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HomeMy WebLinkAbout2009/03/24 Item 6CITY COUNCIL AGENDA STATEMENT ~`t~~ CITY OF '~` CHUTA VISTA Mazch 24, 2009 Item ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APRROVING A FIVE YEAR . CONTRACTUAL AGREEMENT WITH SAN DIEGO FIRE-RESCUE DEPARTMENT FOR THE PROVISION OF FIRE AND EMERGENCY MEDICAL DISPATCH SERVICES FORMTHE CITY OF CHULA VISTA SUBMITTED BY: FIRE CHIEF ~L~ REVIEWED BY: CITY MANAGE d 4/STHS VOTE: YES NO X SUMMARY On December 11, 2007 the City Council directed the City Manager to enter into negotiations and execute any letters of intent or memoranda of understanding for the purpose of acquiring fire and emergency medical dispatch services from San Diego Fire-Rescue Department. Staff has successfully concluded negotiations and is requesting approval of a 5-year contractual agreement between the City of Chula Vista and San Diego Fire-Rescue Department for the provision of fire and emergency medical dispatching services for the City of Chula Vista. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act [CEQA] and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it does not involve a physical change to the environment; therefore, pursuant to Section 15060[c][3] of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION Council adopt the resolution. 6-1 March 24, 2009 Item_;~ Page 2 BOARDS/COMMISSIONS RECOMMENDATION Not Applicable. DISCUSSION On December 4, 2007 the City Council adopted the City Manager's budget reduction plan. As part of this plan, Council approved the closure of the Chula Vista Fire Communications Center (CVFCC) in an effort to generate $740,000 of yearly budgetary savings. On December 11, 2007 the City Manager presented a report prepazed by the Chula Vista Fire Department recommending to the City Council to contract with San Diego Fire-Rescue Department for fire and emergency medical dispatch services. This report recommended the transfer of fire and emergency medical dispatching services based on the following service elements that were to be provided by San Diego Fire-Rescue Department: • Dedicated dispatching staff to service City of Chula Vista calls for service • Dedicated Fire Computer Aided Dispatch (CAD) for improved dispatch performance • Automatic Vehicle Location (AVL) technology to enable the dispatch of the closest available units to calls for service resulting in improved response times • Implementation of dispatching procedures that were similaz to those employed previously by the Chula Vista Fire Communications Center (CVFCC) in order to ensure continuity of service The City Council approved the recommendations contained in the City Manager's report and directed the City Manager to enter into negotiations and execute any letters of intent or memoranda of understanding for the purpose of acquiring fire and emergency medical dispatch services from San Diego Fire-Rescue Department. In an effort to expedite the transfer of dispatching services to San Diego Fire-Rescue Department and generate the necessazy budgetary savings, the City of Chula Vista signed a letter of agreement with San Diego Fire-Rescue Department as a means of accomplishing the transfer of dispatching services. City of Chula Vista Fire Department personnel worked closely -with San Diego Fire-Rescue Department personnel to complete the transfer of dispatching services in record time. On March 3, 2008 the transfer of dispatching services was successfully achieved within the estimated costs thus ensuring the projected budgetazy savings. The City is currently receiving its fire and emergency medical dispatching services From San Diego Fire-Rescue Department. Chula Vista Fire Department personnel continue to work with San Diego Fire-Rescue Department in an effort to refine operations for better service delivery. Thus far, San Diego Fire-Rescue Department has satisfactorily met the City of Chula Vista's dispatching service requirements. Subsequent to the transfer of dispatching services, City of Chula Vista and City of San Diego attorney staffs have negotiated a contractual agreement that formalizes the City of Chula Vista's acquisition of fire and emergency medical dispatching services from San Diego Fire-Rescue Department. This agreement is effective March I, 2008 and continues to the last day in February 2013. The yearly cost of this contract to the City of Chula including labor and materials is 6-2 Mazch 24, 2009 Item~~ Page 3 $460,000. In addition, the agreement contains the following service provisions to be performed and provided by San Diego Fire-Rescue Department: 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 Chula Vista with the use of an automated TriTeeh Computer Aided Dispatch (CAD) to GEAC CAD interface. c. 800 Mhz Radio Communications System (RCS) Radio dispatch services to coordinate with Chula Vista's 800 Mhz RCS existing equipment and RCS member rights. d. Dynamic Automatic Vehicle Location (AVL/CAD) 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/CAD) driven mapping and live-routing services. g. TriTech CAD View services. h. CAD Data Collection and Reporting services that will provide pre- established data collection points and generated reports including yeazly, quarterly, monthly reports; Growth Management Oversight Commission (GMOC) data; call for service statistics and/or other incident specific data and reports as available. i. 