunder shall be a standard waiver of rights of Subrogation against County by the insurance company issuing said policy or policies. 3 COUNTY OF SAN DIEGO SHERIFFS DEPARTMENT GRAFFITI TRACKING AND ANALYSIS SERVICES CONTRACT NO. 527855 EXHIBIT A-1 Project Proposal Prepared for San Diego County Sheriffs Department Prepared by: Alejandra Gutierrez, Vice President of Marketing August 14, 20070 Graffiti Tracker Incorporated 3780 Kilroy Airport Way, Suite 200 Long Beach, CA 90806 T 562.304,2807 F 480.247,5507 www.gratrrtitracker.net Summary Overview Graffiti Tracker Incorporated aims to establish the entire graffiti tracking methodology in the following San Diego County Sheriffs Departments: Encinitas Station Santee Station Lemon Grove Station San Marcos Station Imperial Beach Station Poway Station Vista Station The use of the Graffiti Tracker system within the above -mentioned agencies will assist law enforcement officials reduce graffiti vandalism. The one-year contract constitutes a lease for access to the Graffiti Tracker system.. Permission from the Contract Administrator will be required for anyone to have access to this system. Upon permission being granted for access to the system, a usemame and password will be given to those individuals, and they will be granted an "Operator" level access to the GAITS system. This lease will be in effect for the duration of the contract. In addition, Graffiti Tracker Inc will also provide the following: a. Train designated personnel to use digital, GPS camera(s) b. Establish graffiti tracking protocols. c. Train personnel on proper photo uploading procedures. d, Analyze all graffiti data and make graffiti intelligence available via the Graffiti Tracker system. e. Provide access to the web based Graffiti Tracker program twenty-four hours a day, seven days a week until contract ends. f. Provide training to all designated personnel on how to utilize the Graffiti Tracker system. The San Diego County Sheriff's Department will receive all the above -mentioned services for $84,000 for one year. The Graffiti Tracker system is a web -based program. There is no software necessary to install. As a result, there are no restrictions to the number of users that may access the system. The above -mentioned package includes continual upgrades at no additional cost. 2 CONTRACT NO. 527855 EXHIBIT C PRICING SCHEDULE Price Estimate The pricing option below is meant for the seven (7) stations that are serviced by the San Diego County Sheriff's Department. Each of the seven (7) agencies will receive a 50% discount off of the normal starting price of $24,000 per year. The new discounted price of $12,000 per station will bring the one-year total to $64,000. it should be noted that the above -mentioned price will be valid for the length of the pilot year. The San Diego County Sheriffs Department will also purchase twenty-two (22) digital, GPS camera packages at $1,300.00 a piece, plus tax. The pilot program discount of $12,000 per station will be effective for one year from contract start -date, but is subject to change if the number of graffiti incidents removed rises significantly within the first six (6) months. The following line items costs are estimated: .Description Access to Graffiti Tracker system Quantity 1- Unit Price $84,000.00 Cost $84,000.00 $28,600.00 Digital GPS camera package 22 $1,300.00 - Each package includes the following: 1 Camera T 1 GPS module 1 SD card 1 Media card reader 2 Camera batteries 1 Battery charger Subtotal $112,600.00 Other $0.00 $112,600.00 Total Total Annual Costs incurred by the San Diego County Sheriffs Department $112,600.00 Billing Graffiti Tracker Inc will submit a total of three (3) invoices to the San Diego County Sheriff's Department throughout the length of the one-year contract. The first invoice for $42,000.00 will cover graffiti analysis and tracking services for the first six (6) months. The second invoice for $42,000.00 will cover services for the remaining six (6) months. The third invoice will cover the equipment costs plus tax and must be paid in full prior to receiving all equipment. We ask that all invoices be paid within 30 days of submission. *Note: Graffiti Tracker Inc will evaluate the number of photos uploaded six (6) months after the contract start -date. If the amount exceeds the original estimate supplied by the San Diego 3 EXHIBIT B AGENCY CONTACTS County of San Diego Sheriff's Department Contracts Division 9621 Ridgehaven Court San Diego, CA 92123 Attention: Keith Spears San Diego Association of Governments 401 B Street, Suite 800 San Diego, CA 92101 Attention: Kurt Kroninger City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 Attention: Yolanda Garcia City