AGENDA
ITEM
13 DocuSign Envelope ID: 4E4F3A61-CA75-4CDA-8E84-B263555C530F AGENDA
CALEXICO California ITEM
AND MEXICO MEt
CITY COUNCIL
AGENDA STAFF REPORT
DATE: May 15, 2024
TO: City Council
APPROVED BY:
- DocuSighed by:
REVIEWED BY: Sandra L. Fonseca, Interim Finance Director Sandra 1. Fonseca - 2415D67C9F7428...
PREPARED BY: Francisco Barba, Planning and Building Services Director J Bal SUBJECT: Authorize City Manager to Enter into an Agreement Related to the City's Use of the Imperial County Geographical Information System (ICGIS) RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into the following related agreements:
1. Agreement with Nobel Systems, Inc. for webhosting services in connection with Imperial County Geographic Information System ("ICGIS").
2. Data Service Agreement with County, other cities in the County, IID, Heber PUD, and Caltrans.
BACKGROUND:
For several years, the City of Calexico ("City") has had an agreement with the County of Imperial for webhosting and data services. The data services provided are essential for the continued operation of the Development Services Department as it provides staff access to information vital for daily tasks and permit reviews. By approving the attached agreements, staff will continue to have access to the Imperial County Geographic Information System ("ICGIS"').
DISCUSSION AND ANALYSIS:
Agreement with Nobel Systems, Inc. This agreement engages Nobel Systems, Inc. to perform web hosting services in connection with ICGIS for the County Assessor, the City of Calexico, other cities in the county, Imperial Irrigation District ("IID"), Heber Public Utility City of Calexico City Council Meeting
ICGIS Agreement - May 15, 2024 Page 1 of 3
District ("Heber PUD"'), and Caltrans. Web hosting services maintain stable and secure storage spaces on web servers which allows for easy maintenance and online access by staff. The term of the agreement would run through June 30, 2028, and the City's contribution would be as follows:
Table 1 - City of Calexico Yearly Contribution for the
Agreement with Nobel Systems, Inc. from Fiscal Years
2023 - 2028
Fiscal Year Contribution
FY 2023-2024 $4,896.88
FY 2024-2025 $4,896.88
FY 2025-2026 $4,896.88
FY 2026-2027 $4,896.88
FY 2027-2028 $4,896.88
Total $24,484.40
Data Service Agreement. This agreement is between the County, cities in the County, IID, Heber PUD, and Caltrans and ensures that the County will provide the following GIS services to the City:
• Data Access to GIS Server
• Firewall Configuration
• File Transfer Protocol (FTP) Specification
• Data Management
• Server Maintenance
• Data Storage
• Data Back-Up
• Security
• Data Maintenance
The term of the agreement would run through June 30, 2028, and the City's contribution for these services would be as follows:
City of Calexico City Council Meeting
ICGIS Agreement - May 15, 2024 Page 2 of 3
Table 2 - City of Calexico Yearly Contribution for the
Data Service Agreement from Fiscal Years 2023 - 2028
Fiscal Year Contribution
FY 2023-2024 $492.23
FY 2024-2025 $492.23
FY 2025-2026 $492.23
FY 2026-2027 $492.23
FY 2027-2028 $492.23
Total $2,461.15
The City may use the data for any "legitimate governmental purpose," such as for hard copy maps, printed reports, and manipulated and/or processed data files incorporating the parties' data such that the original source data cannot be reconstructed.
FISCAL IMPACT
The City's total yearly contribution for services and data use would be $5,389.11 which will total $26,945.55 by the end of the agreement after fiscal year 2027-2028. As illustrated below, the City has sufficient funds available to cover the yearly amount for fiscal year 2023-2024. Funds for the remaining fiscal years will be incorporated into the City's 5-year projections.
Expenditure Amount
111-10-180-55501-000 $5,389.11
COORDINATED WITH
City Manager's Office
Finance Department
ATTACHMENTS
Attachments: Attachment A - Agreement with Nobel Systems, Inc.
Attachment B - Data Service Agreement
City of Calexico City Council Meeting
ICGIS Agreement - May 15, 2024 Page 3 of 3
Attachment A - Agreement with Nobel Systems, Inc.