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. j. Paging Services between TriTech and American Messaging interface. The agreement also contains the necessary indemnification, insurance and termination language that protects the interests of the City of Chula Vista and the City of San Diego. Staff is recommending that Council approve this agreement for the purpose of formalizing the City's 6-3 March 24, 2009 Remy Page 4 acquisition of fire and emergency medical dispatching services from San Diego Fire-Rescue Department. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found no property holdings within 500 feet of the boundazies of the property which is the subject of this action. FISCAL IMPACT There is no fiscal impact for adopting this resolution. Funds for this contractual agreement are contained in the current fiscal year Chula Vista Fire Department's budget. Attachment: Contractual Agreement 6-4 RESOLUTION NO.2009- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APRROVING A FIVE YEAR CONTRACTUAL AGREEMENT WITH SAN DIEGO FIRE-RESCUE DEPARTMENT FOR THE PROVISION OF FIRE AND EMERGENCY MEDICAL DISPATCH SERVICES FOR THE CITY OF CHULA VISTA WHEREAS, on December 4, 2007, the City Council adopted the City Manager's budget reduction plan; and WHEREAS, as part of this plan, Council approved the closure of the Chula Vista Fire Communications Center (CVFCC) in an effort to generate $740,000 of yearly budgetazy savings; and WHEREAS, on December 11, 2007, the City Manager presented a report prepared by the Chula Vista Fire Department recommending to the City Council to contract with San Diego Fire- Rescue Department for fire and emergency medical dispatch services; and WHEREAS, the City Council approved the recommendations contained in the City Manager's report and directed the City Manager to enter into negotiations and execute any letters of intent or memoranda of understanding for the purpose acquiring fire and emergency medical dispatch services from San Diego Fire -Rescue Department; and WHEREAS, City of Chula Vista and City of San Diego attorney staffs have negotiated a contractual agreement that formalizes the City of Chula Vista's acquisition of fire and emergency medical dispatching services from San Diego Fire-Rescue Department; and WHEREAS, this agreement is effective March 1, 2008, and continues to the last day in February 2013; and WHEREAS, the yearly cost of this contract to the City of Chula including labor and materials is $460,000; and WHEREAS, funds for this contractual agreement are contained in the current fiscal year Chula Vista Fire Department's budget and will result in no fiscal impact to the General Fund; and WHEREAS, the agreement also contains the necessary indemnification, insurance and termination language that protects the interests of the City of Chula Vista and the City of San Diego; and 6-5 Resolution No. 2009- Page 2 WHEREAS, San Diego, by way of Ordinance Number 0-2008-113, approved by its Council and Mayor, resolved that San Diego's interests would be best served by entering into an agreement with Chula Vista to provide Chula Vista with Fire And Emergency Medical Dispatch Services under the terms described in said ordinance and in accordance with the December 17, 2007, letter agreement signed by the Parties; 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 Chula Vista in order to protect the health and safety of all affected residents. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve the contractual agreement for the provision of Fire and Emergency Medical Dispatch Services with San Diego Fire-Rescue Department for the five year period Mazch 1, 2008, until the last day of February 2013, for the yearly sum of $460,00 to include persommel and materials costs. Presented by Dave Hanneman Fire Chief Approved as to form by `$art C. Miesfeld City Attorney 6-6 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL D4v~cy Bart . Miesfeld City Attorney Dated: ~ - 1 ~ - 6 Agreement between the City of San Diego and The City of Chula Vista Regarding Fire and Emergency Medical Dispatch Services 6-7 Fire and Emergency Medical Dispatch Services AGREEMENT BETWEEN THE CITY OF SAN DIEGO AND THE CITY OF CHULA VISTA 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 Chula Vista, a municipal corporation, [Chula Vista], sometimes referred to jointly herein as the Parties. RECITALS WHEREAS, San Diego and Chula Vista have organized and equipped fire departments chazged with the duty of fire protection and rescue within the limits of said Parties; and WHEREAS, Chula Vista, by way of Resolution Number 2007-289, approved by its Council and Mayor, resolved that Chula Vista's interests would be best served by entering into an agreement with San Diego to outsoutce Chula Vista's fire and emergency medical dispatch services to San Diego; and WHEREAS, San Diego, by way of Ordinance Number 0-2008-113, approved by its Council and Mayor, resolved that San Diego's interests would be best served by entering