of Coronado 1825 Strand Way Coronado, CA 92118 Attention: Commander Laszlo Waczek City of El Cajon 200 Civic Center Way El Cajon, CA 92020 Attention: Jim Redman, Chief of Police City of La Mesa 8130 Allison Avenue La Mesa, CA 91942 Attention: Ed Aceves, Chief of Police City of National City 1243 National City Boulevard National City, CA 91950 Attention: Armando Vergara City of San Diego Purchasing and Contracting 1200 3rd Avenue, Suite 200 San Diego, CA 92101 Attention: North County Transit District 810 Mission Avenue Oceanside, CA 92054 Attention: Matthew O. Tucker Metropolitan Transit System Procurement Department 1255 Imperial Avenue, Suite 1000 San Diego, CA 92101 Attention: Paul Jablonski Unified Port of San Diego 3165 Pacific Highway San Diego, CA 92101 Attention: 37 RESOLUTION NO. 2014 — 107 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF AGREEMENT WITH THE SAN DIEGO ASSOCIATION OF GOVERNMENTS (SANDAG) FOR THE GRAFFITI TRACKER PROGRAM THROUGH JUNE 30, 2015, FOR THE ANNUAL AMOUNT OF $2,607 WHEREAS, in 2011, National City, and other municipal law enforcement agencies, the Port of San Diego, and local public transit agencies joined the County's pilot San Diego County Multi -Discipline Graffiti Abatement Program, which was created to utilize technology (Graffiti Tracker) to better document graffiti, and to identify and convict the most prolific offenders through a coordinated regional effort; and WHEREAS, Graffiti Tracker is a Web -based intelligence sharing and analysis service that allows photographs and locations of graffiti incidents to be submitted into a national database to enhance the ability to identify graffiti taggers and gather evidence for prosecution of multiple acts of vandalism, as well as provide expert analysis and intelligence toward identifying gang members and coded messaging and alerts to other illegal street gang activities; and WHEREAS, while the program has been coordinated through the San Diego County Sheriff, the Memorandum of Agreement provides a framework for billing and support of the Graffiti Tracker software through SANDAG's existing ESUN and ARJIS billings. WHEREAS, currently, the cost is divided based on the population of each participating agency, with Metropolitan Transit System ("MTS") and North County Transit District ("NTCD") paying a flat fee. National City's annual cost is estimated to be $2,607. NOW, THEREFORE, BE IT RESOLVED that the City council of the City of National City hereby authorizes the City Manager to execute a Memorandum of Agreement with the San Diego Association of Governments (SANDAG) for the Graffiti Tracker Program through June 30, 2015, for the annual amount of $2,607. PASSED and ADOPTED this 5th day of August, 2 ATTEST Michael R. Dalla, Ci Clerk PPR audia City Att D AS TO FORM: Silva on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on August 5, 2014 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City/Clerk of the City o9`National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-107 of the City of National City, California, passed and adopted by the Council of said City on August 5, 2014. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: August 5, 2014 AGENDA ITEM NO.11 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the City Manager to execute a Memorandum of Agreement with San Diego Association of Governments (SANDAG) for the Graffiti Tracker Program for the annual amount of $2,607 through dune 34j , 2015. PREPARED BY: Leslie Deese, City Manager PHONE: 619-336-4240 EXPLANATION: See attached report. FINANCIAL STATEMENT: ACCOUNT NO. 001-409-000-650-0000 Annual Cost: $2,607 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: DEPARTMENT: City Manager APPROVED BY: APPROVED: 911 APPROVED: Finance MIS STAFF RECOMMENDATION: Request City Council to authorize the City Manager to execute said Memorandum of Agreement. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Staff Report SANDAG Agreement Resolution V, : ovv-“o.-\ vat. a o\ti - \O ] Staff Report: Graffiti Tracker Program Memorandum of Agreement Introduction The presence of graffiti in a neighborhood can be described as a quality of life issue, contributing to a neighborhood's sense of cohesiveness and decreased feeling of safety. It can also be a costly problem for public entities and private citizens, and graffiti done in the interest of gang identification can relate back to incidents of violent crime. In January 2011, County Supervisor Greg Cox, and other city and civic leaders, launched a regional pilot project to combat graffiti. The goal of this pilot, the San Diego County Multi -Discipline Graffiti Abatement Program, was to utilize technology (Graffiti Tracker) to better document