1 AGREEMENT
2 THIS AGREEMENT, hereinafter "AGREEMENT," is made and entered into this 3 2023, by and between the COUNTY OF IMPERIAL, a political 4 subdivision of the State of California, hereinafter referred to as "COUNTY", and CITY OF EL 5 CENTRO, CITY OF BRAWLEY, CITY OF IMPERIAL, CITY OF WESTMORLAND, CITY 7 OF CALIPATRIA, CITY OF HOLTVILLE, CITY OF CALEXICO, IMPERIAL IRRIGATION 8 DISTRICT, HEBER PUBLIC UTILITY DISTRICT, and STATE OF CALIFORNIA, DEPARTMENT OF TRANSPORTATION ("CALTRANS"), individually and collectively 10 •
referred to as "MEMBER" and "MEMBERS" respectively, and NOBEL SYSTEMS, INC., an 11 12 active California Corporation, hereinafter referred to as "CONSULTANT".
WITNESSETH
14 WHEREAS, COUNTY's Assessor requires the services of a CONSULTANT to perform web 15 hosting services in connection with the Imperial County Geographic Information System 16 ("ICGIS") for itself and the MEMBERS; and
17 18 WHEREAS, COUNTY is authorized to enter into this AGREEMENT under the provisions of 19 California Government Code Section 31000; and
20 WHEREAS, COUNTY is desirous of engaging CONSULTANT for the performance of said 21 services as are provided for herein and CONSULTANT is willing to accept such engagement. 22 NOW, THEREFORE, COUNTY hereby engages and CONSULTANT hereby accepts 23 24 upon the terms and conditions set forth herein.
25 1. PARTIES TO AGREEMENT
26 1.1. This AGREEMENT is by and between COUNTY, MEMBERS and CONSULTANT. 28 AR-23-0411-NOBEL-WEB HOSTING - 1
-
1.2. It is not the intent of the parties to this AGREEMENT to create, and nothing in this 2 AGREEMENT shall be construed as creating a joint venture or partnership or any other 3 relationship between the parties. Neither the COUNTY, the MEMBERS, nor CONSULTANT 4 authorizes the others to act as its agent or representative. 5 6 WORK TO BE PERFORMED BY CONSULTANT
7 2.1. CONSULTANT shall perform and be responsible for providing the services described in 8 Exhibit "B" which is attached hereto and incorporated by reference as though fully set forth herein. 9 2.2. Said work shall be completed in a lawful, professional, expeditious and timely manner. 10 2.3. CONSULTANT understands that all data supplied by COUNTY or MEMBERS and 11 12 hosted by CONSULTANT shall be maintained on the COUNTY GIS Server (ICGIS) 13 CONSULTANT shall upload or link to ICGIS to host data. Further if CONSULTANT contracts 14 with COUNTY or MEMBER for additional services which involve loading data or layers to the 15 system (data or layers available for view by all MEMBERS and COUNTY only) such input shall 16 also be loaded to ICGIS. Layers or data solely for use by an individual MEMBER or COUNTY 17 18 and not intended to be shared with any other MEMBER or COUNTY in any way, is not required 19 to be maintained on ICGIS.
20 3. TERM OF AGREEMENT
21 This AGREEMENT shall become effective on July 1, 2023 and remain in effect until June 30, 22 2028.
24 4. COMPENSATION
25 4.1. CONSULTANT'S compensation for the services is required to be performed under this 26 AGREEMENT shall not exceed Forty Four Thousand Dollars ($49,280.00) per year. MEMBERS 27 and COUNTY shall contribute in the following amounts:
28 AR-23-0411-NOBEL-WEB HOSTING - 2
Member: Data Host Cost:
2 City of El Centro $ 6,051.94
City of Calexico 4,896.88
4 City of Holtville 854.72
5 6 City of Brawley 4,319.35
7 City of Imperial 3,169.21
8 City of Calipatria
682.19
9 City of Westmorland 383.06
10 Imperial Irrigation District 8,134.47
11 12 CalTrans 8,134.47
13 Imperial County 10,845.47
14 Heber Public Utility District 900.66
15 Total $49,280.00
16 17
18 A more detailed description is included in the column identified as "NOBEL - Data Host Cost" 19 and the ancillary textual explanation appearing in the attached Exhibit "A", incorporated by this 20 reference as though fully set forth herein.