into an agreement with Chula Vista to provide Chula Vista with Fire And Emergency Medical Dispatch Services under the terms described in said ordinance and in accordance with the December 17, 2007 letter agreement signed by the Parties; 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 Chula Vista in order to protect the health and safety of all affected residents; and WHEREAS, Chula Vista 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 aze hereby acknowledged, Chula Vista and San Diego agree as follows: A. Term of Agreement This Agreement shall be become effective as of Mazch 1, 2008, or upon its final execution by the Parties and their respective City Councils, which ever comes first, and shall be effective until the last day of February 2013, five years after its inception. 1 6-8 Fire and Emergency Medical Dispatch Services B. Obligations of the Parties 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, technological or any other necessary 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, technological, cost-saving efforts or changes. The dispatch services that will be provided include services and technology: 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: Automated Pro QA Emergency Medical Dispatching (EMD) with call downgrading features. ii. Coordinated dispatch efforts with American Medical Response (AMR) for ambulances within Chula Vista 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 Chula Vista's 800 Mhz RCS existing equipment and RCS member rights. d. Dynamic Automatic Vehicle Location (AVL/CAD) driven dispatch of closest available resource(s) to given emergency, incident type(s), and location(s). e. VisiNet Mobile Data Computer services. £ Mobile Data Computer (MDC/CAD) driven mapping and live-routing services. g. TriTech CAD View services. h. CAD Data Collection and Reporting services that will provide pre- established data collection points and generated reports including yearly, quarterly, monthly reports; Growth Management Oversight Commission (GMOC) data; call for service statistics and/or other incident specific data and reports as available. Records Management System (RMS) services that will permit a TriTech 2 6-9 Fire and Emergency Medical Dispatch Services to Firehouse interface; a download of CAD data as needed; Fire Station Alerting Services; TriTech to Westnet interface. Paging Services between TriTech and American Messaging interface. San Diego anticipates one-time installations of technology to accommodate the transition of dispatch services to the Fire Communications Center as follows: San Diego will contract with TriTech Softwaze Systems on behalf of Chula Vista to develop and install several softwaze interfaces according to mutually agreed upon Operational Specification Documents (OSD) as listed below. Chula Vista agrees to fully reimburse the City of San Diego as invoiced for these interface milestones. These interfaces include the following: a. Station Alerting. b. Fire Records Management. c. .Mobile Data Computers. d. CAD to CAD with American Medical Response. Rip and Run Printer (prints a hazd copy of incident information in the Fire Station for units to take with them on the way to a response). TriTech will bill San Diego for these interfaces in three installments. The billing statements aze as follows: a. First payment by San Diego to TriTech due at Receipt of Purchase Order in the amount of $58,644. b. Second payment by San Diego to TriTech due at Installation of Interfaces in the amount of $58,644. c. Third payment by San Diego to TriTech due upon successful completion of the Acceptance Test Plan (ATP) in the amount of $58,644. Chula Vista agrees to fully reimburse San Diego for invoiced expenses incurred by Motorola Incorporated related to the movement, installation, re-programming and operation of the 800 MHz RCS radio equipment in San Diego's Fire Communications Center. The billing statements aze as follows: a. First payment by San Diego to Motorola Incorporated due at Receipt of Purchase Order in the amount of $84,891.50. 3 6-10 Fire and Emergency Medical Dispatch Services b. Second payment by San Diego to Motorola Incorporated due at completion of Installation and Testing in the amount of $84,891.50. San Diego will hire and train four Full Time Equivalent (FTE) Fire Dispatchers to accommodate the increased call volume that is anticipated with the execution of this contract. The cost of these four FTEs (including salazy and benefits) will be paid by Chula Vista as part of the yearly contract price of $460,000. Also included in this yearly contract price is the cost of yeazly software maintenance fees and radio maintenance fees billed to San Diego from TriTech Software Systems and Motorola Incorporated. C. Manner. of Payment San Diego shall provide to Chula Vista, on a quarterly basis, a statement for services rendered under this contract and payment by Chula Vista shall be remitted 30 days thereafter. 2. 