graffiti and identify and convict the most prolific offenders through a coordinated regional effort. In 2011, National City, and other municipal law enforcement agencies, the Port of San Diego, and local public transit agencies joined the County's pilot program. Project Overview Graffiti Tracker is a Web -based intelligence sharing and analysis service that allows photographs and locations of graffiti incidents to be submitted into a national database. Intelligence reports can then be generated that included information and statistics regarding the name or group monikers, location and size of incidents, trends or paths of damage, migration of vandals, and arrest information. According to law enforcement officials, systems such as Graffiti Tracker can enhance their ability to identify graffiti taggers and gather evidence for prosecution of multiple acts of vandalism, as well as provide expert analysis and intelligence toward identifying gang members and coded messaging and alerts to other illegal street gang activities. While the program has been coordinated through the San Diego County Sheriff, the Memorandum of Agreement provides a framework for billing and support of the Graffiti Tracker software through SANDAG's existing ESUN and ARJIS billings. As current practice, the cost is divided based on the population of each participating agency, with MTS and NTCD paying a flat fee. National City's annual cost is estimated to be $2,607. Staff Recommendation City Council approve the Graffiti Tracker Program Memorandum of Agreement and authorize the City Manager to execute said Agreement. 401 B Street, Suite 800, San Diego, CA 92101 www.sandag.org LETTER OF TRANSMITTAL Date:6/6/14 TO: City of National City RE: 5004447 Graffiti Tracker MOA ATTN: Claudia Silva, City Attorney 1243 National City Blvd. National City, CA 91950 NO. OF COPIES DESCRIPTION 1 Contract #5004447 Graffiti Tracker MOA THESE ARE TRANSMITTED ❑ For review & comment ❑ Other ® For signatures ❑ For your records r El . As requested PLEASE NOTE CC: Ms. Silva, Please find attached the above referenced documents for execution by Ms. Deese. Plerase return a signed.Copy at your convenience. c-.., Thank you, anda Hoben Contracts & Procurement Analyst I San Diego Association of Governments (SANDAG) 401 B Street, # 800, San Diego, CA 92101 Tel: (619) 699-7377 By: Amanda Hoben Phone: (619) 699 - 7377 E-Mail: Amanda.Hoben @sandag.org PLEASE ACKNOWLEDGE RECEIPT Not requested ❑ Please call upon receipt ❑ Please return signed & dated copy Received by: Date: COPIES: Client SANDAG Files Project File 401 B Street, Suite 800 San Diego, CA 92101- 4231 (619) 699-1900 Fax (619) 699-1905 www.sandag.org MEMBER AGENCIES Cities of Carlsbad Chu/a Vista Coronado Del Mar El Cajon Encinitas Escondido Imperial Beach La Mesa Lemon Grove National City Oceanside Poway San Diego San Marcos Santee Solana Beach Vista and County of San Diego ADVISORY MEMBERS Imperial County California Department of Transportation Metropolitan Transit System North County Transit District United States Department of Defense San Diego Unified Port District San Diego County Water Authority Southern California Tribal Chairmen's Association Mexico June 6, 2014 File Number 5004447 Ms. Leslie Deese City Manager City of National City 1243 National City Boulevard National City, CA 91950 Dear Ms. Deese: SUBJECT: Graffiti Tracker Program Memorandum of Agreement The Graffiti Tracker program has served as an effective law enforcement tool facilitating the identification and prosecution of graffiti perpetrators whose crimes are spread throughout the region. The San Diego Association of Governments (SANDAG) recently distributed a survey to all San Diego County agencies affiliated with the program. Survey results, camera usage, incident numbers, square footage damage, maps, and a breakdown of the source of the graffiti will be provided to each jurisdiction later this summer. While the program has been coordinated through the San Diego County Sheriff, this Memorandum of Agreement provides a framework for billing and support of the Graffiti Tracker software through SANDAG's existing ESUN and ARJIS billings. As current practice, billings are divided based on the population of each participating agency, with MTS and NTCD paying a flat fee. Please arrange for execution of the document and return one copy to SANDAG in the enclosed envelope. Should you have any questions, please contact Amanda Hoben at (619) 699-7377. Sincerely, ' " V S GARY`t. GALLEGOS Executive Director GGA/AHO/abar Enclosure MEMORANDUM OF AGREEMENT AMONG THE SAN DIEGO ASSOCIATION OF GOVERNMENTS, THE COUNTY OF SAN DIEGO, THE CITIES OF CHULA VISTA, CORONADO, EL CAJON, LA MESA, NATIONAL