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HomeMy WebLinkAbout2010/03/23 Item 1 CITY COUNCIL AGENDA STATEMENT ~\{f:. CITY OF "'f (HULA VISTA MARCH 23, 2010, ltemL SUBMITTED BY: REVIEWED BY: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH ARCHONIX SYSTEMS, LLC FOR MAINTENANCE AND SUPPORT OF THE COMPUTER AIDED DISPATCH SYSTEM. DIRECTOR OF ~ATION TECHNOLOGY SERVIC~ CITY MANAGE'1 ITEM TITLE: 4/5THS VOTE: YES D NO 0 SUMMARY The City installed the Computer Aided Dispatch System in 1998 and has had a maintenance contract for service and support since 1999. Our original maintenance agreement ran from 1999 to June 30, 2005. It was renewed in June 2005 and that agreement expires on June 30, 2010. This agreement will extend the date until June 30, 2015. ENVIRONMENT AL REVIEW The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that there is no possibility that the activity may have a significant effect on the environment because the activity is renewal of a computer CAD system maintenance contract only; therefore, pursuant to Section 15061(b)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. RECOMMENDATION Council adopt the resolution. BOARDS/COMMISSION RECOMMENDATION Not Applicable DISCUSSION 1 -1 MARCH 23, 2010, Item-1_ Page 2 of2 In 1998 staff installed a Computer Aided Dispatch System for the Police and Fire Departments. This system greatly enhanced the dispatching opefation. Since the time of its original installation, the vendor has made many modifications and enhancements at our request. These include an automated interface to the City's GIS system to more efficiently update the CAD GEOFILE with the City's new streets, an interface to the PEl Mapstar system, a new MDC interface for the Police Department vehicles as well as other high- priority enhancements. The vendor is currently working on an interface to the new NetRMS system that the City is installing in conjunction with the County of San Diego and the Sheriff's Department. In addition, the vendor makes improvements and enhancements to the product based upon changing technology, user input or for other reasons. In addition to maintenance services, the vendor provides Chula Vista with 24 hours a dayl7 day a week support for their product. While ITS is the first line of defense and is on-call for all issues related to CAD, the vendor is always available to us should problems arise that need additional expertise. This arrangement is critical to ensuring that the Police Dispatchers are always operating at peak efficiency. Archonix Systems LLC acquired the CAD software from our previous vendor, Cross Current Corporation and the existing maintenance contract has been assumed by them. Archonix is strictly a public safety software company with a large customer base throughout the country. Our dealings with them since the acquisition have been positive and we expect them to continue to be positive. DECISION MAKER CONFLICT StatY has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations section 1 8704.2(a)(l) is not applicable to this decision. CURRENT YEAR FISCAL IMPACT There is no fiscal impact to the current fiscal year since this maintenance agreement will not take effect until 7/1/2010. ONGOING FISCAL IMPACT The funds for the maintenance of the CAD system are budgeted in the Information Technology Services Budget and is approximately $139,000 annually. Increases are capped at CPI or 5%, whichever is lower. ATTACHMENTS Archonix Maintenance Agreement Prepared by: Louie Vignapiano, ITS Director, ITS Department 1-2 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH ARCHONIX SYSTEMS, LLC FOR MAINTENANCE AND SUPPORT OF THE COMPUTER AIDED DISPATCH SYSTEM WHEREAS, in 1998 staff installed a Computer Aided Dispatch System for the Police and Fire Departments; and WHEREAS, since the time of its original installation, the vendor has made many modifications and enhancements at our request; and WHEREAS, such modifications and enhancements include an automated interface to the City's GIS system to more efficiently update the CAD GEOFILE with the City's new streets, an interface to the PEl Mapstar system, a new MDC interface for the Police Department vehicles as well as other high-priority enhancements; and WHEREAS, the vendor is currently working on an interface to the new NetRMS system that the City is installing in conjunction with the County of San Diego and the Sheriffs Department; and WHEREAS, in addition to maintenance services, the vendor provides Chula Vista with 24 hours a dayl7 day a week support for their product, and WHEREAS, while ITS is the first line of defense and is on-call for all issues related to CAD, the vendor is always available to us should problems arise that need additional expertise; and WHEREAS, this arrangement is critical to ensuring that the Police Dispatchers are always operating at peak efficiency; and WHEREAS, Archonix Systems LLC acquired the CAD software from our previous vendor, Cross Current Corporation and the existing maintenance contract has been assumed by them; and WHEREAS, Archonix is strictly a public safety software company with a large customer base throughout the country/ NOW, THEREFORE, BE IT RESOLVED by the City Council of the City ofChula Vista that it approves an Agreement with Archonix Systems, LLC for maintenance and support of the computer aided dispatch system. 