21 4.2. The members listed in 4.1 are governmental entities that will have access to the ICGIS data 22 upon payment of the web-hosting fee to the County of Imperial, Office of the County Assessor 24 Each member shall pay the COUNTY Assessor the required fee within thirty (30) days of invoice. 25 ALL MEMBERS understand that each fee must be paid prior to being able to access the 26 ICGIS data. The COUNTY shall contribute $10,845.47 upon execution of this AGREEMENT by 27 COUNTY and CONSULTANT. If any MEMBER fails or refuses to pay its web-hosting fee 28 AR-23-0411-NOBEL-WEB HOSTING - 3
1 within the required thirty-day period, each of the other MEMBERS shall pay the fee on a 2 proportional basis in the same fashion as the original fee amount was calculated. However. 3 COUNTY'S contribution remains and shall not exceed $10,845.47 and COUNTY is not obligated to pay any MEMBER'S fee, proportionally, wholly, or in any other way. 5 6 4.3. CONSULTANT acknowledges and agrees that COUNTY'S total obligation pursuant to 7 this agreement shall not exceed $10,845.47.
8 4.4. CONSULTANT acknowledges COUNTY is under no obligation to compensate 9 CONSULTANT for services rendered under this AGREEMENT not authorized by COUNTY. 10 4.5. If COUNTY requires work in addition to that defined in the Scope of Work. 11 12 CONSULTANT shall provide a cost estimate and written description of the additional work 13 needed to perform such services. Compensation and the time for completion of such additional 14 services must be negotiated and approved in writing by the COUNTY prior to the commencemend 15 of any such services.
16 REPRESENTATIONS BY CONSULTANT
17 18 5.1. CONSULTANT understands and agrees that COUNTY is relying upon CONSULTANT'S 19 representations that it will provide services provided herein to the standard of care ordinarily 20 exercised in CONSULTANT'S profession.
21 5.2. CONSULTANT represents and warrants that it is a lawful entity possessing all required 22 23 licenses and authorities to do business in the State of California and perform all aspects of this 24 AGREEMENT.
25 5.3. _ CONSULTANT represents and warrants that the people executing this AGREEMENT on 26 behalf of CONSULTANT has the authority of CONSULTANT to sign this AGREEMENT and 27 28
AR-23-0411-NOBEL-WEB HOSTING - 4
1 bind CONSULTANT to the performance of all duties and obligations assumed by CONSULTANT 2 herein.
3 5.4. CONSULTANT represents and warrants that any employee, contractor and agent who will 4 be performing any of the duties and obligations of CONSULTANT herein possess all required 5 licenses and authorities, as well as the experience and training, to perform such tasks. 7 5.5. CONSULTANT represents and warrants that the subject services shall be performed 8 exclusively by CONSULTANT. Any agreements to the contrary must be consented to in writing by COUNTY.
10 5.6. CONSULTANT represents that the services provided herein shall be performed in a 11 12 professional and lawful manner.
13 5.7. CONSULTANT represents and warrants that the allegations contained in Exhibit "B" 14 attached hereto are true and correct.
15 5.8. CONSULTANT understands that COUNTY considers the representations made herein to 16 be material and would not enter into this AGREEMENT with CONSULTANT if such 17 18 representations were not made.
19 5.9. CONSULTANT represents and warrants that all reports, analyses or other documents 20 developed under this AGREEMENT shall become the exclusive property of COUNTY and shall 21 not be distributed by CONSULTANT without COUNTY'S written consent. 22 5.10. CONSULTANT represents and warrants that any errors in its services provided shall be 23 24 corrected at no additional charge to COUNTY.
25 RETENTION AND ACCESS OF BOOKS AND RECORDS
26 6.1. CONSULTANT represents and warrants that it shall maintain books, records, documents. 27 reports and other materials developed under this AGREEMENT as follows:
28 AR-23-0411-NOBEL-WEB HOSTING - 5
1 6.1.1. CONSULTANT shall maintain all ledgers, books of accounts, invoices, vouchers, canceled 2 checks, and other records relating to CONSULTANT'S charges for services or expenditures and 3 disbursements charged to COUNTY for a minimum period of five (5) years, or for any longer 4 period required by law, from the date of final payment to CONSULTANT pursuant to this 5 AGREEMENT.