CITY, AND SAN DIEGO, THE METROPOLITAN TRANSIT SYSTEM, THE NORTH COUNTY TRANSIT DISTRICT, THE UNIFIED PORT OF SAN DIEGO GOVERNING GRAFFITI TRACKER, INC. BILLING AND SUPPORT SANDAG CONTRACT NO. 5004447 This Memorandum of Agreement ("MOA") is made and entered into effective as of this day of June 2014, by and among the San Diego Association of Governments ("SANDAG"), the County of San Diego ("County"), the Cities of Chula Vista, Coronado, El Cajon, La Mesa, National City, and San Diego, the Metropolitan Transit System, and the North County Transit District (collectively, "Participating Agencies") for the purpose of establishing a framework for billing and support of the Graffiti Tracker, Inc. software. Individually, SANDAG, the County, and each of the Participating Agencies may be referred to as "Party" and collectively as "Parties." RECITALS 1. The Parties recognize that reduction or elimination of neighborhood graffiti is a regional quality of life issue; and 2. The County entered into a contract with Graffiti Tracker, Inc. in 2009 (Contract No. 527855, attached as Exhibit A) for the use of graffiti tracking software to aid in the apprehension of repeat offenders, provide faster clean-up, and deter individuals from vandalizing personal and public property ("Graffiti Tracking Program"); and 3. The Graffiti Tracking Program's success prompted other agencies to join this regional effort, resulting in the provision of Graffiti Tracker services to Participating Agencies pursuant to an amendment to Contract No. 527855 in 2011; and 4. The County has been responsible for administration of Contract No. 527855, including timely payment of amounts due to Graffiti Tracker, Inc. for services utilized by both the County and Participating Agencies; and 5. The County will continue to administer Contract No. 527855, including the timely payment of amounts due to Graffiti Tracker, Inc.; and 6. SANDAG added the Graffiti Tracker Promotion Project to the Regional Operations and Services area of emphasis in the FY 2014 SANDAG Budget to promote usage of the Graffiti Tracking program regionally and provide user and liaison support; and 7. Each Participating Agency continues to utilize the benefits of the Graffiti Tracker Program to document and reduce the incidence of graffiti within its jurisdiction; and 8. SANDAG currently invoices Participating Agencies for other law enforcement -related support services; and 9. The County has requested that SANDAG invoice Participating Agencies for their use of the Graffiti Tracker Program together with the existing invoices for law enforcement -related support services; and 10. Each Participating Agency's use of the Graffiti Tracking program shall be determined by the method described below; and 11. The Parties wish to memorialize their agreement in this MOA to carry out the purposes set forth above. AGREEMENT NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: THE COUNTY AGREES: 1. At least thirty (30) days prior to the beginning of the fiscal year (July 1 to June 30) for which billing will occur, the County shall provide SANDAG with a list of the Graffiti Tracker Program Participating Agencies. 2. The County shall continue to administer Contract No. 527855, to which neither SANDAG nor any Participating Agency is a party. The County shall retain responsibility for collecting delinquent payments, which includes all payments not received by SANDAG. SANDAG AGREES: 3. SANDAG shall invoice the Participating Agencies once at the beginning of each fiscal year (July 1 to June 30) for each Participating Agency's share of the Graffiti Tracker Program costs. SANDAG shall remit to the County twice annually all payments received from Participating Agencies since the last remittal and provide a list of delinquent payments. SANDAG shall remit payments to: County of San Diego, Sheriff's Department Attention: Contract Manager 9621 Ridgehaven Court San Diego, CA 92123 THE PARTICIPATING AGENCIES AGREE: 4. The Participating Agencies shall remit payment payable to SANDAG within thirty (30) days of receipt of invoice. Participating Agencies shall remit payments to: San Diego Association of Governments Attention: ARJIS 401 B Street, Suite 800 San Diego, CA 92101 THE PARTIES MUTUALLY AGREE: 5. Allocation of Costs. The respective shares of the Graffiti Tracker Program costs are allocated between the Participating Agencies, collectively, and the County in accordance with Contract No. 527855 and its accompanying amendments. a. SANDAG shall not invoice the County for its share of the Graffiti Tracker Program costs. b. The Participating Agencies' total share as provided by Contract No 527855 shall be allocated among the Participating Agencies according