1-3 Presented by: Louie Vignapiano Director ofInformation Technology Services Approved as to form by: ~C-~_ Bart Miesfeld ;--., p </7 City Attorney (./ '" 'r 1-4 THE A TT ACHED 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 ~~ ~---. Bart C. Miesfeld City Attorney Dated: 1 - I (' - t' 0 SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND ARCHONIX SYSTEMS, LLC FOR CITY'S ccCAD SOFTWARE PRODUCT 1-5 SOFTWARE MAINTENANCE AND TECHNICAL SUPPORT AGREEMENT between City of Chula Vista and Archonix Systems, LLC for City's ccCAD Software Product This agreement ("Agreement"), dated , 2010 for the purposes of reference only, and effective as of the date last executed is between the City of Chula Vista, as such ("City"), a municipal chartered corporation of the State of California, whose business form is City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 and Archonix Systems, LLC, as such ("Archonix" or "Vendor"), whose business form, telephone and facsimile numbers are as follows: Archonix Systems, LLC 17000 Commerce Parkway, Suite C Mt. Laurel, New Jersey 08054 856-787-0020 phone 856-787-0060 fax The "Agreement" is made with reference to the following facts: Whereas, the City wishes to retain Archonix Systems to provide 24x7 software maintenance and technical support for its ccCAD system; and Whereas, the services provided under this Agreement will generally include ccCAD application and technical telephone support, ccCAD remote system access, ccCAD software fIxes, and periodic ccCAD software releases; and Whereas, Vendor warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the goods and services required of Vendor to City within the time frames herein provided - all in accordance with the terms and conditions of this Agreement; 1. SUPPORT 1.1 In performing any of Vendor's Duties under this agreement, Vendor shall perform and provide them in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. ccCAD Software Support and Maintenance 1-6 Page 1 of 11 1.2 Vendor agrees to provide 24x7, twenty-four (24) hours a day by seven (7) days a week, ccCAD Software Maintenance support to the City CAD center. 1.3 This ccCAD Software Maintenance Agreement is based on the following: Number of Servers and Workstations Two (2) CAD Servers One (1) MDC Server One (1) Archive Server Three (3) PYRO Servers (used for various interfaces) Eleven (11) Workstations Site lnterfaces E911 lnterface GIS-GEO Import Tool PEl Mapstar Interface 1.4 The services provided under this Agreement are limited to the ccCAD software product only. Maintenance of the following are outside the scope of work and not included in this Agreement: hardware, network hardware and software, CAD interface hardware, any third party software and custom Crystal Reports. In addition, the Agreement's scope of work does not include on-site support to install new ccCAD releases. 1.5 Vendor shall establish and maintain an organization and process to provide the following types of support: . ccCAD application questions . ccCAD application problems . ccCAD modem support or VPN support through PC Anywhere or comparable product for remote access and troubleshooting . Windows 2000/2003 server support as it pertains to ccCAD systems operations and administration . ccCAD software fixes . Periodic ccCAD software releases. 1.6 Vendor shall use its best efforts to cure, as described below, reported and reproducible problems, including performance deficiencies, with the ccCAD software. Vendor shall utilize the following four (4) impact levels to categorize reported issues: Level A Impact is defined as: The impact of the reported problem is such that the City is unable to either use the ccCAD software or reasonably continue work using the software. Or, important features of the software are not working properly and there are no acceptable, alternative solutions. Even though other areas of the software are not impacted, the reported deficiency has created a significant, negative impact on the City's productivity or service level. ccCAD Software Support and Maintenance 1-7 Page 2 of 11 Note: "Reproducible" means consistently repeatable by following the same steps each time. For Level A problems, Vendor will commence work on resolving the deficiency within one (IJ hour of notification, but only on business days during the hours of 8:00am to 5:00pm (Pacific Time]. During all other times, the Vendor shall commence work within two (2] hours. Regardless of response time, Vendor will engage staff until an acceptable resolution is achieved. Level B Impact is dermed as: The impact of the reported problem is such that important features of the ccCAD software carmot directly be accessed or used as intended, but a workaround exists which enables use of the feature. Or, non-essential features of the Software are unavailable with no altemative solution. The impact to City, regardless of product usage, is a significant loss of operational functionality or implementation resources. For Level B problems, Vendor will provide support on business days during the hours of 8:00am to 5:00pm (Pacific TimeJ and will commence work on resolving the deficiency within two (2] hours of notification. Work will continue on the problem until an acceptable resolution is achieved. Level C Impact is defined