7 6.1.2. CONSULTANT shall maintain all reports, documents and records, which demonstrate 8 performance under this AGREEMENT for a minimum period of five (5) years, or for any longer 9 period required by law, from the date of termination or completion of this AGREEMENT. 10 6.1.3. Any records or documents required to be maintained by CONSULTANT pursuant to this 11 12 AGREEMENT shall be made available to COUNTY for inspection or audit, at any time during 13 CONSULTANT'S regular business hours provided COUNTY provides CONSULTANT with 14 seven (7) days advanced written or oral notice. Copies of such documents shall at no cost to 15 COUNTY, be provided to IMPERIAL COUNTY for inspection at CONSULTANT'S address 16 indicated for receipt of notices under this AGREEMENT. 17 18 6.2. CONSULTANT represents and warrants that it has not been engaged by, nor will it be 19 engaged by and owes no duty of performance to any other person or entity, which would constitute 20 a conflict. For breach or violation of this warranty COUNTY shall, amongst other remedies ar 21 law, have the right to terminate this AGREEMENT without liability, or at its sole discretion, to 22 deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of 23 24 such fee, commission, percentage brokerage fee, gift or contingent fee paid or received from 25 another entity or person.
26 INDEMNIFICATION
7. 27
28,
AR-23-0411-NOBEL-WEB HOSTING - 6
1 CONSULTANT shall defend, indemnify and hold harmless COUNTY and, MEMBERS 2 from any and all claims, damages or loss arising out of the performance by CONSULTANT, its 3 agents or employees of this AGREEMENT, including the active or passive negligence of 4 CONSULTANT, its agents or employees, or any obligation imposed thereby, or any act of or 5 failure to act by CONSULTANT.
7 8. INDEPENDENT CONTRACTOR
8 8.1. In all situations and circumstances arising out of the terms and conditions of the 9 AGREEMENT, CONSULTANT is an independent contractor, and as an independent contractor, 10 the following shall apply:
11 12 8.2. CONSULTANT is not an employee of COUNTY and is only responsible for the 13 requirements and results specified by this AGREEMENT or any other agreement. 14 8.3. CONSULTANT shall be responsible to COUNTY only for the requirements and 15 results specified by this AGREEMENT and except as specifically provided in this AGREEMENT! 16 17 shall not be subject to COUNTY'S control with respect to the physical actions or activities of 18 CONSULTANT in fulfillment of the requirements of this AGREEMENT. 19 8.4. CONSULTANT is not, and shall not be, entitled to receive from, or through, COUNTY, 20 and COUNTY shall not provide, or be obligated to provide, CONSULTANT with Worker's 21 Compensation coverage or any other type of employment or worker insurance or benefit coverage 22 23 required or provided by any Federal, State or local law or regulation for, or normally afforded to. 24 an employee of COUNTY.
25 8.5. CONSULTANT shall not be entitled to have COUNTY withhold or pay, and COUNTY 26 shall not withhold or pay, on behalf of CONSULTANT, any tax or money relating to the Social 27 Security Old Age Pension Program, Social Security Disability Program, or any other type of 28 AR-23-0411-NOBEL-WEB HOSTING - 7
1 pension, annuity, or disability program required or provided by any Federal, State, or local law or 2 regulation.
3 8.6. CONSULTANT shall not be entitled to participate in, or receive any benefit from, or make 4 any claim against any COUNTY fringe benefit program, including, but not limited to, COUNTY'S 5 6 pension plan, medical and health care plan, dental and eye care plan, life insurance plan, or any 7 other type of benefit program, plan, or coverage designated for, provided to, or offered to 8 COUNTY'S employees.
9 8.7. COUNTY shall not withhold or pay, on behalf of CONSULTANT, any Federal, State, or 10 local tax, including, but not limited to, any personal income tax, owed by CONSULTANT. 11 12 8.8. CONSULTANT is, and at all times during the term of this AGREEMENT, shall represent 13 and conduct itself as an independent contractor, not as an employee of COUNTY. 14 8.9. CONSULTANT shall not have the authority, express or implied, to act on behalf of, bind 15 or obligate COUNTY in any way without the written consent of COUNTY. 16 9. INSURANCE REQUIREMENTS
17 9.1. CONSULTANT, hereby agrees at its sole cost and expense, to obtain and maintain in 18 full force during the entire term of this AGREEMENT and any extended term thereof the following 20 types of insurance:
21 9.1.1. Commercial General Liability coverage in the minimum amount of one million dollars 22 ($1,000,000) combined single limit to any one person ("CSL") and two million dollars 23 24 ($2,000,000) aggregate for any one accident, including personal injury, death and property 25 damage.
