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HomeMy WebLinkAbout2015 CON City of Chula Vista - GIS ServicesNOTE TO FILE 09-01-15 IN THE MATTER OF: Agreement for Professional Services between the City of National City and City of Chula Vista to provide Geographic Information Systems (GIS) Services to National City in the rate of $67 per hour. The Agreement is for the period January 8, 2015 through December 31, 2015. NO FULLY EXECUTED ORIGINAL AGREEMENT WAS FILED WITH THE OFFICE OF THE CITY CLERK ORIGINATING DEPARTMENT: NTF CDC Housing & Grants City Attorney Human Resources City Manager MIS Community Svcs. X Planning Engineering _ Police Finance Public Works Fire Nutrition Center Successor Agency AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHULA VISTA AND THE CITY OF NATIONAL CITY THIS AGREEMENT is entered into by and between the City of Chula Vista ("CHULA VISTA"), a charter city and Municipal Corporation, and the City of National City, a general law city and Municipal Corporation, effective on the date on which the last party hereto affixes his signature hereon, and is made in reference to the following facts: WHEREAS, NATIONAL CITY desires to employ the services of CHULA VISTA to provide GEOGRAPHIC INFORMATION SYSTEMS (GIS) services to NATIONAL CITY. WHEREAS, CHULA VISTA is experienced in GEOGRAPHIC INFORMATION SYSTEMS (GIS) and is fully qualified to provide the assistance sought by NATIONAL CITY. THEREFORE, IT IS AGREED AS FOLLOWS: 1. TERMS OF AGREEMENT 1.1 This AGREEMENT shall be effective on and from the day, month and year of the execution of this AGREEMENT by NATIONAL CITY'S City Manager. 1.2 CHULA VISTA shall commence the performance of its obligations under this AGREEMENT upon the effective date of this AGREEMENT and shall continue through December 31, 2015 unless this AGREEMENT is otherwise terminated or extended. 2. SCOPE OF WORK 2.1 Described Services. During the term of this AGREEMENT, CHULA VISTA will provide the following services under the general direction of NATIONAL CITY'S Manager of INFORMATION TECHNOLOGY SERVICES ("DESCRIBED SERVICES"): Task A — Manage and host the GIS Viewer. Chula Vista will manage and host National City's GIS Viewer. ($1,200) Task B — Provide training for up to 25 National City staff on use of GIS Viewer. Training facility will be provided by National City. ($300) Task C — Provide quarterly updates to GIS data. Chula Vista will update data used in National City's GIS Viewer every 3 months. ($500). Note: Data used to update National City's GIS Viewer is based on the San Diego Association of Governments (SANDAG) regional GIS data -1- warehouse. Chula Vista is not responsible for errors, inaccuracies or omissions related to this data. 3. ADDITIONAL DUTIES CHULA VISTA shall not perform work in excess of the DESCRIBED SERVICES without the prior, written approval of NATIONAL CITY'S Manager of INFORMATION TECHNOLOGY SERVICES and CHULA VISTA'S Director of INFORMATION TECHNOLOGY SERVICES. All additions to the Scope of Work shall be mutually agreed upon and in writing, signed by the appropriate parties prior to the commencement of any additional duties. 4. NO ASSIGNMENT OF DUTIES The duties in the described scope of work are personal to CHULA VISTA and may not be assigned or subcontracted to a third party without the prior written approval of NATIONAL CITY'S Manager of INFORMATION TECHNOLOGY SERVICES. CHULA VISTA shall provide the names of the individuals assigned to perform the work pursuant to this AGREEMENT. Any changes in the individual(s) who will be assigned by CHULA VISTA to perform these services shall be subject to approval by NATIONAL CITYS Manager of INFORMATION TECHNOLOGY SERVICES. 5. CONFIDENTIALITY OF INFORMATION The parties recognize that much of the information to which access is granted may be confidential in nature. As such, CHULA VISTA agrees not to disclose this information to unauthorized persons without the prior written consent of the NATIONAL CITY'S Manager of INFORMATION TECHNOLOGY SERVICES, unless otherwise required by law or a court order. All work performed by CHULA VISTA including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by CHULA VISTA pursuant to this AGREEMENT is for the sole use of NATIONAL CITY. 6. PAYMENT FOR DESCRIBED SERVICES For any additional services performed by Chula Vista beyond the tasks identified in Section 2, NATIONAL CITY shall pay CHULA VISTA the sum of $ 67 per hour. In order for payment to be made, CHULA VISTA shall submit detailed monthly invoices to NATIONAL CITY that shall include the number of hours for which it has provided consulting services. Payment shall be made on a monthly basis within forty-five (45) days of NATIONAL CITY'S receipt of CHULA VISTA'S invoice. 7. TERMINATION 7.1 Termination for Cause. Both Parties shall have the right to, without advance notice to the other Party, terminate this AGREEMENT for cause at any time. In the event NATIONAL CITY terminates this AGREEMENT, CHULA VISTA shall submit a detailed invoice for services already performed. Payment for services performed shall be made within thirty (30) days of a receipt of CHULA VISTA'S invoice for services. - 2 - 7.2 Termination for Convenience. Both Parties shall have the right to terminate this AGREEMENT without cause at any time by providing two weeks notice in writing to the other Party. In the event NATIONAL CITY terminates this AGREEMENT, CHULA VISTA shall submit a detailed invoice for services already performed. Payment for services performed shall be made within thirty (30) days of a receipt of CHULA VISTA'S invoice for services. 