as: Those situations where the City submits a software information request, software enhancement or documentation clarification, which has no operational impact. Or, a reproducible problem that is in a non-essential feature of the ccCAD software program is reported. The implementation or use of the software by the City is continuing and there is a minimal (negative] impact on productivity. For Level C issues, Vendor will provide support on business days during the hours of 8:00am to 5:00pm (Pacific TimeJ and will respond within one (lJ day of notification. Correction of a problem shall be via subsequent regularly scheduled ccCAD version releases, unless an earlier ccCAD release ("software patch"J is agreed to by Vendor and the City. Level D Impact is defined as: Those situations where there is no impact or a de rrununus impact to the usefulness of the ccCAD software. For example, reproducible cosmetic issues relating to data entry or other non-critical application issues fall into this category. For Level D issues, Vendor will provide support on business days during the hours of 8:00am to 5:00pm (Pacific Time] and will respond within one (I] week of notification. ccCAD Software Support and Maintenance 1-8 Page 3 of 11 Correction of Level D problems, if warranted, shall be via subsequent ccCAD version releases. Non-reproducible problems: Non-reproducible problems/issues will be monitored and Vendor shall continue to troubleshoot these problems on a best effort basis. 1.8 Vendor shall not be responsible for any problems related to unauthorized use of third party software with the ccCAD system. Vendor, at its discretion and if requested by the City in writing, may charge on a time and materials basis, to correct any such problems. 1.9 With respect to Level A problems, Vendor may, with the concurrence of the City, elect to send senior support or development staff to the City's location to accelerate problem resolution. Vendor shall be responsible for the costs associated with this escalated problem resolution, if the problem is determined to be related to supported ccCAD software. If it is determined that the problem was not related to the supported software, the City agrees to pay reasonable travel and lodging expenses in addition to Vendor's standard consulting rates (see "Additional Support Rates" in the Compensation section]. Travel time will be charged at consulting rates, but all other time not spent troubleshooting the problem is not billable. 2. MAINTENANCE During the term of this agreement, Vendor will provide the City with copyrighted patches, updates, releases and new versions of the covered ccCAD software along with other generally available technical material. These maintenance materials including the software may not be used to increase the licensed number of versions or copies of the software. All patches, updates, release and new versions shall be subject to any license agreement related to the Software. 3. CITY'S DUTIES 3.1 City shall be responsible for: 3.1.1 Providing specific, detailed information regarding ccCAD software bugs in order to enable Vendor to determine the required course of action. Bugs which are not readily reproducible will be resolved by Vendor on a best effort basis, with the understanding that non-reproducible bugs may remain unresolved until the source of the problem can be identified. City is responsible to implement any reasonable instructions given by Vendor regarding the resolution of problems or bugs. 3.1.2 Security and accuracy of input/output data, operating procedures, audit controls, and restart and recovery routines. ccCAD Software Support and Maintenance 1-9 Page 4 of 11 3.1.3 All ccCAD data and system me backups, recommended to be performed on a daily basis. 3.1.4 Proper use 2000/2003 accordance instructions. and understanding of ccCAD and Microsoft Windows server and Active Directory System Administration in with proper training and applicable manuals and 3.1.5 Loading all ccCAD updates. Release Notes are provided with each ccCAD update. At City's request, Vendor can provide assistance in loading new ccCAD releases. This service is available on a time and materials basis. 3.1.6 Obtaining and maintaining software support for all products which are used in conjunction with ccCAD, but are supported by other vendors: Pervasive SQL Server and Client software, Symantec PC Anywhere, Replistor, Ultrabac and Crystal Reports. 3.1.7 Support and maintenance agreements for these products are outside the scope of this Agreement. 3.1.8 Coordination of City intemal training and the training of City users. 3.1.9 Operations, administration, and maintenance of all ccCAD related software and hardware. This includes, but is not limited to, LAN, WAN, workstations, servers, IDD, E911, Atomic Clock, and Uninterruptable Power Supply (UPSJ. 3.2 1f City fails to fulfill their responsibilities listed above and Vendor performs any of these tasks, Vendor, at its discretion, will charge on a time and materials basis as set forth in this Agreements Compensation section. 