HomeMy WebLinkAbout2015 CON San Diego State University - Emergency Operations PlanSDSU Agreement #40089846
Exhibit A4
PROJECT AGREEMENT
BETWEEN
THE BOARD OF TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY SYSTEM,
ON BEHALF OF
SAN DIEGO STATE UNIVERSITY
AND
THE CITY OF NATIONAL CITY
This Agreement is entered into on this 2nd day of March , 2015 by
and between the City of National City, a municipal corporation (the "City") and the Board of
Trustees of the California State University system, on behalf of San Diego State University,
Division of Undergraduate Studies ("SDSU").
RECITALS
WHEREAS, the City and SDSU entered into a Memorandum of Understanding ("MOU")
dated February 4, 2014, which outlines the general parameters of the collaboration between the
City and SDSU; and
WHEREAS, the MOU states that the City and SDSU will enter into a separate Project
Agreement for each project; and
WHEREAS, the City and SDSU desire to enter into this Project Agreement for the
development of projects related to the City's operations and services.
NOW THEREFORE, the City and SDSU agree as follows:
AGREEMENT
1. ENGAGEMENT OF SDSU. The City agrees to engage SDSU, and SDSU
agrees to perform the services set forth in this Agreement in accordance with all terms and
conditions contained herein.
2. SCOPE OF SERVICES. SDSU shall assist the City with the development of
projects and programs that enhance the health and safety of the City's residents. SDSU will
perform services as set forth in the attached Exhibit "A4".
13. PROJECT COORDINATION AND SUPERVISION. Brad Raulston is
designated as the Project Coordinator for the City and will monitor the progress and execution of
this Agreement. SDSU shall assign a single Project Coordinator to provide supervision and have
overall responsibility for the progress and execution of this Agreement for SDSU. Jessica Barlow
is designated as the Project Coordinator for SDSU.
4. COMPENSATION AND PAYMENT. The total cost for all work described in
Exhibit "A4" shall be a fixed price of $25,000. Payment shall be in one lump sum and is due
upon completion of the services as set forth in Exhibit "A4". This payment is the only financial
responsibility of the City. The City shall not be responsible for any other expenses related to the
performance of the services pursuant to this Agreement.
5. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on January 22, 2015. The duration of this Agreement is for the period of
January 22, 2015 through August 31, 2015. Completion dates or time durations for specific
portions of the Project are set forth in Exhibit "A4".
6. INDEPENDENT CONTRACTOR. Both parties in the performance of this
Agreement will be acting in an independent capacity and not as agents, employees, partners, or
joint venturers with one another. SDSU's employees and students are not employees of the City,
and are not entitled to any of the rights, benefits, or privileges of the City's employees, including
but not limited to retirement, medical, unemployment, or workers' compensation insurance.
7. CONTROL. Neither the City nor its officers, agents, or employees shall have
any control over the conduct of SDSU or any of SDSU'S employees, students, or volunteers,
except as herein set forth, and SDSU or SDSU's agents, servants, employees, students, or
volunteers are not in any manner agents, servants, or employees of the CITY, it being understood
that SDSU, its agents, servants, employees, students, and volunteers are as to the CITY wholly
independent contractors, and that SDSU's obligations to the City are solely such as are
prescribed by this Agreement.
8. ASSIGNMENT. Neither this Agreement nor any interest herein may be assigned
by SDSU without the prior written consent of the City. SDSU shall not subcontract to any other
person, entity or agency the performance of any of its obligations under this Agreement without
the prior written consent of the City.
9. COMPLIANCE WITH APPLICABLE LAW. SDSU, in the performance of
the services to be provided herein, shall comply with all applicable state and federal statutes and
regulations, and all applicable ordinances, rules, and regulations of the City of National City,
whether now in force or subsequently enacted.
10. NON-DISCRIMINATION PROVISIONS. SDSU shall not discriminate against
any employee or applicant for employment because of age, race, color, ancestry, religion, sex,
sexual orientation, marital status, national origin, physical handicap, or medical condition. SDSU
will take positive action to insure that applicants are employed without regard to their age, race,
SDSU Agreement No. 40089846 2
Exhibit A4
color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical
handicap, or medical condition. Such action shall include but not be limited to the following:
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.
