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HomeMy WebLinkAbout2013 CON City of San Diego - Fire and Emergency Medical Dispatch ServicesNOTE TO FILE 10-15-15 IN THE MATTER OF: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with the City of San Diego regarding Fire and Emergency Medical Dispatch Services in the not to exceed amount of $230,124. Please note the following: 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. Planning Engineering Police Finance Public Works X Fire Fire and Emergency Medical Dispatch Services AGREEMENT BETWEEN THE CITY OF SAN DIEGO AND THE CITY OF NATIONAL CITY REGARDING FIRE AND EMERGENCY MEDICAL DISPATCH SERVICES THIS AGREEMENT is entered by and between the City of San Diego, a municipal corporation, [San Diego] and the City of National City, a municipal corporation, [National City], sometimes referred to jointly herein as the Parties. RECITALS WHEREAS, San Diego and National City have organized and equipped fire departments charged with the duty of fire protection and rescue within the limits of said Cities; and WHEREAS, National City, by way of Resolution Number 2012-248, approved by its Council and Mayor, resolved that National City's interests would be best served by joining the Metro Zone; and WHEREAS, National City's interests would be best served by entering into an agreement with San Diego to provide National City with fire and emergency medical dispatch services under the terms described in this Agreement; and WHEREAS, San Diego's interests would be best served by entering into an agreement with National City to provide National City with fire and emergency medical dispatch services under the terms described in this Agreement; and WHEREAS, it would be to the benefit of each party and in the best interests of the citizens of the respective jurisdictions for San Diego to provide fire and emergency medical dispatch services to National City in order to increase the health and safety of all affected residents; and WHEREAS, National City desires and intends per the terms of this contract to pay San Diego for services. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, National City and San Diego agree as follows: A. Term of Agreement This Agreement shall be become effective as of July 1, 2013 or upon its final execution by the Parties, which ever comes first, and shall be effective until the last day of June 2018, five (5) years after its inception. 1 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services B. Obligations of the Parties l . The service descriptions herein outline specific aspects of service relevant to the performance of the emergency dispatch services by San Diego. To the extent that safety or technological changes warrant an amendment of the specific service or method employed to provide the Fire and Emergency Medical Dispatch Services contemplated herein, neither Party may unreasonably refuse to implement safety or technological changes. The dispatch services that will be provided include: a. Processing all fire and medical related emergency calls via the 911 Secondary Public Safety Answering Point (PSAP). b. Triaging medical calls using the Emergency Medical Dispatch process which includes: i. Automated Pro QA Emergency Medical Dispatching (EMD) with call downgrading features. ii. Coordinated dispatch efforts with American Medical Response (AMR) for ambulances within National City with the use of an automated TriTech Computer Aided Dispatch (CAD) to GEAC CAD interface. c. 800 Mhz Radio Communications System (RCS) Radio dispatch services to coordinate with National City's 800 Mhz RCS existing equipment and RCS member rights. d. Dynamic Automatic Vehicle Location (AVL) driven dispatch of closest available resource(s) to given emergency, incident type(s), and location(s). e. VisiNet Mobile Data Computer services. f. Mobile Data Computer (MDC) driven mapping and live -routing services. g. TriTech CAD View services. CAD Data Collection and Reporting services that will provide pre- established data collection points and generated reports including yearly, quarterly, monthly reports; call for service statistics and/or other incident specific data and reports as available. h. Records Management System (RMS) services that will permit a TriTech to Firehouse interface; a download of CAD data as needed; Fire Station Alerting Services; TriTech to Westnet interface. Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services i. Paging Services between TriTech and American Messaging interface. C. Payment 1. Dispatching Fee: National City will owe San Diego an annual dispatching fee for services rendered under this Agreement of $222,300. National shall pay this dispatching fee on a quarterly basis in the amount of $55,575 per quarter. Not included in this dispatching fee is the cost of yearly MDC software license fees ($300 per license per year), monthly MDC modem fees ($504 per modem per year) and monthly pager fees ($120 per pager per year). These on -going costs will be added to the yearly dispatching fee dependent on the actual costs per year and divided amongst the quarterly payments. 2. Dispatching Fee Increases: On average, the National City call volume is 7,376 incidents per year. The annual dispatching fee will be increased should National City's call volume on the emergency dispatch system exceed the amount originally contemplated by this agreement by 5% or more. The percentage increase in the annual dispatching fee will be equal to the percentage increase of National City's Call volume. Any increase in the annual dispatching fee shall be spread evenly throughout the next agreement year's quarterly payments. 3. Dispatching Fee Payment Due Date: San Diego shall provide to National City, on a quarterly basis, a statement for services rendered under this contract and payment by National City shall be remitted 30 days thereafter. 