4. TERM 4.1 This Agreement shall become effective July I, 2010 ("Effective Date"J. The Agreement's initial term shall run for a period of one (1) year from the Effective Date and shall automatically renew for four additional, consecutive one (1) year periods (until June 30, 2015J. 4.2 Notwithstanding the paragraph above, City may terminate this Agreement at any time and for any reason, by giving specific written notice to Vendor of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents, software patches, delivered goods and other materials described hereinabove may be continued to be used by the City. Furthermore, the City shall be entitled to a refund of the prorated amount left on this Agreement, even if the Agreement is set to expire at a later date (i.e., City pre- paid and terminates with three months left on a one-year Agreement term - City should receive 25% refund of cost of Agreement). 1f the Agreement is ccCAD Software Support and Maintenance 1-10 Page 5 of II terminated by City as provided in this paragraph, Vendor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents, goods and other materials produced up until the effective date of such termination. Vendor hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 5. TERMINATION OF AGREEMENT FOR CAUSE If, through any cause, Vendor shall fail to fulfill in a timely and proper manner Vendor's obligations under this Agreement, or if Vendor shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Vendor of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, software, data, studies, surveys, drawings, maps, reports and other materials prepared or delivered by Vendor shall become the property of or may continued to be used by the City, and Vendor shall be entitled to receive just and equitable compensation for any goods delivered or any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Vendor's breach. 6. HOLD HARMLESS Vendor shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attomeys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Vendor, and Vendor's employees, subcontractors or other persons, agencies or firms for whom Vendor is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attomeys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Vendor, its employees, agents or officers, or any third party. With respect to losses arising from Vendor's professional errors or omissions, Vendor shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attomeys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Vendor's indemnification shall include any and all costs, expenses, attomeys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Vendor's obligations ccCAD Software Support and Maintenance 1-11 Page 6 of 11 under this Section shall not be limited by any prior or subsequent declaration by the Vendor. Vendor's obligations under this Section shall survive the termination of this Agreement. 7. ERRORS AND OMISSIONS In the event that the City Administrator determines that the Vendor's negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Vendor shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 8. CONFIDENTIALITY Except as required by law [including the California Public Records Act), each party will protect the other's Confidential Information from unauthorized dissemination and use with the same degree of care that each party uses to protect its own like information but in no event less than reasonable care. Neither party will use the other's Confidential Information for purposes other than those necessary to further the purposes of this Agreement. Neither party will disclose to third parties the other's Confidential Information without the prior written consent of the other party. The parties' obligations hereunder with. respect to Confidential Information shall survive the expiration or earlier termination of this Agreement. Source code and source materials shall automatically be considered Confidential Information. 9. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, software applications and any other materials or properties produced under this Agreement shall become the property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Vendor in the United States or in any other country without the express written consent of City. Notwithstanding the foregoing, any Vendor pre-existing proprietary software, tools, methodologies, specifications, drawings, sketches, models, samples, records, documentation, works of authorship or creative works, general modules, algorithms, routines, classes, objects, methods, techniques, processes, generalized ideas, concepts, know how, methods or skills, including any of the foregoing which is gained or learned during the course of Vendor's creation, installation and operation of the custom Intranet-based application [collectively, the "Pre-Existing Vendor Property") shall be and remain the sole property of Vendor. Vendor hereby grants to the City a non-exclusive, non-transferable, world wide permanent paid-up license to make, have made, use, have used, reproduce and modify the Pre-Existing Vendor Property as the ccCAD Software Support and Maintenance 1-12 Page 7 of 11 same are incorporated into Vendor's work product for City, only for the purpose of City's internal use. 10. INSURANCE 10.1 Vendor represents that it and its agents and staff employed by it in connection with the products and services required to be delivered/performed, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: . Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage. . Commercial General Liability Insurance including Business Automobile and Errors and Omissions Insurance coverage in the amount of $1,000,000, combined single limit applied separately to each project away from premises owned or rented by Vendor, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ["Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ["Cross-liability Coverage"]. 10.2 Proof of Insurance Coverage . Certificates of Insurance. Vendor shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. . Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Vendor's Commercial General Liability Insurance Policy, Vendor shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the City's Risk Manager. 11. COMPENSATION 11.1 For performance of all of the Vendor's Duties by Vendor, as herein required, City shall pay, on an annual basis, an amount equal to one hundred thirty- eight thousand seven hundred ninety-eight dollars [$138,798) [hereinafter "Annual Support Fee"]. City shall pay the fee monthly based on 1/12 of the applicable Annual Support Fee for that year. 11.2 The Annual Support Fee for each subsequent year shall be based on the previous year's Annual Support Fee multiplied by an inflation factor which is ccCAD Software Support and Maintenance 1-13 Page 8 of 11 tied to the Consumer Price Index. No single-year increase shall exceed five percent [5%J. The CPl to use shall be the All Urban Users [CPl-UJ indicated by the "All items" index under "Expenditure Category" within the table called "San Diego, CA Semiannual News Release" for the most recent twelve (12) month period for which data is available. If the CPl decreases, the Annual Support Fee shall be reduced accordingly [with no limit on the amount of the decrease). 11.3 Additionally, separate charges may apply for work requests beyond the scope of this Agreement. For those items, Vendor may charge on a time and materials basis as set forth below [with an allowance for annual inflationary increases which shall be calculated using the formula set forth in the previous paragraph). If a work request requires a Vendor representative to be on site in Chula Vista, then all reasonable travel expenses shall be billed at cost, but according to the guidelines set forth below: Additional Support Rates . City shall pay Vendor for the productive hours of time spent by Vendor at a rate of one hundred forty-five dollars ($145J per hour per person. Only those individuals needed to complete the work request, in City specified time frame, shall be utilized. . Hotel accommodations will be reimbursed at cost, but may not exceed one hundred twenty-five dollars ($125) per night. . Airfare will be reimbursed at cost for the lowest available coach airfare. To determine the lowest available coach airfare, the date Vendor agreed to perform the out-of-scope work request shall be used as a benchmark. . Meals will be reimbursed at cost, up to a maximum of thirty five dollars ($35) per day per person. 11.4 All billings submitted by Vendor shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper. 12. ADMINISTRATION OF CONTRACT Each party designates the individuals ["Contract Administrators"J indicated below as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. City: Louie Vignapiano, Director of Management and Information Services, 276 Fourth Avenue, Chula Vista, CA 91910, (619) 476-5319 Vendor: Denise Straub, Operations Manager, Archonix Systems, LLC 17000 Commerce Parkway, Suite C, Mt. Laurel, NJ 08054 Phone: 856-787- 0020, fax 856-787-0060, email: dstraub@archonixsystems.com 13. GENERAL ccCAD Software Support and Maintenance 1-14 Page 9 of 11 13.1 Assignabilitv. The services of Vendor are personal to the City, and Vendor shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation], without prior written consent of City. 13.2 Independent Contractor. City is interested only in the results obtained and Vendor shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Vendor's work products. Vendor and any of the Vendor's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Vendor shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 13.3 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Vendor shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 13.4 Attomev's Fees. Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attomey's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 13.5 Vendor Not Authorized to Represent City. Unless specifically authorized in writing by City, Vendor shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. 13.6 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. ccCAD Software Support and Maintenance' 1-15 Page 10 of 11 13.7 Entire Agreement. This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 13.8 Capacitv of Parties. Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. 13.9 Governing Law/Venue. This Agreement shall be govemed by and construed in accordance with the laws of the State of Califomia. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. IN WITNESS WHEREOF, City and Vendor have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: CITY OF CHULA VISTA By: Cheryl Cox, Mayor Dated: ,20_ Approved as to form: Attest: Bart Miesfeld, City Attomey Donna Norris, City Clerk ARCHONIX SYSTEMS, LLC Byj tJ4Z1.U ~ Dated: Denise Straub, Operations Manager 2/23/2010 ccCAD Software Support and Maintenance 1-16 Page 11 of 11