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HomeMy WebLinkAbout2013 CON City of Chula Vista - GIS ServicesNOTE TO FILE 08-20-15 IN THE MATTER OF: Resolution of the City Council of the City of National City authorizing the City Manager to execute an Agreement for professional services with the City of Chula Vista to provide staff support for Geographic Information Systems (GIS) services to National City. 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 ("NATIONAL CITY"), a general law city and Municipal Corporation, dated November 19, 2013, for the purposes of reference only, 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 June 30, 2014 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. Meet with National City staff to identify GIS layers needed for new GIS Viewer. Compile these layers into GIS ArcMap document and publish document as web based map service. Task B. Modify GIS Viewer to include National City data and map service referenced in Task A above. Task C. Provide training for up to 25 National City staff on use of GIS Viewer. Task D. Manage and host the GIS Viewer. Task E. Periodically update GIS Viewer with most recent GIS data available. National City staff will determine frequency of updates needed. -I- Task F. Develop additional GIS maps or data layers as needed. 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 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. Chula Vista will also manage and host National City's GIS Viewer for an additional $150 per month. The total of payments shall not exceed $1,800 for the term of this Agreement. 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 either Party 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. INDEMNITY 10.1 Claims Arising From Sole Acts or Omissions of NATIONAL CITY. NATIONAL CITY agrees to defend and indemnify CHULA VISTA, and its agents, officers and employees, from any claim, action or proceeding against CHULA VISTA, arising solely out of the acts or omissions of NATIONAL CITY in the performance of this AGREEMENT. At its sole discretion, CHULA VISTA may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve NATIONAL CITY of any obligation imposed by this AGREEMENT. CHULA VISTA shall promptly notify NATIONAL CITY of any claim, action or proceeding and cooperate fully in the defense. 10.2 Claims Arising From Sole Acts or Omissions of CHULA VISTA. CHULA VISTA hereby agrees to defend and indemnify NATIONAL CITY, and its respective agents, officers and employees, from any claim, action or proceeding against NATIONAL CITY, arising solely out of the negligent acts or omissions or willful misconduct of CHULA VISTA in the performance of the SCOPE OF WORK or ADDITIONAL SERVICES covered by this AGREEMENT. At its sole discretion, NATIONAL CITY may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve CHULA VISTA of any obligation imposed by this AGREEMENT. NATIONAL CITY shall promptly notify CHULA VISTA of any claim, action or proceeding and cooperate fully in the defense. - 3 - 10.3 Claims Arising From Concurrent Acts or Omissions. CHULA VISTA agrees to defend itself and NATIONAL CITY agrees to defend itself, from any claim, action or proceeding arising out of the concurrent negligent acts or omissions or willful misconduct of CHULA VISTA and NATIONAL CITY. In such cases, CHULA VISTA and NATIONAL CITY 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 subsection 10.5, below. 10.4 Joint Defense. Notwithstanding subsection 10.3, above, in cases where CHULA VISTA and NATIONAL CITY agree in writing to a joint defense, CHULA VISTA and NATIONAL CITY may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of CHULA VISTA and NATIONAL CITY. Joint defense counsel shall be selected by mutual agreement of the parties. The parties further agree that no party may bind the other party to a settlement agreement without the written consent of the other party. 10.5 Reimbursement and/or Reallocation. Where a final judgment of a court award allocates or determines the comparative fault of the parties, CHULA VISTA and NATIONAL CITY may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 10.6 Limitation of Liability. Other than claims for physical injury to person or property, each Party's liability under this Agreement shall be limited to the contract amount identified in Section 6, above. In addition, the Parties acknowledge that each Party's liability under this AGREEMENT shall be limited to actual damages only and that the Parties shall have no obligation or liability for general or special damages. 10.7 Survival. A Party's obligations under this Indemnity section shall survive the termination of this AGREEMENT. 11. 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. 12. 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. 13. 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 -4- immediately delivered to NATIONAL CITY. CHULA VISTA may retain copies of pertinent documents, unless expressly prohibited or restricted by NATIONAL CITY. 14. 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. 15. 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. 16. MISCELLANEOUS PROVISIONS. 16.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 16.2 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. 16.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section this Agreement. 16.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 16.5 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. 16.6 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. 16.7 Time of Essence. Time is of the essence for each provision of this AGREEMENT. 16.8 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. 16.9 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. -5- 16.10 No Obligations to Third Parties. Except as otherwise expressly provided, the execution 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. 16.11 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. 16.12 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. 16.13 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. 