26 9.1.2. Automobile Liability coverage in a minimum amount of one million dollars ($1,000,000) 27 for bodily injury and property damage including owned, non-owned and hired vehicles. 28 AR-23-0411-NOBEL-WEB HOSTING - 8
1 9.1.3. To the extent required by law, Workers' Compensation coverage, in full compliance with 2 California statutory requirements for all employees of CONSULTANT and Employer's Liability 3 in the minimum amount of one million dollars ($1,000,000). 4 9.1.4. Professional Liability insurance in a minimum amount of one million dollars ($1,000,000) 5 6 per claim and annual aggregate.
7 9.2. Special Insurance Requirements. All insurance required under paragraph 9 shall:
8 9.2.1. Be procured from an insurer authorized to do business in California. 9 9.2.2. Be primary coverage as respects COUNTY and any insurance or self insurance maintained 10 by COUNTY shall be in excess of CONSULTANT'S insurance coverage and shall not contribute 11 12 to it.
13 9.2.3. Name COUNTY as an additional insured on all policies and provides that COUNTY may 14 recover for any loss suffered by COUNTY by reason of CONSULTANT'S negligence. 15 9.2.4. Not be canceled, non-renewed or reduced in scope of coverage until after thirty (30) days 16 written notice has been given to the COUNTY. However, CONSULTANT may not terminate 17 18 such coverage until it provides COUNTY with proof that equal or better insurance has been 19 secured and is in place. Cancellation or change without the prior written consent of the COUNTY 20 shall, at the option of the COUNTY, be grounds for termination of this AGREEMENT. 21 9.3. Additional Insurance Requirements.
22 9.3.1. COUNTY is to be notified immediately of all insurance claims. COUNTY is also to be 23 24 notified if any aggregate insurance limit is exceeded. 25 9.3.2. Deposit of Insurance Policy. Promptly on issuance, reissuance, or renewal of any insurance 26 policy required by this AGREEMENT, the CONSULTANT shall, if requested by COUNTY, 27 cause to be given to COUNTY satisfactory evidence that insurance policy premiums have been 28 • AR-23-0411-NOBEL-WEB HOSTING - 9 '
paid together with a duplicate copy of the policy or a certificate evidencing the policy and executed 2 by the insurance company issuing the policy or its authorized agent. 3 9.3.3. CONSULTANT agrees to provide COUNTY with the following insurance documents 4 on or before the effective date of this AGREEMENT:
5 9.3.3.1. Complete copies of certificates of insurance for all required coverages including 6 7 Additional Insured Endorsements and 30 days' Notice of Cancellation Clause endorsements. 8 9.3.3.2 The documents enumerated in Paragraph 9 shall be sent to the following:
9 County of Imperial
10 Risk Management Department
940 Main Street, Ste. 101
= El Centro, CA 92243
And
Imperial County Assessor
Attention: Assessor
940 Main Street, Suite 115
El Centro, CA 92243
16 17 9.3.4. Nothing in this, or any other provision of this AGREEMENT, shall be construed to 18 preclude the CONSULTANT from obtaining and maintaining any additional insurance policies in 19 addition to those required pursuant to this AGREEMENT. 20 9.3.5. The comprehensive or commercial general liability shall contain a provision of 21 endorsements stating that such insurance:
22. i. Includes contractual liability.
: 24 ii. Does not contain a "pro rata" provision which looks to limit the insurer's 25 liability to the total proportion that its policy limits bear to the total coverage 26 available to the insured.
27 28
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1 iii. Does not contain an "excess only" clause, which requires the 2 exhaustion of other insurance prior to providing coverage. 3 iv. Does not contain an "escape clause" which extinguishes the 4 insurer's liability if the loss is covered by other insurance. 5 6 V. Includes COUNTY as an additional insured.
7 Vi. States that it is primary insurance and regards COUNTY as an additional 8 insured and contains a cross-liability or severability of interest clause. 9 10. DEFAULT, TERMINATION and WITHDRAWAL.