4. Records: The Parties shall maintain books, records, logs, documents, and other evidence sufficient to record all actions taken with respect to rendering services under this Agreement throughout the performance of services and for ten (10) years following completion of services under this Agreement. The parties further agree to allow for mutual inspection, copying and auditing of such books, records, documents and other evidence at all reasonable times. D. Indemnification and Insurance 1. Indemnification: National City shall defend, indemnify, and hold harmless San Diego, its elected officials, officers, agents, employees, and attorneys from and against any and all claims asserted or liability established for damages or injuries to any person or property (hereinafter collectively referred to as "Claims") related to or arising out of this Agreement or the work performed pursuant to this Agreement, but only to the extent that such Claims arise directly or indirectly from any negligent act, error, or omission of National City, its officials, officers, agents, or employees, and not including Claims caused by the concurrent negligent act, error or omission or the sole negligence or willful misconduct of San Diego, its elected officials, officers, agents, employees, and attorneys. San Diego shall defend, indemnify, and hold harmless National City, its elected officials, officers, agents, employees, and attorneys from and against any and all 3 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services claims asserted or liability established for damages or injuries to any person or property (hereinafter collectively referred to as "Claims") related to or arising out of this Agreement or the work performed pursuant to this Agreement, but only to the extent that such Claims arise directly or indirectly from any negligent act, error, or omission of San Diego, its officials, officers, agents, or employees, and not including Claims caused by the concurrent negligent act, error or omission or the sole negligence or willful misconduct of National City, its elected officials, officers, agents, employees, and attorneys. 2. Insurance Requirements. National City, at its sole cost and expense, shall purchase and maintain in full force and effect during the term of the Agreement, and all amendments to the Agreement, the following insurance coverage: a. Commercial Automobile Liability. Automobile insurance covering damages for all bodily injury or property damage incurred during the performance of this Agreement, with a minimum combined single limit of $1,000,000. Such automobile insurance shall include hired and non -owned vehicles. b. Commercial General Liability. National City is self -insured pursuant to the rules and regulations applicable in the State of California. c. Worker's Compensation. National City is self -insured pursuant to the rules and regulations applicable in the State of California. d. Rating Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that have been given at least an "A" & "V" rating in the current AM BEST, that are licensed to do business in the State of California, and that have been approved by the City. e. Deductibles. National City will be responsible for any Self -Insured Retention (SIR) associated with its specific policies. f. Specific Provisions Required. Each policy required under this section shall expressly provide, and an endorsement shall be submitted to San Diego, that: Except as to Workers Compensation, the City of San Diego and its respective elected officials, officers, employees, agents, and representatives shall be named as additional insured. San Diego's Additional Insured status must be reflected on additional insured endorsement form CG 20 10, or equivalent, which shall be submitted to San Diego. ii. The policies cannot be canceled, non -renewed or materially changed except after thirty (30) calendar days prior written notice 4 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services by the National City to San Diego by certified mail, as reflected in an endorsement which shall be submitted to San Diego except for non-payment of premium, in which case ten (10) days notice will be provided. iii. Before performing any services under this Agreement, National City shall provide San Diego with all Certificates of Insurance accompanied with all endorsements. iv. National City may obtain additional insurance not required by this Agreement. If any required insurance coverage is provided on a "claims made" rather than "occurrence" form, National City shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement. If National City does not keep all of such insurance policies in full force and effect at all times during the term of this Agreement, San Diego may elect to treat the failure to maintain the requisite insurance as a breach of the contract and terminate the Agreement as provided herein. E. Right to Terminate for Convenience Either party may terminate the services agreed to pursuant to this contract by giving written notice of such termination to the other party. Such notice shall be delivered by certified mail with return receipt for delivery to the noticing party. The termination of the services shall be effective thirty (30) days after the receipt of this notice by the noticed party. F. Right to Terminate for Default If either party fails to perform or adequately perform any obligation required by this Agreement, that party's failure constitutes a Default. If the defaulting party fails to satisfactorily cure a Default within ten (10) calendar days of receiving written notice from the other party specifying the nature of the Default, the non -defaulting party may immediately cancel and/or terminate this Agreement, and terminate each and every right of the defaulting party, and any person claiming any rights by or through the defaulting party under this Agreement. The rights and remedies of the non -defaulting party enumerated in this paragraph are cumulative and shall not limit the non -defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of this Agreement or enacted or established at a later date, that may be available to the non -defaulting party against the defaulting party. 