to the following method of calculation: Participating Agencies' total share multiplied by each Participating Agency's proportionate share of the total population served by the Graffiti Tracker Program. SANDAG shall calculate each Participating Agency's share of the Graffiti Tracker Program costs using the most recent annual population estimates promulgated by the California Department of Finance. In the event that a Participating Agency is a special district or other public agency such that a population figure is not susceptible to determination, that Participating Agency shall pay a fixed fee of five thousand ($5,000.00) dollars annually toward the Participating Agency total share of Graffiti Tracker Program costs. Any fixed fees shall be deducted from the Participating Agency total share prior to calculating the remaining Participating Agencies' shares of Graffiti Tracker Program costs by the method of calculation described above. 6. Addition of Participating Agencies. Both SANDAG and the County shall have the authority to add additional Participating Agencies to the Graffiti Tracker Program with the consent of the other, whose consent shall not be unreasonably withheld. The County shall bear the responsibility of amending Contract No. 527855 to reflect the participation of additional agencies as part of its retained responsibility of administering Contract No. 527855. All Participating Agencies added to the Graffiti Tracker Program shall sign this MOA and be bound by these terms and conditions. Each Participating Agencies' share of the Program costs shall be recalculated when a Participating Agency joins the Graffiti Tracker Program according to the method above and the next invoice shall reflect the new allocation of costs. 7. Graffiti Tracker Cameras. The County shall store Graffiti Tracker cameras that are not in use. Participating Agencies shall coordinate with the County to obtain additional Graffiti Tracker cameras or to replace malfunctioning cameras or portions thereof. A request for an additional camera will be filled from the inventory of Graffiti Tracker cameras not in use. Should all Graffiti Tracker cameras be in use by the Graffiti Tracker Program, the County shall so notify the requesting Participating Agency, which may elect to order a new Graffiti Tracker camera from Graffiti Tracker, Inc. under Contract No. 527855. The costs of new Graffiti Tracker cameras and replacement parts will be borne by the requesting Participating Agency and billed on the following invoice. 8. The Role of SANDAG. The SANDAG role with respect to the Graffiti Tracker Program shall be limited to invoicing and receiving payments from Participating Agencies, forwarding such payments to the County, and providing regional support to the Graffiti Tracker Program, including the capture of metrics on system usage and production of reports for Participating Agencies; identifying trends and patterns; accomplishing customer outreach and training to encourage system usage; exploring the expansion of the Graffiti Tracker Program to other agencies where graffiti is a problem; and collaborating with the County of San Diego Office of the District Attorney to obtain statistics on restitution funds resulting from the Graffiti Tracker Program. SANDAG shall not own or control any of the data from, provided to, or used by Participating Agencies in the Graffiti Tracker Program other than those documents or data it creates pursuant to this Section. 9. Notice. Any notice required or permitted under this MOA may be personally served on any of the Parties by the Party giving notice, or may be served by first class mail, return receipt requested, to the addresses provided in Exhibit B, "Agency Contacts." If no name is listed for a jurisdiction in Exhibit B, then the agency's signatory, or his or her successor, shall suffice as a valid agency contact. 10. Modification. No alteration or variation of the terms of this MOA shall be valid, unless made in writing and signed by the Parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto. 11. Termination. Any Party may terminate its participation in this MOA by providing thirty (30) days written notice of such termination to both the County and SANDAG. a. Termination of participation by one or more of the Participating Agencies shall not affect the terms, conditions, and provisions of the MOA with respect to the other Parties still participating in the MOA, other than a recalculation of costs as between the remaining Participating Agencies effective upon the following invoice. Upon the effective date of termination of participation under this subsection, the terminating Party shall cease its use of the Graffiti Tracker