16.14 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: -6- Dated: To NATIONAL CITY: Ron Williams, INFORMATION TECHNOLOGY SERVICES Manager City of NATIONAL CITY 1243 National City Boulevard NATIONAL CITY, CA 91950 To CHULA VISTA: Kelley Bacon, DIRECTOR OF INFORMATION TECHNOLOGY SERVICES City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910-2631 IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed below. CITY OF CHULA VISTA By: James Sandoval, City Manager Dated: November 19, 2013 CITY OF NATIONAL CITY By: ,,n`.��..., Leslie Deese, Deese, City Manager APPROVED AS TO FORM: By: Glen Googins, City Attorney, City of Chula Vista ilva, City Attorney, City of National City -7- RESOLUTION NO. 2013 — 170 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH THE CITY OF CHULA VISTA TO PROVIDE STAFF SUPPORT FOR GEOGRAPHIC INFORMATION SYSTEMS (GIS) SERVICES TO NATIONAL CITY. WHEREAS, the City of National City desires to employ the services of the City of Chula Vista ("Chula Vista") to provide Geographic Information Systems (GIS) services under the general direction of National City's Manager of Information Technology Services; and WHEREAS, Chula Vista is experienced in Geographic Information Systems (GIS) and is fully qualified to provide the assistance sought by National City for a total not to exceed amount of $1,800; and WHEREAS, although the not -to -exceed amount is within the signing authority of the City Manager, the Agreement must go before the City Council for approval pursuant to Administrative Policy 2.01 because the City of National City would be agreeing to defend and indemnify the City of Chula Vista under the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Manager to execute an Agreement with the City of Chula Vista to provide staff support for Geographic Information Systems (GIS) services under the general direction of National City's Manager of Information Technology Services for a total not to exceed amount of $1,800. PASSED and ADOPTED this 19th day of November, 2013. ATTEST: Michael R. Dalla, ity Clerk PROVED AS TFORM: C City Atto citua Silva Ron Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on November 19, 2013 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 f National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2013-170 of the City of National City, California, passed and adopted by the Council of said City on November 19, 2013. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: November 19, 2013 AGENDA ITEM NO. 4 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the City Manager to execute an agreement for professional services with the City of Chula Vista for staff support to provide geographic information systems (GIS) services to National City in an amount not to exceed $1,800. PREPARED BY: Raymond Pe PHONE: 336-4421 DEPARTMENT: Plann' ••'on APPROVED BYt- EXPLANATION: The agreement for professional services would allow the City of Chula Vista to provide GIS services under the general direction of National City's Manager of Information Technology Services. The services include identifying data layers needed for an online GIS viewer, compiling these layers into GIS map documents, publication of web -based map services, modifying layers to include local data, training staff on the use of the GIS viewer, managing and hosting the viewer, periodically updating data layers and the viewer as determined by National City staff, and developing any additional GIS maps or data layers as needed. The services to be provided require special technical expertise and staff resources that are not available in-house. Chula Vista has the capacity to provide the needed resources through the GIS Division of their Information Technology Services Department. In addition, the costs of managing and hosting an online service are minimized by using existing services through the City of Chula Vista. Although the not -to -exceed amount of $1,800 is within the signing authority of the City Manager, the agreement must go before the City Council for approval pursuant to Administrative Policy 2.01 since the City of National City would be agreeing to defend and indemnify the City of Chula Vista under the agreement. FINANCIAL STATEMENT: ACCOUNT NO. 629-417-082-299-0000 APPROVED: APPROVED: ENVIRONMENTAL REVIEW: This is not a project and, therefore, is not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: mil. Proposed Agreement Attachment 1 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 ("NATIONAL CITY"), a general law city and Municipal Corporation, dated November 19, 2013, for the purposes of reference only, 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 June 30, 2014 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. Meet with National City staff to identify GIS layers needed for new GIS Viewer. Compile these layers into GIS ArcMap document and publish document as web based map service. Task B. Modify GIS Viewer to include National City data and map service referenced in Task A above. Task C. Provide training for up to 25 National City staff on use of GIS Viewer. Task D. Manage and host the GIS Viewer. Task E. Periodically update GIS Viewer with most recent GIS data available. National City staff will determine frequency of updates needed. -1- Task F. Develop additional GIS maps or data layers as needed. 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 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. Chula Vista will also manage and host National City's GIS Viewer for an additional $150 per month. The total of payments shall not exceed $1,800 for the term of this Agreement. 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 either Party 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. INDEMNITY 10.1 Claims Arising From Sole Acts or Omissions of NATIONAL CITY. NATIONAL CITY agrees to defend and indemnify CHULA VISTA, and its agents, officers and employees, from any claim, action or proceeding against CHULA VISTA, arising solely out of the acts or omissions of NATIONAL CITY in the performance of this AGREEMENT. At its sole discretion, CHULA VISTA may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve NATIONAL CITY of any obligation imposed by this AGREEMENT. CHULA VISTA shall promptly notify NATIONAL CITY of any claim, action or proceeding and cooperate fully in the defense. 