10 = 10.1. Consultant's Default. If CONSULTANT fails or refuses to perform any provision. 12 covenant, or condition to be kept or performed by CONSULTANT under this AGREEMENT. 13 including those in Exhibit "B" under this AGREEMENT, COUNTY, prior to exercising any of its 14 rights or remedies, shall give written notice to CONSULTANT of such default, specifying in 15 said notice the nature of such default and CONSULTANT shall have thirty (30) days from receipt 16 17 of such notice to cure said default. If such default is not cured within said thirty (30) day period, 18 then COUNTY may in its sole discretion terminate this AGREEMENT and/or pursue those 19 remedies available under the law at the time this AGREEMENT is executed as well as any future 20 remedies that are created.
21 10.2. County's Default. If COUNTY fails or refuses to perform any provision, covenant or 22 condition to be kept or performed by COUNTY under this AGREEMENT, CONSULTANT, prior 23 24 to exercising any of its rights or remedies, shall give written notice to COUNTY of such default! 25 specifying in said notice the nature of such default and COUNTY shall have thirty (30) days from 26 receipt of such notice to cure said default. If such default is not cured within said thirty (30) day 27 period, then CONSULTANT may in its sole discretion terminate this AGREEMENT and/or 28 AR-23-0411-NOBEL-WEB HOSTING - 11
:
1 pursue those remedies available under the law at the time this AGREEMENT is executed as well 2 as any future remedies that are created.
3 10.3. Termination Clause. Notwithstanding Paragraph 10.1, this AGREEMENT is subject to 4 termination by COUNTY as to CONSULTANT without cause by COUNTY upon thirty (30) days 5 6 prior written notice. In the event of termination, CONSULTANT shall return any fees received 7 but unearned, proportionally, within thirty (30) days of the date of termination. 8 10.4. MEMBERS may withdraw from this AGREEMENT by giving all other parties to this 9 AGREEMENT thirty (30) days prior written notice. In the event of withdrawal, MEMBERS 10 forfeit any fees paid.
11 12 I11. ASSIGNMENTS AND SUBCONTRACTS.
13 11.1. Neither this AGREEMENT nor any rights, duties or obligations hereunder shall be 14 assignable and/or subcontracted by CONSULTANT without the prior written consent of 15 COUNTY.
16 11.2. COUNTY may demand such assurances, including financial assurances, modification of 17 18 this AGREEMENT, or such other requirements as, in its sole discretion, it deems advisable, as a 19 condition to granting its consent to any assignee or subcontractor hereunder. Nothing herein shall 20 be construed as requiring COUNTY to grant such approval if COUNTY, in its sole opinion, deems 21 such grant of consent to be not in the best interests of COUNTY. 22 11.3. Consent by COUNTY to an assignment or subcontract shall not release CONSULTANT 23 24 from its primary liability under this AGREEMENT, and COUNTY'S consent to one assignment 25 or subcontract, shall not be deemed a consent to other assignments and/or subcontracts. 26 11.4. Any attempt by the CONSULTANT to assign or otherwise transfer any interest in this 27 AGREEMENT without obtaining prior written consent of COUNTY shall be void. 28 AR-23-0411-NOBEL-WEB HOSTING - 12
12. BINDING
2 This AGREEMENT shall be binding upon the heirs, successors, assigns and subcontractors of the 3 Parties hereto.
4 13. NOTICES
5 6 13.1. Any notice by either party to the other shall be personally delivered to the party or sent by 7 certified mail, return receipt requested, to the addresses set forth below:
8 CONSULTANT: COUNTY:
10 President
11 Nobel Systems, Inc. Imperial County Assessor
436 E Vanderbilt Way 940 Main Street, Suite 115
San Bernardino, CA 92408 El Centro, CA 92243
13 MEMBERS:
14 City of El Centro City of Calipatria
1275 W. Main St. 125 N. Park Ave.
16 El Centro, CA 92243 Calipatria, CA 92233
17 City of Holtville City of Westmorland
18 121 W. Sth 355S. Center
Holtville, CA 92250 Westmorland, CA 92281
20 City of Brawley City of Imperial
400 Main Street 20 S. Imperial Av
21 Brawley, CA 92227 mperial, CA 9225
22 City Manager Imperial Irrigation District
City of Calexico P. O. Box 937
23 608 Heber Ave.