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) yeazs 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 Indemnification. The City shall defend, indemnify, and hold harmless Chula Vista, its elected officials, officers, agents, employees, and attorneys (hereinafter collectively referred to as "Chula Vista Parties") 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 such Claims azise directly or indirectly from any negligent act, error, or omission of the City, its officials, employees or agents, and not including Claims caused by the concurrent negligent act, error or omission of Chula Vista Parties, or by the sole negligence or willful misconduct of Chula Vista Parties. Chula Vista shall defend, indemnify, and hold harmless the City, its elected officials, officers, agents, employees, and attorneys (hereinafter collectively referred to as "City Parties") from and against any and all claims asserted or liabilityestablished 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 such Claims arise directly or indirectly from any negligent act, error, or omission of the County, its officials, employees, or agents, and not including Claims caused by 4 6-11 Fire and Emergency Medical Dispatch Services the concurrent negligent act, error or omission of City Parties or by the sole negligence or willful misconduct of City Parties. 2. Insurance Requirements. Chula Vista, 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. Comprehensive general liability insurance, with minimum limits of $1,000,000 per occurrence and an annual aggregate of $2,000,000, covering all personal injury, bodily injury and property damage arising out of its operation under this Agreement. Contractual liability shall include coverage of tort liability of another party to pay for bodily injury or property damage to a third person or organization. Contractual liability limitation endorsement is not acceptable. Worker's Compensation. For all of the Chula Vista's employees who aze subject to this Agreement and to the extent required by the State of California, Chula Vista shall keep in full Force and effect, a workers compensation policy. That policy shall provide a minimum of $1,000,000 of employer's liability coverage, and the Chula Vista shall provide an endorsement that the insurer waives the right of subrogation against San Diego and its respective elected officials, officers, employees, agents and representatives. d. Rating Requirements. All insurance required by express provision of this Agreement shall be carved only by responsible insurance companies that have been given at least an "A" & "V" rating in the current AM BEST, that aze licensed to do business in the State of California, and that have been approved by San Diego. e. Deductibles. All deductibles on any policy shall be the responsibility of Chula Vista. f. Specific Provisions Required. Each policy required under this section shall expressly provide, and an endorsement shall be submitted to San Diego, that: i. 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 5 6-12 Fire and Emergency Medical Dispatch Services Additional Insured status must be reflected on additional insured endorsement form CG 20 10, or equivalent, which shall be submitted to San Diego. ii. Primary and Non-Contributory Coverage. The policy or policies must be endorsed to provide that the insurance afforded by the Commercial General Liability policy or policies is primary to any insurance or self-insurance of the City of San Diego and its elected officials, officers, employees, agents and representatives as respects operations of the Named Insured. Any insurance maintained by the City of San Diego and its elected officials, officers, employees, agents and representatives shall be in excess of Consultant's insurance and shall not contribute to it. iii. The policies cannot be canceled, non-renewed or materially changed except after thirty (30) calendaz days prior written notice by the Chula Vista 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. iv. Before performing any services under this Agreement, Chula Vista shall provide San Diego with all Certificates of Insurance accompanied with all endorsements. v. Chula Vista may obtain additional insurance not required by this Agreement. If any required insurance coverage is provided on a "claims made" rather than "occurrence" form, Chula Vista shall maintain such insurance coverage for three (3) yeazs after expiration of the term{and any extensions) of this Agreement. If Chula Vista does not keep all of such insurance policies in full force and effect at all times during the temm 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 days after the receipt of the notice by the noticed party. F. Right to Terminate for Default 6 6-13 Fire and Emergency Medical Dispatch Services If Chula Vista fails to perform or adequately perform any obligation required by this Agreement, Chula Vista's failure constitutes a Default. If Chula Vista fails to satisfactorily cure a Default within thirty (30) calendaz days of receiving written notice from San Diego specifying the nature of the Default, San Diego may immediately cancel and/or terminate this Agreement, and terminate each and every right of Chula Vista, and any person claiming any rights by or through the Chula Vista under this Agreement. The rights and remedies of San Diego enumerated in this pazagraph aze cumulative and shall not limit San Diego'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 San Diego against Chula Vista. 