10.2 Claims Arising From Sole Acts or Omissions of CHULA VISTA. CHULA VISTA hereby agrees to defend and indemnify NATIONAL CITY, and its respective agents, officers and employees, from any claim, action or proceeding against NATIONAL CITY, arising solely out of the negligent acts or omissions or willful misconduct of CHULA VISTA in the performance of the SCOPE OF WORK or ADDITIONAL SERVICES covered by this AGREEMENT. At its sole discretion, NATIONAL CITY may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve CHULA VISTA of any obligation imposed by this AGREEMENT. NATIONAL CITY shall promptly notify CHULA VISTA of any claim, action or proceeding and cooperate fully in the defense. -3- 10.3 Claims Arising From Concurrent Acts or Omissions. CHULA VISTA agrees to defend itself and NATIONAL CITY agrees to defend itself, from any claim, action or proceeding arising out of the concurrent negligent acts or omissions or willful misconduct of CHULA VISTA and NATIONAL CITY. In such cases, CHULA VISTA and NATIONAL CITY 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 subsection 10.5, below. 10.4 Joint Defense. Notwithstanding subsection 10.3, above, in cases where CHULA VISTA and NATIONAL CITY agree in writing to a joint defense, CHULA VISTA and NATIONAL CITY may appoint joint defense counsel to defend the claim, action or proceeding arising out of the concurrent acts or omissions of CHULA VISTA and NATIONAL CITY. Joint defense counsel shall be selected by mutual agreement of the parties. The parties further agree that no party may bind the other party to a settlement agreement without the written consent of the other party. 10.5 Reimbursement and/or Reallocation. Where a final judgment of a court award allocates or determines the comparative fault of the parties, CHULA VISTA and NATIONAL CITY may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 10.6 Limitation of Liability. Other than claims for physical injury to person or property, each Party's liability under this Agreement shall be limited to the contract amount identified in Section 6, above. In addition, the Parties acknowledge that each Party's liability under this AGREEMENT shall be limited to actual damages only and that the Parties shall have no obligation or liability for general or special damages. 10.7 Survival. A Party's obligations under this Indemnity section shall survive the termination of this AGREEMENT. 11. 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. 12. 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. 13. 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 -4- immediately delivered to NATIONAL CITY. CHULA VISTA may retain copies of pertinent documents, unless expressly prohibited or restricted by NATIONAL CITY. 14. 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. 15. 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. 16. MISCELLANEOUS PROVISIONS. 16.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this Agreement. 16.2 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. 16.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a section this Agreement. 16.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part hereof. 16.5 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. 16.6 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. 16.7 Time of Essence. Time is of the essence for each provision of this AGREEMENT. 16.8 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. 16.9 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. -5- 16.10 No Obligations to Third Parties. Except as otherwise expressly provided, the execution 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. 16.11 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. 16.12 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. 16.13 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. 16.14 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: -6- Dated: To NATIONAL CITY: Ron Williams Information Technology Services Manager City of National City 1243 National City Boulevard NATIONAL CITY, CA 91950 To CHULA VISTA: Kelley Bacon Director of Information Technology Services City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910-2631 IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed below. CITY OF CHULA VISTA By: James Sandoval, City Manager Dated: CITY OF NATIONAL CITY By: Leslie Deese, City Manager APPROVED AS TO FORM: By: Glen Googins, City Attorney, City of Chula Vista By: Claudia G. Silva, City Attorney, City of National City -7- RESOLUTION NO. 2013 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH THE CITY OF CHULA VISTA TO PROVIDE STAFF SUPPORT FOR GEOGRAPHIC INFORMATION SYSTEMS (GIS) SERVICES TO NATIONAL CITY. WHEREAS, the City of National City desires to employ the services of the City of Chula Vista ("Chula Vista") to provide Geographic Information Systems (GIS) services under the general direction of National City's Manager of Information Technology Services; and WHEREAS, Chula Vista is experienced in Geographic Information Systems (GIS) and is fully qualified to provide the assistance sought by National City for a total not to exceed amount of $1,800; and WHEREAS, although the not -to -exceed amount is within the signing authority of the City Manager, the Agreement must go before the City Council for approval pursuant to Administrative Policy 2.01 because the City of National City would be agreeing to defend and indemnify the City of Chula Vista under the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Manager to execute an Agreement with the City of Chula Vista to provide staff support for Geographic Information Systems (GIS) services under the general direction of National City's Manager of Information Technology Services for a total not to exceed amount of $1,800. PASSED and ADOPTED this 19th day of November, 2013. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney 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 December 9, 2013 Ms. Kelley Bacon City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 Dear Ms. Bacon, On November 19th, 2013, Resolution No. 2013-170 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with the the City of Chula Vista. We are forwarding a certified copy of the above Resolution and two partially executed original Agreements. Please return a fully executed original Agreement to us for our files. Michael R. Dalla, CMC City Clerk Enclosures