8. STATUS OF CHULA VISTA NATIONAL CITY and the CHULA VISTA recognize and acknowledge the relationship as that of independent contractor. CHULA VISTA shall perform the DESCRIBED SERVICES in a manner of CHULA VISTA'S own choice, as an independent contractor, and not as an employee of NATIONAL CITY. Under no circumstances shall the designated employee from CHULA VISTA represent him/herself as an employee of NATIONAL CITY. 9. CONTROL Neither NATIONAL CITY nor its officers, agents or employees shall have any control over the conduct of CHULA VISTA or any of CHULA VISTA'S employees except as set forth in this AGREEMENT, and CHULA VISTA expressly agrees not to represent that CHULA VISTA or CHULA VISTA's agents, servants, or employees are in any manner agents, servants or employees of NATIONAL CITY, it being understood that CHULA VISTA, its agents, servants, and employees are as to NATIONAL CITY wholly independent and that CHULA VISTA's obligations to NATIONAL CITY are solely such as are prescribed by this AGREEMENT. 10. ATTORNEYS' FEES Should any party commence any legal action or proceeding against another based upon this AGREEMENT, the prevailing party shall be entitled to an award of reasonable attorneys' fees and all costs incurred in the investigation and prosecution or defense of any such action. 11. INSURANCE CHULA VISTA shall provide its own liability insurance, including automobile liability insurance, health, disability and other insurance. CHULA VISTA shall not be responsible for insurance coverage for NATIONAL CITY'S employees. CHULA VISTA shall provide its own workers compensation for any CHULA VISTA employee who performs services pursuant to this AGREEMENT. 12. FILES All of CHULA VISTA'S files for matters involving NATIONAL CITY, and works in progress therefor, are the property of NATIONAL CITY and, upon termination of this AGREEMENT, shall be immediately delivered to NATIONAL CITY. CHULA VISTA may retain copies of pertinent documents, unless expressly prohibited or restricted by NATIONAL CITY. -3- 13. ENTIRE AGREEMENT The text in this AGREEMENT constitutes the entire AGREEMENT between the parties. No verbal agreement or conversation with any officer, agent or employee of NATIONAL CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal agreement or conversation entitle CHULA VISTA to any additional payment whatsoever. 14. SEVERABILITY If any provision of this AGREEMENT is held to be invalid, or unenforceable, that provision shall be deemed severable. The remainder of this AGREEMENT, or portion thereof, shall not be affected and shall remain in full force and effect until the DESCRIBED SERVICES are completed or the AGREEMENT is terminated. 15. MISCELLANEOUS PROVISIONS. 15.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 15.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular number includes the plural number. 15.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section this Agreement. 15.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 15.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of the City or the Consultant, shall be deemed to be both covenants and conditions. 15.6 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original but all of which, when taken together shall constitute but one instrument. 15.7 Time of Essence. Time is of the essence for each provision of this AGREEMENT. 15.8 California Law. This AGREEMENT shall be construed and interpreted in accordance with the laws of the State of California. CHULA VISTA covenants and agrees to submit to the personal jurisdiction of any state court in the State of California for any dispute, claim, or matter arising out of or related to this AGREEMENT. 15.9 Waiver. The failure of NATIONAL CITY to enforce a particular condition or provision of this AGREEMENT shall not constitute a waiver of that condition or provision or its enforceability. 15.10 No Obligations to Third Parties. Except as otherwise expressly provided, the execution -4- and delivery of this AGREEMENT shall not be deemed to confer any rights upon, or obligate any of the parties, to any person or entity other than the parties to this AGREEMENT. 15.11 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, and (iii) 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, or amendments to the AGREEMENT. 15.12 Administrative Claims Requirements. No suit or arbitration shall be brought arising out of this Agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. 15.13 Signing Authority. Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement; that all resolutions or other actions have been taken so as to enable it to enter into this Agreement and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. 15.14 Notices. All notices or other communications required or permitted by this AGREEMENT 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 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: -5- To NATIONAL CITY: Ron Williams, INFORMATION TECHNOLOGY SERVICES Manager City of NATIONAL CITY 1243 National City Boulevard NATIONAL CITY, CA 91950 To CHULA VISTA:: Ed Chew, INFORMATION TECHNOLOGY SERVICES Director INFORMATION TECHNOLOGY SERVICES Department 276 Fourth Avenue Chula Vista, CA 91910-2631 IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed below. Dated: /4 f/5 Dated: 1 l S (I 5 APPROVE II TO FORM: By: By: CITY OF CHULA VISTA By: Ga Ilali.ert, C ty Manage CITY OF NATIONAL CITY By: Leslie Deese, City Manager len ' 'i gin , City Attorney, City of Chula Vista dia G. Silva, i y Attorney, City of National City -6- .,' Attu M, 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 CITY OF CHULA VISTA Geographic Information Systems Services Ray Pe (Planning) Forwarded Copy of Agreement to City of Chula Vista