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 particulaz parties, the following requirements shall apply: Drug-Free Workplace. Chula Vista 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. Chula Vista 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. Chula Vista shall comply with San Diego's Equal Opportunity Contracting Program Consultant Requirements. Chula Vista shall not discriminate against any employee or applicant for employment on any basis prohibited by law. Chula Vista 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 Chula Vista liable for any discriminatory practice of its Subcontractors. Non-Discrimination Ordinance. Chula Vista 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. Chula Vista shall provide equal opportunity for Subcontractors to participate in subcontracting opportunities. Chula Vista 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 7 6-14 Fire and Emergency Medical Dispatch Services sanctions. This language shall be in contracts between the Chula Vista and any Subcontractors, vendors and suppliers. c. Compliance Investigations. Upon San Diego's request, the Chula Vista 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 Chula Vista has used in the past five (5) yeazs on any of its contracts that were undertaken within San Diego County, including the total dollaz amount paid by Chula Vista for each subcontract or supply contract. Chula Vista further agrees to fully cooperate in any investigation conducted by San Diego pursuant to San Diego's Nondiscrimination in Contracting Ordinance [San Diego Municipal Code sections 22.3501- 22.3517]. Chula Vista 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 Chula Vista up to and including contract termination, debarment, and other sanctions for violation of the provisions of the Nondiscrimination in Contracting Ordinance. Chula Vista 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 Chula Vista 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 Chula Vista 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 Chula Vista to complete one or more statements of economic interest disclosing relevant financial interests. Upon San Diego's request, Chula Vista shall submit the necessary documents to San Diego. Chula Vista 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 appeazance of being, motivated by the desire for private gain for themselves or others, particulazly those with whom they have family, business or other relationships. 2. In connection with any task, Chula Vista shall not recommend or specify any product, supplier, or contractor with whom Chula Vista has a direct or indirect financial or organizational interest or relationship that would violate conflict of interest laws, regulations, or policies. 8 6-15 Fire and Emergency Medical Dispatch Services If Chula Vista 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 Chula Vista to liability to San Diego for attorney fees and all damages sustained as a result of the violation. Mandatory Assistance If a third party dispute arises out of, or relates in any way to the services provided under this Agreement, upon San Diego's request, Chula Vista, its agents, officers, and employees agree to assist in resolving the dispute. Chula Vista's assistance includes, but is not limited to, providing professional consultations, attending mediations, azbitrations, or any event related to the dispute resolution. 1. Compensation for Mandatory Assistance. San Diego will reimburse Chula Vista 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 Chula Vista 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 Chula Vista 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 assistance, Chula Vista or .its agents, officers, and employees may incur expenses and/or costs. Chula Vista agrees that any attorney fees it may incur as a result of assistance provided under this Section are not reimbursable. K. Jurisdiction and Venue 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. 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: Contract Extensions This Contract may be extended for five (5) additional one (1) yeaz periods by written agreement of the parties, and subject to the Mayor's authorization of a contract extension relative to each one yeaz extension. 9 6-16 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 Chula Vista. I HEREBY CERTIFY that I can legally bind the City of Chula Vista, a municipal corporation, and that I have read all of this Agreement and have executed it on behalf of the City of Chula Vista, a municipal corporation, this day of , 2009. By Name Title Date Signed City of San Diego, A Municipal Corporation By Name Title Date Signed I HEREBY APPROVE the form and legality of the foregoing Agreement this day of 2009. JAN I. GOLDSMITH City Attorney By Rachel C. Lipsky Deputy City Attorney I HEREBY APPROVE the form and legality of the foregoing Agreement this day of 2009. Bart Miesfeld City Attorney for Chula Vista 10 6-17 Fire and Emergency Medical Dispatch Services Attachments to Agreement: Attachment A -Insurance Certificates Attachment B - Attachment C - Attachment D - 11 6-18