Program. Within thirty (30) days of the effective date of termination, the Participating Agency shall return to the County any Graffiti Tracker cameras in its possession, unless the Participating Agency paid for an additional camera pursuant to Section 7 of this MOA. There will be no refund of amounts already received by SANDAG. b. Termination by SANDAG or the County shall terminate the entire MOA. Notice of termination of the entire MOA shall also be provided to the Participating Agencies prior to the effective date of termination. Within thirty (30) days of the effective date of termination, SANDAG shall remit to the County any Graffiti Tracker Program payments received from Participating Agencies that are in its possession. All Parties shall cease their use of the Graffiti Tracker Program upon the effective date of termination under this subsection. All Parties shall return any Graffiti Tracker cameras in their possession to the County, unless the Participating Agency paid for an additional Graffiti Tracker camera pursuant to Section 7 of this MOA. Any funds remaining in the Graffiti Tracker Program following termination of this MOA shall be refunded to the County and the Participating Agencies in the same manner as the costs were allocated. 12. Defense and Indemnity. The following indemnification provisions of this MOA shall survive termination. a. Claims Arising From Sole Acts or Omissions of a Party Each Party to this MOA hereby agrees to defend and indemnify the other Parties to this MOA, their agents, officers, and employees, from any claim, action, or proceeding against the other Parties, arising solely out of its own acts or omissions in the performance of this MOA. At each Party's sole discretion, each Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve any Party of any obligation imposed by this MOA. Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. b. Claims Arising From Concurrent Acts or Omissions The Parties hereby agree to defend themselves from any claim, action, or proceeding arising out of the concurrent acts or omissions of the Parties. In such cases, Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in Paragraph d below. c. Joint Defense Notwithstanding Paragraph b above, in cases where Parties agree in writing to a joint defense, Parties may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent acts or omissions of Parties. Joint defense counsel shall be selected by mutual agreement of Parties. Parties agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in Paragraph 4 below. Parties further agree that no Party may bind the others to a settlement agreement without the written consent of the others. d. Reimbursement and/or Reallocation Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 13. General Provisions. a. All obligations of the Parties under the terms of this MOA are subject to the appropriation of the required resources by their respective governing bodies. b. This MOA shall be interpreted in accordance with the laws of the State of California. c. All terms, conditions, and provisions herein shall inure to and shall bind each of the Parties hereto and each of their respective heirs, executors, administrators, successors, and assigns. 2 d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO APPROVED AS TO FORM AND LEGALITY: THOMAS J. PASTUSKA WILLIAM L. PETTINGILL Clerk of the Board of Supervisors Senior Deputy County Counsel SAN DIEGO ASSOCIATION OF GOVERNMENTS GARY L. GALLEGOS Executive Director or designee THE CITY OF CHULA VISTA JAMES D. SANDOVAL City Manager Signatures continued on next page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director UNIFIED PORT OF SAN DIEGO JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page RESOLUTION NO. 2014 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF AGREEMENT WITH THE SAN DIEGO ASSOCIATION OF GOVERNMENTS (SANDAG) FOR THE GRAFFITI TRACKER PROGRAM THROUGH JUNE 30, 2015, FOR THE ANNUAL AMOUNT OF $2,607 WHEREAS, in 2011, National City, and other municipal law enforcement agencies, the Port of San Diego, and local public transit agencies joined the County's pilot San Diego County Multi -Discipline Graffiti Abatement Program, which was created to utilize technology (Graffiti Tracker) to better document graffiti, and to identify and convict the most prolific offenders through a coordinated regional effort; and WHEREAS, Graffiti Tracker is a Web -based intelligence sharing and analysis service that allows photographs and locations of graffiti incidents to be submitted into a national database to enhance the ability to identify graffiti taggers and gather evidence for prosecution of multiple acts of vandalism, as well as provide expert