5 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services G. City of San Diego Contract Requirements To the extent appropriate in light of the rights and duties specified in this contract, and as applicable to particular parties, the following requirements shall apply: 1. Drug -Free Workplace. National City agrees to comply with San Diego's Drug -Free Workplace requirements set forth in Council Policy 100-17, adopted by San Diego Resolution R-277952 and incorporated into this Agreement by this reference. 2. ADA Certification. National City hereby certifies that it agrees to comply with San Diego's Americans With Disabilities Act Compliance/City Contracts requirements set forth in Council Policy 100-04, adopted by San Diego Resolution R-282153 and incorporated into this Agreement by this reference. 3. Non -Discrimination Requirements. a. Compliance with San Diego's Equal Opportunity Contracting Program. National City shall comply with San Diego's Equal Opportunity Contracting Program Consultant Requirements. National City shall not discriminate against any employee or applicant for employment on any basis prohibited by law. National City shall provide equal opportunity in all employment practices. The Consultant shall ensure that its Subcontractors comply with San Diego's Equal Opportunity Contracting Program Consultant Requirements. Nothing in this Section shall be interpreted to hold National City liable for any discriminatory practice of its Subcontractors. b. Non -Discrimination Ordinance. National City shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treatment of Subcontractors, vendors or suppliers. National City shall provide equal opportunity for Subcontractors to participate in subcontracting opportunities. National City understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in contract termination, debarment, and other sanctions. This language shall be in contracts between the National City and any Subcontractors, vendors and suppliers. c. Compliance Investigations. Upon San Diego's request, the National City agrees to provide to San Diego, within sixty (60) calendar days, a truthful and complete list of the names of all Subcontractors, vendors, and suppliers that National City has used in the past five (5) years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by National City for each subcontract or supply contract. National City further agrees to fully cooperate in any investigation conducted by San Diego pursuant to San Diego's 6 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services Nondiscrimination in Contracting Ordinance [San Diego Municipal Code sections 22.3501-22.3517]. National City understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in remedies being ordered against National City up to and including contract termination, debarment, and other sanctions for violation of the provisions of the Nondiscrimination in Contracting Ordinance. National City further understands and agrees that the procedures, remedies and sanctions provided for in the Nondiscrimination Ordinance apply only to violations of said Nondiscrimination Ordinance. H. Product Endorsement National City acknowledges and agrees to comply with the provisions of San Diego's Administrative Regulation 95-65, concerning product endorsement. Any advertisement identifying or referring to San Diego as the user of a product or service requires the prior written approval of San Diego. I. Conflict of Interest National City is subject to all federal, state and local conflict of interest laws, regulations and policies applicable to public contracts and procurement practices including, but not limited to, California Government Code sections 1090, et. seq. and 81000, et. seq. San Diego may determine that a conflict of interest code requires National City to complete one or more statements of economic interest disclosing relevant financial interests. Upon San Diego's request, National City shall submit the necessary documents to San Diego. 1. National City shall establish and make known to its employees and agents appropriate safeguards to prohibit employees from using their positions for a purpose that is, or that gives the appearance of being, motivated by the desire for private gain for themselves or others, particularly those with whom they have family, business or other relationships. 2. In connection with any task, National City shall not recommend or specify any product, supplier, or contractor with whom National City has a direct or indirect financial or organizational interest or relationship that would violate conflict of interest laws, regulations, or policies. 3. If National City violates any conflict of interest laws or any of these provisions in this Section, the violation shall be grounds for immediate termination of this Agreement. Further, the violation subjects National City to liability to San Diego for attorney fees and all damages sustained as a result of the violation. J. Mandatory Assistance If a third party dispute or litigation, or both, arises out of, or relates in any way to the services provided under this Agreement, upon San Diego's request, National City, its agents, officers, and employees agree to assist in resolving the dispute or litigation. National City's assistance includes, but is not limited to, providing professional 7 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services consultations, attending mediations, arbitrations, depositions, trials or any event related to the dispute resolution and/or litigation. 1. Compensation for Mandatory Assistance. San Diego will reimburse National City for any fees and expenses incurred for required Mandatory Assistance as Additional Services. San Diego in its sole discretion, shall determine whether these fees, expenses, and services rendered under this Section, were necessary due to National City or its agents', officers', and employees' conduct or failure to act. If San Diego determines that such fees, expenses, or services were necessary due to National City or its agents', officers', and employees' conduct, in part or in whole, San Diego is entitled to be reimbursed for any payments made for these fees, expenses, or services. Reimbursement may be through any legal means necessary, including San Diego's withholding of payment. 