11. CONFIDENTIAL INFORMATION. The City may from time to time
communicate to SDSU certain confidential information to enable SDSU to effectively perform
the services to be provided herein. Such confidential information shall be in writing and shall be
clearly marked as "CONFIDENTIAL INFORMATION" on the face of such document. SDSU
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the City. SDSU shall limit the use and circulation of such information,
even within its own organization, to the extent necessary to perform the services to be provided
herein. The foregoing obligation of this Section 11, however, shall not apply to any part of the
information that (i) has been disclosed in publicly available sources of information; (ii) is,
through no fault of SDSU, hereafter disclosed in publicly available sources of information; (iii)
is already in the possession of SDSU without any obligation of confidentiality; or (iv) has been
or is hereafter rightfully disclosed to SDSU by a third party, but only to the extent that the use or
disclosure thereof has been or is rightfully authorized by that third party.
If SDSU receives a request for documents pursuant to the California Public
Records Act, California Government Code sections 6250 through 6259, which SDSU received
from the City regarding the subject matter of this Agreement, SDSU shall notify the City as soon
as possible to give the City the opportunity to object and seek any appropriate relief. In its
performance hereunder, SDSU shall comply with all legal obligations it may now or hereafter
have respecting the information or other property of any other person, firm or corporation.
12. INDEMNIFICATION AND HOLD HARMLESS.
A. The California State University and SDSU agrees to defend, indemnify
and hold harmless the City of National City, its officers and employees, agents, and volunteers
against and from any and all liability, loss, damages to property, injuries to, or death of any
person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys'
fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by
anyone whomsoever, resulting from or arising out of the California State University's and
SDSU's performance or other obligations under this Agreement; provided, however, that this
indemnification and hold harmless shall not include any claims or liability arising from the
established sole negligence or willful misconduct of the City, its agents, officers, employees, or
volunteers. The indemnity, defense, and hold harmless obligations contained herein shall survive
the termination of this Agreement for any alleged or actual omission, act, or negligence under
this Agreement that occurred during the term of this Agreement.
SDSU Agreement No. 40089846 3
Exhibit A4
B. The City agrees to defend, indemnify and hold harmless the California
State University and SDSU, its trustees, officers, employees, agents, and volunteers against and
from any and all liability, loss, damages to property, injuries to, or death of any person or
persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and
defense costs, of any kind or nature, including workers' compensation claims, of or by anyone
whomsoever, resulting from or arising out of the City's performance or other obligations under
this Agreement; provided, however, that this indemnification and hold harmless shall not include
any claims or liability arising from the established sole negligence or willful misconduct of the
California State University and SDSU, its trustees, agents, officers, employees, or volunteers.
The indemnity, defense, and hold harmless obligations contained herein shall survive the
termination of this Agreement for any alleged or actual omission, act, or negligence under this
Agreement that occurred during the term of this Agreement.
SDSU.
13. STATUS OF STUDENTS. Students are not officers, agents, or employees of
14. INSURANCE.
A. The California State University system has elected to be insured for its General
Liability exposure through the self -insured CSU Risk Management Authority.
B. The State of California has elected to be self -insured for its vehicle liability
and Workers' Compensation and property exposures. As a State agency, the California State
University, Office of the Chancellor, the Trustees, and the CSU system of campuses are included in
this self -insured program.
C. SDSU shall provide professional and personal general liability coverage
for students performing services pursuant to this Agreement through the Student Academic Field
Experience for Credit Liability Insurance Program (SAFECLIP). The coverage limits under this
program are $1,000,000.00 for each Loss and $2,000,000.00 Aggregate for all Covered Parties, and
not per student. The City shall be named as an additional insured under the SAFECLIP Program.
D. The self-insurance and SAFECLIP Program above shall constitute primary
insurance as to the City, its officers, employees, and volunteers, so that any policies held by the
City shall not contribute to any loss under said self-insurance and SAFECLIP Program. Said
self-insurance and SAFECLIP Program shall provide for thirty (30) days prior written notice to
the City of cancellation or material change.
E. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the City's Risk Manager. If such self- insurance and SAFECLIP Program are not kept in full
force and effect at all times during the terms of this Agreement, the City may elect to treat the
SDSU Agreement No. 40089846 4
Exhibit A4
failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
15. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, the
parties shall pay their own costs and expenses of suit, including attorneys' fees.
16. DISPUTE RESOLUTION. Any dispute arising under the terms of this
Agreement which is not resolved within a reasonable period of time by the Project Coordinators
of the City and SDSU shall be brought to the attention of the City Manager, or designee, of the
City and the Associate Vice President, Financial Affairs, or designee, of SDSU for joint
resolution. If resolution of the dispute through these means is pursued without success, either
party may seek resolution employing whatever remedies exist in law or equity beyond this
Agreement. Despite an unresolved dispute, the City and SDSU shall continue without delay to
perform its responsibilities under this Agreement. The Parties shall keep accurate records of its
services in order to adequately document the extent of its services under this Agreement.