analysis and intelligence toward identifying gang members and coded messaging and alerts to other illegal street gang activities; and WHEREAS, while the program has been coordinated through the San Diego County Sheriff, the Memorandum of Agreement provides a framework for billing and support of the Graffiti Tracker software through SANDAG's existing ESUN and ARJIS billings. WHEREAS, currently, the cost is divided based on the population of each participating agency, with Metropolitan Transit System ("MTS") and North County Transit District ("NTCD") paying a flat fee. National City's annual cost is estimated to be $2,607. NOW, THEREFORE, BE IT RESOLVED that the City council of the City of National City hereby authorizes the City Manager to execute a Memorandum of Agreement with the San Diego Association of Governments (SANDAG) for the Graffiti Tracker Program through June 30, 2015, for the annual amount of $2,607. PASSED and ADOPTED this 5th day of August, 2014. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia G. Silva City Attorney Ron Morrison, Mayor 401 B Street, Suite 800, San Diego, CA 92101 www.sandag.org Date:6/6/14 LETTER OF TRANSMITTAL TO: City of National City ATTN: Claudia Silva, City Attorney 1243 National City Blvd. National City, CA 91950 RE: 5004447 Graffiti Tracker MOA NO. OF COPIES DESCRIPTION 1 Contract #5004447 Graffiti Tracker MOA THESE ARE TRANSMITTED ❑ For review & comment ❑ Other ® For signatures ❑ For your records ❑ ..As requested PLEASE NOTE Ms. Silva, Please find attached the above referenced documents for execution by Ms. Deese. at your convenience. Thank you, anda Hoben Contracts & Procurement Analyst I San Diego Association of Governments (SANDAG) 401 B Street, # 800, San Diego, CA 92101 Tel: (619) 699-7377 Phase return a signedpy C CC: By: Amanda Hoben Phone: (619) 699 - 7377 E-Mail: Amanda.Hoben @sandag.org PLEASE ACKNOWLEDGE RECEIPT ® Not requested ❑ Please call upon receipt Received by: ❑ Please return signed & dated copy Date: COPIES: Client SANDAG Files Project File 401 B Street, Suite 800 San Diego, CA 92101-4231 (619) 699-1900 Fax (619) 699-1905 www.sandag.org MEMBER AGENCIES Cities of Carlsbad Chula Vista Coronado Del Mar El Cajon Encinitas Escondido Imperial Beach La Mesa Lemon Grove National City Oceanside Poway San Diego San Marcos Santee Solana Beach Vista and County of San Diego ADVISORY MEMBERS Imperial County California Department of Transportation Metropolitan Transit System North County Transit District United States Department of Defense San Diego Unified Port District San Diego County Water Authority Southern California Tribal Chairmen's Association Mexico June 6, 2014 Ms. Leslie Deese City Manager City of National City 1243 National City Boulevard National City, CA 91950 Dear Ms. Deese: File Number 5004447 SUBJECT: Graffiti Tracker Program Memorandum of Agreement The Graffiti Tracker program has served as an effective law enforcement tool facilitating the identification and prosecution of graffiti perpetrators whose crimes are spread throughout the region. The San Diego Association of Governments (SANDAG) recently distributed a survey to all San Diego County agencies affiliated with the program. Survey results, camera usage, incident numbers, square footage damage, maps, and a breakdown of the source of the graffiti will be provided to each jurisdiction later this summer. While the program has been coordinated through the San Diego County Sheriff, this Memorandum of Agreement provides a framework for billing and support of the Graffiti Tracker software through SANDAG's existing ESUN and ARJIS billings. As current practice, billings are divided based on the population of each participating agency, with MTS and NTCD paying a flat fee. Please arrange for execution of the document and return one copy to SANDAG in the enclosed envelope. Should you have any questions, please contact Amanda Hoben at (619) 699-7377. Sincerely, idors GARY`L. GALLEGOS Executive Director GGA/AHO/abar Enclosure CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk August 18, 2014 Mr. Gary Gallegos SANDAG 401 B Street, Suite 800 San Diego, CA 92101 Dear Mr. Gallegos, On August 5th, 2014, Resolution No. 2014-107 was passed and adopted by the City Council of the City of National City, authorizing execution of a Memorandum of Agreement (MOA) with San Diego Association of Governments (SANDAG). We are enclosing for your records a certified copy of the above Resolution and one partially executed original MOA. After signature pages have been compiled from your agency and other participating agencies, please send a fully executed copy of the MOA to us for our files. Sincerely, r> Michael R. Dalla, CMC City Clerk Enclosures