2. Attorney Fees related to Mandatory Assistance. In providing San Diego with dispute or litigation assistance, National City or its agents, officers, and employees may incur expenses and/or costs. National City agrees that any attorney fees it may incur as a result of assistance provided under this Section are not reimbursable. K. Jurisdiction, Venue, and Attorney's Fees The venue for any suit or proceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shall be in the County of San Diego, State of California. The prevailing Party in any such suit or proceeding shall be entitled to a reasonable award of attorney's fees in addition to any other award made in such suit or proceeding. L. Severability The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. M. Extensions This Agreement may be extended for four (4) additional one (1) year periods by written agreement of the parties, and subject to the Mayor's authorization of a contract extension relative to each one year extension. N. Amendments This Agreement may only be amended in writing signed by both parties. 8 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services IN WITNESS WHEREOF, this agreement is executed by the City of San Diego, acting by and through its Mayor or his designee, pursuant to San Diego City Charter section 265 and San Diego Municipal Code section 22.3222, and by the City of National City. I HEREBY CERTIFY that I can legally bind the City of National City, a municipal corporation, and that I have read all of this Agreement and have executed it on behalf of the City of National CC, a municipal corporation, this 4th day of June, 2013. on Morrison, Mayor of National City Date Signed: June 4, 2013 I HEREBY APPROVE the form of the foregoing agreement on behalf of National City this 4th day of June, 2013. Claudia Gacitua Silva C,�� A o = ey, Nation On behalf By: Name: Title: Date Signed: 134o& FIL,Of e, I HEREBY APPROVE the form and legality of the foregoing agreement on behalf of the City of San Diego this R day of Yc.(`j , 2013. Jan I. Goldsmi City Attorn / City of San D. Noah : razier, Dep 9 Not for Profit or Agency Agreement June 4, 2013 RESOLUTION NO. 2013 — 77 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE CITY OF SAN DIEGO REGARDING FIRE AND EMERGENCY MEDICAL DISPATCH SERVICES IN THE NOT TO EXCEED AMOUNT OF $230,124 WHEREAS, the Cities of San Diego and National City have organized and equipped fire departments charged with the duty of fire protection and rescue within the limits of said cities; and WHEREAS, on December 18, 2012, the City Council adopted Resolution Number 2012-248, authorizing the Mayor to execute a Letter of Intent notifying Heartland Communications Facility Authority of National City's intent to withdraw/terminate fire, rescue, and emergency medical dispatch services; and WHEREAS, National City's interests would be best served by entering into the Agreement Regarding Fire and Emergency Medical Dispatch Services with the City of San Diego to provide National City with fire and emergency medical dispatch services for the not to exceed amount of $230,124; and WHEREAS, the term of the Agreement shall become effective as of July 1, 2013, or upon its final execution by the Parties, whichever comes first, and shall expire on June 30, 2018, five (5) years after its inception. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute the Agreement Regarding Fire and Emergency Medical Dispatch Services with the City of San Diego to provide National City with fire and emergency medical dispatch services from July 1, 2013 through June 30, 2018, for the not to exceed amount of $230,124. ATTEST: Michael R. Della, Ci y Clerk PASSED and ADOPTED this 4th day of Ju ROV= ' AS TO FORM: u• . tua Silva City Attor Ron Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on June 4, 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 Cl rk of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2013-77 of the City of National City, California, passed and adopted by the Council of said City on June 4, 2013. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT C. MEETING DATE: June 4, 2013 AGENDA ITEM NO. 7 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to sign an Agreement between the City of San Diego and City of National City to provide fire and emergency medical dispatch services for a term of 5 years starting on July 1, 2013 at a cost of $230,124. (Fire) PREPARED BY: Frank Parra DEPARTMENT: F - = ent PHONE: 619-336-4551 APPROVED BY: EXPLANATION: The City has contracted with Heartland Communications Facility Authority (HCFA) for fire and emergency medical dispatch services since February 7, 1995. When the National City Fire Department (NCFD) first entered into this agreement we were operational members of the Central Zone, but two years ago there was an operational adjustment and we are now members in the Metro Zone, which includes San Diego, Chula Vista, Miramar, Coronado, Imperial Beach, San Pasqual, Federal Fire, and Poway. The NCFD believes that National City's interests would be best served by entering into an agreement with San Diego to provide National City's fire and emergency medical dispatch services in the Metro Zone. In order to do that, the City notified HCFA of its intent to withdraw/terminate fire and emergency medical dispatch services as of June 30, 2013 with Resolution # 2012-248. The City will owe San Diego an annual dispatching fee for services of $230,124. The City will have savings of approximately $50,000. The NCFD would now like the City Council to authorize the Mayor to sign an Agreement between the City of San Diego and City of National City regarding fire and emergency medical dispatch services. The term of the Agreement will become effective as of July 1, 2013 for five (5) years until June 30, 2018. FINANCIAL STATEMENT: APPROVED: Alt mance ACCOUNT NO. The City will owe San Diego an annual dispatching fee for services of $230,124. The City will have savings of approximately $50,000. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: MIS STAFF RECOMMENDATION: Staff recommends authorizing the Mayor to sign an Agreement between the City of San Diego and City of National City regarding fire and emergency medical dispatch services for a term of 5 years starting on July 1, 2013 at a cost of $230,124. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Agreement between the City of San Diego and City of National City regarding fire and emergency medical dispatch services 2. Resolution Fire and Emergency Medical Dispatch Services AGREEMENT BETWEEN THE CITY OF SAN DIEGO AND THE CITY OF NATIONAL CITY REGARDING FIRE AND EMERGENCY MEDICAL DISPATCH SERVICES THIS AGREEMENT is entered by and between the City of San Diego, a municipal corporation, [San Diego] and the City of National City, a municipal corporation, [National City], sometimes referred to jointly herein as the Parties. RECITALS WHEREAS, San Diego and National City have organized and equipped fire departments charged with the duty of fire protection and rescue within the limits of said Cities; and WHEREAS, National City, by way of Resolution Number 2012-248, approved by its Council and Mayor, resolved that National City's interests would be best served by joining the Metro Zone; and WHEREAS, National City's interests would be best served by entering into an agreement with San Diego to provide National City with fire and emergency medical dispatch services under the terms described in this Agreement; and WHEREAS, San Diego's interests would be best served by entering into an agreement with National City to provide National City with fire and emergency medical dispatch services under the terms described in this Agreement; and WHEREAS, it would be to the benefit of each party and in the best interests of the citizens of the respective jurisdictions for San Diego to provide fire and emergency medical dispatch services to National City in order to increase the health and safety of all affected residents; and WHEREAS, National City desires and intends per the terms of this contract to pay San Diego for services. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, National City and San Diego agree as follows: A. Term of Agreement This Agreement shall be become effective as of July 1, 2013 or upon its final execution by the Parties, which ever comes first, and shall be effective until the last day of June 2018, five (5) years after its inception. 1 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services B. Obligations of the Parties 1. The service descriptions herein outline specific aspects of service relevant to the performance of the emergency dispatch services by San Diego. To the extent that safety or technological changes warrant an amendment of the specific service or method employed to provide the Fire and Emergency Medical Dispatch Services contemplated herein, neither Party may unreasonably refuse to implement safety or technological changes. The dispatch services that will be provided include: a. Processing all fire and medical related emergency calls via the 911 Secondary Public Safety Answering Point (P SAP). b. Triaging medical calls using the Emergency Medical Dispatch process which includes: i. Automated Pro QA Emergency Medical Dispatching (EMD) with call downgrading features. ii. Coordinated dispatch efforts with American Medical Response (AMR) for ambulances within National City with the use of an automated TriTech Computer Aided Dispatch (CAD) to GEAC CAD interface. c. 800 Mhz Radio Communications System (RCS) Radio dispatch services to coordinate with National City's 800 Mhz RCS existing equipment and RCS member rights. d. Dynamic Automatic Vehicle Location (AVL) driven dispatch of closest available resource(s) to given emergency, incident type(s), and location(s). e. f. g. VisiNet Mobile Data Computer services. Mobile Data Computer (MDC) driven mapping and live -routing services. TriTech CAD View services. CAD Data Collection and Reporting services that will provide pre- established data collection points and generated reports including yearly, quarterly, monthly reports; call for service statistics and/or other incident specific data and reports as available. h. Records Management System (RMS) services that will permit a TriTech to Firehouse interface; a download of CAD data as needed; Fire Station Alerting Services; TriTech to Westnet interface. 2 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services i. Paging Services between TriTech and American Messaging interface. C. Payment 1. Dispatching Fee: National City will owe San Diego an annual dispatching fee for services rendered under this Agreement of $222,300. National shall pay this dispatching fee on a quarterly basis in the amount of $55,575 per quarter. Not included in this dispatching fee is the cost of yearly MDC software license fees ($300 per license per year), monthly MDC modem fees ($504 per modem per year) and monthly pager fees ($120 per pager per year). These on -going costs will be added to the yearly dispatching fee dependent on the actual costs per year and divided amongst the quarterly payments. 2. Dispatching Fee Increases: On average, the National City call volume is 7,376 incidents per year. The annual dispatching fee will be increased should National City's call volume on the emergency dispatch system exceed the amount originally contemplated by this agreement by 5% or more. The percentage increase in the annual dispatching fee will be equal to the percentage increase of National City's Call volume. Any increase in the annual dispatching fee shall be spread evenly throughout the next agreement year's quarterly payments. 3. Dispatching Fee Payment Due Date: San Diego shall provide to National City, on a quarterly basis, a statement for services rendered under this contract and payment by National City shall be remitted 30 days thereafter. 