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HomeMy WebLinkAboutSANDAG; 2014-11-07; 5004447MEMORANDUM OF AGREEMENT AMONG THE SAN DIEGO ASSOCIATION OF GOVERNMENTS, THE COUNTV' OF SAN DIEGO, THE CITIES OF CHULA VISTA, CORONADO, EL CAJON, LA MESA, NATIONAL CITY, CARLSBAD, AND SAN DIEGO, THE METROPOLITAN TRANSIT SYSTEM, THE NORTH COUNTY TRANSIT DISTRICT, THE SAN DIEGO UNIFIED PORT DISTRICT GOVERNING GRAFFITI TRACKER, INC. BILLING AND SUPPORT SANDAG CONTRACT NO. 5004447 This Memorandum of Agreement ("MOA") is made and entered into effective as of this day of A^0\/. j^014. by and among the San Diego Association of Governments ("SANDAG"), . the County of San Diego ("County"), the Cities of Chula Vista, Coronado, El Cajon, La Mesa, National City, Carlsbad, and San Diego, the Metropolitan Transit System, the North County Transit District, and The San Diego Unified Port District (collectively, "Participating Agencies") forthe purpose of establishing a framework for billing and support ofthe Graffiti Tracker, Inc. software. Individually, SANDAG, the County, and each ofthe Participating Agencies may be referred to as "Party" and collectively as "Parties." RECITALS 1. The Parties recognize that reduction or elimination of neighborhood graffiti is a regional quality of life issue; and 2. The County entered into a contract with Graffiti Tracker, Inc. in 2009 (Contract No. 527855, attached as Exhibit A) for the use of graffiti tracking software to aid in the apprehension of repeat offenders, provide faster clean-up, and deter individuals from vandalizing personal and public property ("Graffiti Tracking Program"); and 3. The Graffiti Tracking Program's success prompted other agencies to join this regional effort, resulting in the provision of Graffiti Tracker services to Participating Agencies pursuant to an amendment to Contract No. 527855 In 2011; and 4. The County has been responsible for administration of Contract No. 527855, including timely payment of amounts due to Graffiti Tracker, Inc. for services utilized by both the County and Participating Agencies; and 5. The County will continue to administer Contract No. 527855, including the timely payment of amounts due to Graffiti Tracker, Inc.; and 6. SANDAG added the Graffiti Tracker Promotion Project to the Regional Operations and Services area of emphasis in the FY 2014 SANDAG Budget to promote usage of the Graffiti Tracking program regionally and provide user and liaison support; and 7. Each Participating Agency continues to utilize the benefits of the Graffiti Tracker Program to document and reduce the incidence of graffiti within its jurisdiction; and 8. SANDAG currently invoices Participating Agencies for other law enforcement-related support services; and 9. The County has requested that SANDAG invoice Participating Agencies for their use of the Graffiti Tracker Program together with the existing invoices for law enforcement-related support services; and 10. Each Participating Agency's use ofthe Graffiti Tracking program shall be determined by the method described below; and 11. The Parties wish to memorialize their agreement in this MOA to carry out the purposes set forth above. AGREEMENT NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: THE COUNTY AGREES; 1. At least thirty (30) days priorto the beginning ofthe fiscal year (July 1 to June 30) for which billing will occur, the County shall provide SANDAG with a list of the Graffiti Tracker Program Participating Agencies. 2. The County shall continue to administer Contract No. 527855, to which neither SANDAG nor any Participating Agency is a party. The County shall retain responsibility for collecting delinquent payments, which includes all payments not received by SANDAG. SANDAG AGREES: 3. SANDAG shall invoice the Participating Agencies once at the beginning of each fiscal year (July 1 to June 30) for each Participating Agency's share of the Graffiti Tracker Program costs. SANDAG shall remit to the County twice annually all payments received from Participating Agencies since the last remittal and provide a list of delinquent payments. SANDAG shall remit payments to: County of San Diego, Sheriff's Department Attention: Contract Manager 9621 Ridgehaven Court San Diego, CA 92123 THE PARTICIPATING AGENCIES AGREE: 4. The Participating Agencies shall remit payment payable to SANDAG within thirty (30) days of receipt of invoice. Participating Agencies shall remit payments to: San Diego Association of Governments Attention: ARJIS 401 B Street, Suite 800 San Diego, CA 92101 THE PARTIES MUTUALLY AGREE: 5. Allocation of Costs. The respective shares of the Graffiti Tracker Program costs are allocated between the Participating Agencies, collectively, and the County in accordance with Contract No. 527855 and its accompanying amendments. a. SANDAG shall not invoice the County for its share of the Graffiti Tracker Program costs. b. The Participating Agencies' total share as provided by Contract No. 527855 shall be allocated among the Participating Agencies according to the following method of calculation: Participating Agencies' total share multiplied by each Participating Agency's proportionate share of the total population served by the Graffiti Tracker Program. SANDAG shall calculate each Participating Agency's share ofthe Graffiti Tracker Program costs using the most recent annual population estimates promulgated by the California Department of Finance. In the event that a Participating Agency is a special district or other public agency such that a population figure is not susceptible to determination, that Participating Agency shall pay a fixed fee of five thousand ($5,000.00) dollars annually toward the Participating Agency total share of Graffiti Tracker Program costs. Any fixed fees shall be deducted from the Participating Agency total share prior to calculating the remaining Participating Agencies' shares of Graffiti Tracker Progtam cubLi by lhe method of calculation describied above. 