17. TERMINATION. If either party wishes to terminate this Agreement due to non-
performance or failure to meet expectations, the terminating party will consult with the other
party to seek resolution. Notwithstanding the above, this Agreement may be terminated with or
without cause by the either party upon 30 days written notice to the other party. In the event of
termination, all finished or unfinished Reports, Data, Methods, Analysis, Recommendations, and
other documents prepared by SDSU, whether paper or electronic, shall immediately be delivered
to the City. SDSU shall be entitled to receive just and equitable compensation for any work
satisfactorily completed on such documents and other materials up to the effective date of the
Notice of Termination, not to exceed the amounts payable pursuant to this Agreement, and less
any damages caused the City by SDSU, if any.
18. LOGOS. Neither party shall use any identifying logos or marks of the other
without the express written permission of the other party.
19. NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally
delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by
overnight mail, the business day following its deposit in such overnight mail facility, (iii) if
mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is
outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or
other like facility regularly maintained by the United States Postal Service, (iv) if given by
SDSU Agreement No. 40089846 5
Exhibit A4
telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given
by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other
communication delivered or sent as specified above shall be directed to the following persons:
To City: Brad Raulston
Executive Director
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To SDSU:
Cathy Garcia
Director
Reference Agreement #40089846
Contract and Procurement Management
San Diego State University
5500 Campanile Dr. AD 116
San Diego, CA 92182-1616
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent. Any notice, request, demand, direction or other
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
20. CAPACITY AND AUTHORITY. All individuals signing this Agreement
represent and warrant that they have the necessary capacity and authority to act for, sign and
bind the respective party on whose behalf they are signing.
21. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
SDSU Agreement No. 40089846 6
Exhibit A4
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the
parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the Agreement, per Government Code Section 8546.7.
J. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise
made by either party hereto, or by or to an employee, officer, agent or representative of any party
hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or
any amendments hereto.
SDSU Agreement No. 40089846 7
Exhibit A4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
Leslie Deese, City Manager
PPROVED AS TO FORM:
Claudia G. Si v
City Attorney
SAN DIEGO STATE UNIVERSITY
By:
Agnes Wong Nickerson
Associate Vice President
Financial Operations
By:
Kathy L Master
Associate Vice President
for Academic Affairs
SDSU Agreement No. 40089846 8
Exhibit A4
Exhibit A4
SDSU shall assist in updating and reformatting the City's Emergency Operations Plan (EOP) to
meet the Federal Emergency Management Agency's (FEMA) CPG 101 standard.
SDSU shall assist the City's Police department staff with records management. SDSU shall
research case law and statutes dealing with the California Public Records Act, civil subpoenas,
criminal discovery requests, requests for police reports, and other issues. SDSU shall produce a
reference guide for Police department staff to use when responding to requests for records.
As part of the Project Agreement for the development of projects related to health and safety for
the City and pursuant to Exhibit "Al", SDSU agreed to take measurements of the air quality on
the Westside and make recommendations for air pollution mitigation. SDSU shall take additional
measurements of air quality in new areas of the Westside and make further recommendations for
air pollution mitigation. In addition, SDSU shall take measurements of the air quality from a
device mounted on the National City Library.
SDSU shall review the City's Administrative Policy No. 10.04, titled Abatement of Illegal
Encampments; Garbage Removal; Clean-up; Enforcement, and Abatement Procedures, and its
operations regarding unauthorized and illegal shelters/encampments and make recommendations
regarding the Policy and operations. SDSU shall review the regulations, policies, and operations
regarding unauthorized and illegal shelters and encampments of other cities in California that are
similar in size to the City of National City to determine the effectiveness of those regulations,
policies, and operations. SDSU shall recommend strategies for dealing with unauthorized and
illegal shelters/encampments in the City.
SDSU shall assist the City's Engineering Department with flooding issues around Paradise
Creek. SDSU shall provide cost-effective, creative solutions to the flooding issues. In addition,
SDSU shall assist the City's Engineering Department with the bicycle corridor project.
The City shall provide SDSU with all necessary data and background information for each
project and program listed.
SDSU Agreement No. 40089846 9
Exhibit A4
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
SAN DIEGO STATE UNIVERSITY
Emergency Operations Plan
Denise Davis (Planning) Forwarded Copy of
Agreement to San Diego State University