4. Records: The Parties shall maintain books, records, logs, documents, and other evidence sufficient to record all actions taken with respect to rendering services under this Agreement throughout the performance of services and for ten (10) years following completion of services under this Agreement. The parties further agree to allow for mutual inspection, copying and auditing of such books, records, documents and other evidence at all reasonable times. D. Indemnification and Insurance 1. Indemnification: National City shall defend, indemnify, and hold harmless San Diego, its elected officials, officers, agents, employees, and attorneys from and against any and all claims asserted or liability established for damages or injuries to any person or property (hereinafter collectively referred to as "Claims") related to or arising out of this Agreement or the work performed pursuant to this Agreement, but only to the extent that such Claims arise directly or indirectly from any negligent act, error, or omission of National City, its officials, officers, agents, or employees, and not including Claims caused by the concurrent negligent act, error or omission or the sole negligence or willful misconduct of San Diego, its elected officials, officers, agents, employees, and attorneys. San Diego shall defend, indemnify, and hold harmless National City, its elected officials, officers, agents, employees, and attorneys from and against any and all 3 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services claims asserted or liability established for damages or injuries to any person or property (hereinafter collectively referred to as "Claims") related to or arising out of this Agreement or the work performed pursuant to this Agreement, but only to the extent that such Claims arise directly or indirectly from any negligent act, error, or omission of San Diego, its officials, officers, agents, or employees, and not including Claims caused by the concurrent negligent act, error or omission or the sole negligence or willful misconduct of National City, its elected officials, officers, agents, employees, and attorneys. 2. Insurance Requirements. National City, at its sole cost and expense, shall purchase and maintain in full force and effect during the term of the Agreement, and all amendments to the Agreement, the following insurance coverage: a. Commercial Automobile Liability. Automobile insurance covering damages for all bodily injury or property damage incurred during the performance of this Agreement, with a minimum combined single limit of $1,000,000. Such automobile insurance shall include hired and non -owned vehicles. b. Commercial General Liability. National City is self -insured pursuant to the rules and regulations applicable in the State of California. c. Worker's Compensation. National City is self -insured pursuant to the rules and regulations applicable in the State of California. d. Rating Requirements. All insurance required by express provision of this Agreement shall be carried only by responsible insurance companies that have been given at least an "A" & "V" rating in the current AM BEST, that are licensed to do business in the State of California, and that have been approved by the City. e. Deductibles. National City will be responsible for any Self -Insured Retention (SIR) associated with its specific policies. f. Specific Provisions Required. Each policy required under this section shall expressly provide, and an endorsement shall be submitted to San Diego, that: Except as to Workers Compensation, the City of San Diego and its respective elected officials, officers, employees, agents, and representatives shall be named as additional insured. San Diego's Additional Insured status must be reflected on additional insured endorsement form CG 20 10, or equivalent, which shall be submitted to San Diego. ii. The policies cannot be canceled, non -renewed or materially changed except after thirty (30) calendar days prior written notice 4 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services by the National City to San Diego by certified mail, as reflected in an endorsement which shall be submitted to San Diego except for non-payment of premium, in which case ten (10) days notice will be provided. iii. Before performing any services under this Agreement, National City shall provide San Diego with all Certificates of Insurance accompanied with all endorsements. iv. National City may obtain additional insurance not required by this Agreement. If any required insurance coverage is provided on a "claims made" rather than "occurrence" form, National City shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement. If National City does not keep all of such insurance policies in full force and effect at all times during the term of this Agreement, San Diego may elect to treat the failure to maintain the requisite insurance as a breach of the contract and terminate the Agreement as provided herein. E. Right to Terminate for Convenience Either party may terminate the services agreed to pursuant to this contract by giving written notice of such termination to the other party. Such notice shall be delivered by certified mail with return receipt for delivery to the noticing party. The termination of the services shall be effective thirty (30) days after the receipt of this notice by the noticed party. F. Right to Terminate for Default If either party fails to perform or adequately perform any obligation required by this Agreement, that party's failure constitutes a Default. If the defaulting party fails to satisfactorily cure a Default within ten (10) calendar days of receiving written notice from the other party specifying the nature of the Default, the non -defaulting party may immediately cancel and/or terminate this Agreement, and terminate each and every right of the defaulting party, and any person claiming any rights by or through the defaulting party under this Agreement. The rights and remedies of the non -defaulting party enumerated in this paragraph are cumulative and shall not limit the non -defaulting party's rights under any other provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity, existing as of the date of this Agreement or enacted or established at a later date, that may be available to the non -defaulting party against the defaulting party. 