6. Addition of Participating Agencies. Both SANDAG and the County shall have the authority to add additional Participating Agencies to the Graffiti Tracker Program with the consent of the other, whose consent shall not be unreasonably withheld. The County shall bear the responsibility of amending Contract No. 527855 to reflect the participation of additional agencies as part of its retained responsibility of administering Contract No. 527855. All Participating Agencies added to the Graffiti Tracker Program shall sign this MOA and be bound by these terms and conditions. Each Participating Agencies' share of the Program costs shall be recalculated when a Participating Agency joins the Graffiti Tracker Program according to the method above and the next invoice shall reflect the new allocation of costs. 7. Graffiti Tracker Cameras. The County shall store Graffiti Tracker cameras that are not in use. Participating Agencies shall coordinate with the County to obtain additional Graffiti Tracker cameras or to replace malfunctioning cameras or portions thereof. A request for an additional camera will be filled from the inventory of Graffiti Tracker cameras not in use. Should all Graffiti Tracker cameras be in use by the Graffiti Tracker Program, the County shall so notify the requesting Participating Agency, which may elect to order a new Graffiti Tracker camera from Graffiti Tracker, Inc. under Contract No. 527855. The costs of new Graffiti Tracker cameras and replacement parts will be borne by the requesting Participating Agency and billed on the following invoice. 8. The Role of SANDAG. The SANDAG role with respect to the Graffiti Tracker Program shall be limited to invoicing and receiving payments from Participating Agencies, forwarding such payments to the County, and providing regional support to the Graffiti Tracker Program, including the capture of metrics on system usage and production of reports for Participating Agencies; identifying trends and patterns; accomplishing customer outreach and training to encourage system usage; exploring the expansion of the Graffiti Tracker Program to other agencies where graffiti is a problem; and collaborating with the County of San Diego Office of the District Attorney to obtain statistics on restitution funds resulting from the Graffiti Tracker Program. SANDAG shall not own or control any of the data from, provided to, or used by Participating Agencies in the Graffiti Tracker Program other than those documents or data it creates pursuant to this Section. 9. Notice. Any notice required or permitted under this MOA may be personally served on any of the Parties by the Party giving notice, or may be served by first class mail, return receipt requested, to the addresses provided in Exhibit B, "Agency Contacts." If no name is listed for a jurisdiction in Exhibit B, then the agency's signatory, or his or her successor, shall suffice as a valid agency contact. 10. Modification. No alteration or variation of the terms of this MOA shall be valid, unless made in writing and signed by the Parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the Parties hereto. 11. Termination. Any Party may terminate its participation in this MOA by providing thirty (30) days written notice of such termination to both the County and SANDAG. a. Termination of participation by one or more of the Participating Agencies shall not affect the terms, conditions, and provisions of the MOA with respect to the other Parties still participating in the MOA, other than a recalculation of costs as between the remaining Participating Agencies effective upon the following invoice. Upon the effective date of termination of participation underthis subsection, the terminating Party shall cease its use of the Graffiti Tracker Program. Within thirty (30) days of the effective date of termination, the Participating Agency shall return to the County any Graffiti Tracker cameras in its possession, unless the Participating Agency paid for an additional camera pursuant to Section 7 ofthis MOA. There will be no refund of amounts already received by SANDAG. b. Termination by SANDAG or the County shall terminate the entire MOA. Notice of termination of the entire MOA shall also be provided to the Participating Agencies prior to the effective date of termination. Within thirty (30) days of the effective date of termination, SANDAG shall remit to the County any Graffiti Tracker Program payments received from Participating Agencies that are in its possession. All Parties shall cease their use ofthe Graffiti Tracker Program upon the effective date of termination under this subsection. All Parties shall return any Graffiti Tracker cameras in their possession to the County, unless the Participating Agency paid for an additional Graffiti Tracker camera pursuant to Section 7 of this MOA. Any funds remaining in the Graffiti Tracker Program following termination of this MOA shall be refunded to the County and the Participating Agencies in the same manner as the costs were allocated. 