5 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services G. City of San Diego Contract Requirements To the extent appropriate in light of the rights and duties specified in this contract, and as applicable to particular parties, the following requirements shall apply: 1. Drug -Free Workplace. National City agrees to comply with San Diego's Drug -Free Workplace requirements set forth in Council Policy 100-17, adopted by San Diego Resolution R-277952 and incorporated into this Agreement by this reference. 2. ADA Certification. National City hereby certifies that it agrees to comply with San Diego's Americans With Disabilities Act Compliance/City Contracts requirements set forth in Council Policy 100-04, adopted by San Diego Resolution R-282153 and incorporated into this Agreement by this reference. 3. Non -Discrimination Requirements. a. Compliance with San Diego's Equal Opportunity Contracting Program. National City shall comply with San Diego's Equal Opportunity Contracting Program Consultant Requirements. National City shall not discriminate against any employee or applicant for employment on any basis prohibited by law. National City shall provide equal opportunity in all employment practices. The Consultant shall ensure that its Subcontractors comply with San Diego's Equal Opportunity Contracting Program Consultant Requirements. Nothing in this Section shall be interpreted to hold National City liable for any discriminatory practice of its Subcontractors. b. Non -Discrimination Ordinance. National City shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treatment of Subcontractors, vendors or suppliers. National City shall provide equal opportunity for Subcontractors to participate in subcontracting opportunities. National City understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in contract termination, debarment, and other sanctions. This language shall be in contracts between the National City and any Subcontractors, vendors and suppliers. c. Compliance Investigations. Upon San Diego's request, the National City agrees to provide to San Diego, within sixty (60) calendar days, a truthful and complete list of the names of all Subcontractors, vendors, and suppliers that National City has used in the past five (5) years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by National City for each subcontract or supply contract. National City further agrees to fully cooperate in any investigation conducted by San Diego pursuant to San Diego's 6 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services Nondiscrimination in Contracting Ordinance [San Diego Municipal Code sections 22.3501-22.3517]. National City understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in remedies being ordered against National City up to and including contract termination, debarment, and other sanctions for violation of the provisions of the Nondiscrimination in Contracting Ordinance. National City further understands and agrees that the procedures, remedies and sanctions provided for in the Nondiscrimination Ordinance apply only to violations of said Nondiscrimination Ordinance. H. Product Endorsement National City acknowledges and agrees to comply with the provisions of San Diego's Administrative Regulation 95-65, concerning product endorsement. Any advertisement identifying or referring to San Diego as the user of a product or service requires the prior written approval of San Diego. I. Conflict of Interest National City is subject to all federal, state and local conflict of interest laws, regulations and policies applicable to public contracts and procurement practices including, but not limited to, California Government Code sections 1090, et. seq. and 81000, et. seq. San Diego may determine that a conflict of interest code requires National City to complete one or more statements of economic interest disclosing relevant financial interests. Upon San Diego's request, National City shall submit the necessary documents to San Diego. 1. National City shall establish and make known to its employees and agents appropriate safeguards to prohibit employees from using their positions for a purpose that is, or that gives the appearance of being, motivated by the desire for private gain for themselves or others, particularly those with whom they have family, business or other relationships. 2. In connection with any task, National City shall not recommend or specify any product, supplier, or contractor with whom National City has a direct or indirect financial or organizational interest or relationship that would violate conflict of interest laws, regulations, or policies. 3. If National City violates any conflict of interest laws or any of these provisions in this Section, the violation shall be grounds for immediate termination of this Agreement. Further, the violation subjects National City to liability to San Diego for attorney fees and all damages sustained as a result of the violation. J. Mandatory Assistance If a third party dispute or litigation, or both, arises out of, or relates in any way to the services provided under this Agreement, upon San Diego's request, National City, its agents, officers, and employees agree to assist in resolving the dispute or litigation. National City's assistance includes, but is not limited to, providing professional 7 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services consultations, attending mediations, arbitrations, depositions, trials or any event related to the dispute resolution and/or litigation. 1. Compensation for Mandatory Assistance. San Diego will reimburse National City for any fees and expenses incurred for required Mandatory Assistance as Additional Services. San Diego in its sole discretion, shall determine whether these fees, expenses, and services rendered under this Section, were necessary due to National City or its agents', officers', and employees' conduct or failure to act. If San Diego determines that such fees, expenses, or services were necessary due to National City or its agents', officers', and employees' conduct, in part or in whole, San Diego is entitled to be reimbursed for any payments made for these fees, expenses, or services. Reimbursement may be through any legal means necessary, including San Diego's withholding of payment. 2. Attorney Fees related to Mandatory Assistance. In providing San Diego with dispute or litigation assistance, National City or its agents, officers, and employees may incur expenses and/or costs. National City agrees that any attorney fees it may incur as a result of assistance provided under this Section are not reimbursable. K. Jurisdiction, Venue, and Attorney's Fees The venue for any suit or proceeding concerning this Agreement, the interpretation or application of any of its terms, or any related disputes shall be in the County of San Diego, State of California. The prevailing Party in any such suit or proceeding shall be entitled to a reasonable award of attorney's fees in addition to any other award made in such suit or proceeding. L. Severability The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. M. Extensions This Agreement may be extended for four (4) additional one (1) year periods by written agreement of the parties, and subject to the Mayor's authorization of a contract extension relative to each one year extension. N. Amendments This Agreement may only be amended in writing signed by both parties. 8 Not for Profit or Agency Agreement June 4, 2013 Fire and Emergency Medical Dispatch Services IN WITNESS WHEREOF, this agreement is executed by the City of San Diego, acting by and through its Mayor or his designee, pursuant to San Diego City Charter section 265 and San Diego Municipal Code section 22.3222, and by the City of National City. I HEREBY CERTIFY that I can legally bind the City of National City, a municipal corporation, and that I have read all of this Agreement and have executed it on behalf of the City of National City, a municipal corporation, this 4th day of June, 2013. By: Ron Morrison, Mayor of National City Date Signed: June 4, 2013 I HEREBY APPROVE the form of the foregoing agreement on behalf of National City this 4th day of June, 2013. Claudia Gacitua Silva City Attorney, National City On behalf of the City of San Diego: By: Name: Title: Date Signed: I HEREBY APPROVE the form and legality of the foregoing agreement on behalf of the City of San Diego this day of , 2013. Jan I. Goldsmith City Attorney, City of San Diego Noah Brazier, Deputy City Attorney 9 Not for Profit or Agency Agreement June 4, 2013 RESOLUTION NO. 2013 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE CITY OF SAN DIEGO REGARDING FIRE AND EMERGENCY MEDICAL DISPATCH SERVICES IN THE NOT TO EXCEED AMOUNT OF $230,124 WHEREAS, the Cities of San Diego and National City have organized and equipped fire departments charged with the duty of fire protection and rescue within the limits of said cities; and WHEREAS, on December 18, 2012, the City Council adopted Resolution Number 2012-248, authorizing the Mayor to execute a Letter of Intent notifying Heartland Communications Facility Authority of National City's intent to withdraw/terminate fire, rescue, and emergency medical dispatch services; and WHEREAS, National City's interests would be best served by entering into the Agreement Regarding Fire and Emergency Medical Dispatch Services with the City of San Diego to provide National City with fire and emergency medical dispatch services for the not to exceed amount of $230,124; and WHEREAS, the term of the Agreement shall become effective as of July 1, 2013, or upon its final execution by the Parties, whichever comes first, and shall expire on June 30, 2018, five (5) years after its inception. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute the Agreement Regarding Fire and Emergency Medical Dispatch Services with the City of San Diego to provide National City with fire and emergency medical dispatch services from July 1, 2013 through June 30, 2018, for the not to exceed amount of $230,124. PASSED and ADOPTED this 4th day of June, 2013. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Esther Clemente From: Mike Dalla Sent: Tuesday, August 11, 2015 11:00 AM To: Esther Clemente Subject: FW: Fire & Emergency Medical Dispatch Services FYI From: Frank Parra Sent: Monday, August 10, 2015 5:45 PM To: Infantino, Susan <Slnfantino@sandiego.gov>; Lynn, Tracy <TLynn@sandiego.gov> Cc: Mike Dalla <MDalla@nationalcityca.gov> Subject: RE: Fire & Emergency Medical Dispatch Services Thank you very much, the City Clerk will still need an original signed copy for City Records. I have cc'd him on this email: Frank From: Infantino, Susan [mailto:Slnfantino@sandiego.gov] Sent: Monday, August 10, 2015 9:58 AM To: Frank Parra <FParra@nationalcityca.gov>; Lynn, Tracy <TLynn@sandiego.gov> Subject: RE: Fire & Emergency Medical Dispatch Services See attached. Happy Monday! From: Frank Parra [mailto:FParra@nationalcityca.gov] Sent: Wednesday, August 05, 2015 3:25 PM To: Infantino, Susan; Lynn, Tracy Subject: FW: Fire & Emergency Medical Dispatch Services Hello my favorite communications center friends, I went to input our Dispatch agreement into our new tracking software and found that we have yet to receive the signed agreement back from the San Diego City Attorney's Office. Please see attachment, our City Clerk has sent reminders... Francisco " Frank " Parra Director of Emergency Services 1243 National City Boulevard National City, CA 91950-4301 Ph. 619-336-4550 Cell 619-726-6547 1 From: Esther Clemente Sent: Tuesday, August 04, 2015 4:51 PM To: Frank Parra <FParra@nationalcityca.gov> Subject: Fire & Emergency Medical Dispatch Services Mr. Parra, Here it is ... Esther Esther B. Ceemente Office of the City Clerk City of National City 619-336-4228 phone CALIFORNIA .— NATIONAL CITY h / -- ,Nuo RMOw AT CY The City Hall is Open Monday —Thursday, 7:00 a.m. - 6:00 p.m. We are Closed on Fridays. www.nationalcityca.gov 2 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 June 19, 2013 Mr. Noah Brazier Deputy City Attorney City of San Diego 1200 Third Avenue, Suite 1620 San Diego, CA 92101 Dear Mr. Brazier, On June 4th, 2013, Resolution No. 2013-77 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with the City of San Diego. 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 cc: Fire Dept.