12. Defense and Indemnity. The following indemnification provisions of this MOA shall survive termination. a. Claims Arising From Sole Acts or Omissions of a Partv Each Party to this MOA hereby agrees to defend and indemnify the other Parties to this MOA, their agents, officers, and employees, from any claim, action, or proceeding against the other Parties, arising solely out of its own acts or omissions in the performance of this MOA. At each Party's sole discretion, each Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve any Party of any obligation imposed by this MOA. Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. b. Claims Arising From Concurrent Acts or Omissions The Parties hereby agree to defend themselves from any claim, action, or proceeding arising out of the concurrent acts or omissions of the Parties. In such cases. Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in Paragraph d below. c. Joint Defense Notwithstanding Paragraph b above, in cases where Parties agree in writing to a joint defense, Parties may appoint joint defense counsel to defend the claim, action, or proceeding arising out of the concurrent acts or omissions of Parties. Joint defense counsel shall be selected by mutual agreement of Parties. Parties agree to share the costs of such joint defense and any agreed settlement in equal amounts, except as provided in Paragraph 4 below. Parties further agree that no Party may bind the others to a settlement agreement without the written consent of the others. d. Reimbursement and/or Reallocation Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. 13. General Provisions. a. All obligations of the Parties under the terms of this MOA are subject to the appropriation ofthe required resources by their respective governing bodies. b. This MOA shall be interpreted in accordance with the laws of the State of California. d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO aaffc of Itw Boart of SupMvtson TO FORM AND LEGALITY: Senior TTINGILL County Counsel SAN DIEGO ASSOCIATION OF GOVERNMENTS GARY L. GALLEGOS Executive Director or designee THE CITY OF CHULA VISTA A|«RMid andtor auttioriwd punMiMl to Oouniy ol aMipltBO AdtMnkMraHwt Ood* Iia. D-OJM JAMES D. SANDOVAL City Manager Signatures continued on next page d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO APPROVED AS TO FORM AND LEGALITY: THOMAS J. PASTU5KA Clerk of the Board of Supervisors WILLIAM L. PETTINGILL Senior Deputy County Counsel SMLOIEGO ASSOCIATION OF jSCVERNMENTS QmidCnMm^ GARY L. GALLEGOSy // y^ecutiv;^irectot/or designee THE CITY OF CHULA VISTA JAMES D. SANDOVAL City Manager Signatures continued on next page d. For the purposes of this MOA, the relationship of the Parties is that of independent entities and not as agents of each other or as joint venturers or partners. The Parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. e. Nothing in the provisions of this MOA is intended to create duties or obligations to or rights in third parties to this MOA or affect the legal liability of the Parties to this MOA to third parties. f. This MOA may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. g. This MOA shall be deemed executed on the date on which the last Party signs this MOA. IN WITNESS WHEREOF, the Parties hereto have executed this MOA effective on the day and year first above written. COUNTY OF SAN DIEGO APPROVED AS TO FORM AND LEGALITY: THOMAS J. PASTUSKA Clerk of the Board of Supervisors WILLIAM L. PETTINGILL Senior Deputy County Counsel SAN DIEGO ASSOCIATION OF GOVERNMENTS GARY L. GALLEGOS Executive Director or designee S D. SANDOVAL 'y Manager Signatures continued on next page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON LIFORDK DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E.WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITY OF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E.WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager THE CITYOF SAN DIEGO SCOTT CHADWICK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CORONADO BLAIR KING City Manager THE CITY OF EL CAJON DOUGLAS WILLIFORD City Manager THE CITY OF LA MESA DAVID E. WITT City Manager THE CITY OF NATIONAL CITY LESLIE DEESE City Manager AN DIEGO SCOTT CMMJWflCK Chief Operating Officer Signatures continued on next page Contract No. 5004447 Graffiti Tracker MOA additional signature page THE CITY OF CARLSBAD STEVE SARKOZY/ / IAJ City Manager ^ METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director SAN DIEGO UNIFIED PORT DISTRICT JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page METROPOLITAN TRANSIT SYSTEM PAUL imioH§i Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT- MATTHEW O.TUCKER Executive Director UNIFIED PORT OF SAN DIEGO JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director UNIFIED PORT OF SAN DIEGO JOHN A. BOLDUC Vice President, Public Safety Contract No. 5004447 Graffiti Tracker MOA additional signature page METROPOLITAN TRANSIT SYSTEM PAUL JABLONSKI Chief Executive Officer NORTH COUNTY TRANSIT DISTRICT MATTHEW O. TUCKER Executive Director SAN DLEGOiiNl/EDf PORT DISTRICT MARK G. STAINBROOK Acting Chief of Harbor Police Contract No. 5004447 Graffiti Tracker MOA additional signature page