333 E. Barioni Blvd.
24 Calexico, CA 92231 Imperial, CA 92251
25 State of California Heber Public Utility District
Department of Transportation 1078 Dogwood Road, Suite 103 26 District 11, MS-50 P. O. Box H
27 2829 Juan Street Heber, CA 92249
San Diego, CA 92110
28 AR-23-0411-NOBEL-WEB HOSTING - 13
|13.2. Either party may change its address for notice by providing written notice to the other 2 parties in accordance with Paragraph 13.1. Notices shall be deemed effective on the date of 3 delivery.
4 14. ENTIRE AGREEMENT
6 This AGREEMENT contains the entire contract between COUNTY, MEMBERS and 7 CONSULTANT relating to the transactions contemplated hereby and supersedes all prior of 8 contemporaneous agreements, understandings, provisions, negotiations, representations, of statements, either written or oral.
10 15. MODIFICATION
11 12 No modification, waiver, amendment, discharge, or change of this AGREEMENT shall be valid unless the same is in writing and signed by all parties.
16. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid. 16 void, or unenforceable, the remaining provisions will nevertheless continue in full force without 17 being impaired or invalidated in any way.
19 17. WAIVER
20 No waiver of any breach or of any of the covenants or conditions of this AGREEMENT shall be 21 construed to be a waiver of any other breach or to be consent to any further or succeeding breach 22 of the same or any other covenant or condition.
23 24 18. CHOICE OF LAW
25 This AGREEMENT shall be governed by the laws of the State of California. This AGREEMENT 26 is made and entered into in Imperial County, California. To the extent permitted by law, any action 27 28
AR-23-0411-NOBEL-WEB HOSTING - 14
1 brought by any party with respect to this AGREEMENT shall be brought in a court of competent 2 jurisdiction within said County.
3 19. ATTORNEY'S FEES
4 If a party herein brings an action to enforce the terms thereof or declare rights hereunder, the 5 6 prevailing party in any such action, on trial or appeal, shall be entitled to its reasonable attorney's 7 fees to be paid by the losing party as fixed by the court. 8 20. AUTHORITY
9 20.1. Each of the individuals executing this AGREEMENT on behalf of CONSULTANT, 10 = COUNTY and MEMBERS represents and warrants that:
12 20.1.1. He or she is duly authorized to execute and deliver this AGREEMENT on behalf of 13 CONSULTANT, COUNTY or MEMBER as applicable;
14 20.1.2. Such execution and delivery on behalf of CONSULTANT is in accordance with the terms 15 of the Articles of Incorporation, By-Laws or Resolutions of CONSULTANT; and 16 20.1.3. Such execution and delivery on behalf of COUNTY is duly authorized by the Board of 17 18 Supervisors and within the authority of the signatory identified below. 19 20.1.4. MEMBERS warrant that the party executing this Agreement on behalf of MEMBER is 20 authorized to do so by MEMBER'S legislative or governing body, consistent with California Gov 21 Code 86502.
22 21. COUNTERPARTS
23 24 This AGREEMENT may be executed in counterparts.
25 22. REVIEW OF AGREEMENT TERMS
26 This AGREEMENT has been reviewed and revised by legal counsel for both COUNTY and 27 CONSULTANT, and no presumption or rule that ambiguities shall be construed against the 28 AR-23-0411-NOBEL-WEB HOSTING - 15
1 drafting party shall apply to the interpretation or enforcement of the same or any subsequent 2 amendments thereto.
3 IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed the 4 day and year first above written.
6 COUNTY OF IMPERIAL NOBEL SYSTEMS, INC.
a California Corporation
8 9
By: RYANE. KELLEY By: Michael Samuel, President
10 Chairman of the Board of Supervisors
11 ATTEST:
12 By: Blanca Acosta
14 Clerk of the Board of Supervisors
15 APPROVED AS TO FORM:
16 COUNTY COUNSEL
17 Eric Havens
18 By: Andrew Briseno
20 Deputy County Counsel
21 22
APPROVED AS TO FORM AND CONTENT:
23 24
CITY OF EL CENTRO: CITY OF HOLTVILLE:
25 26
27 City Manager City Manager
28 AR-23-0411-NOBEL-WEB HOSTING - 16
1 CITY OF CALEXICO: CITY OF BRAWLEY:
2 3
City Manager City Manager
4 5
CITY OF IMPERIAL: CITY OF CALIPATRIA:
City Manager City Manager
8 9 CITY OF WESTMORLAND: IMPERIAL IRRIGATION DISTRICT:
10 11 Mayor
12 STATE OF CALIFORNIA
13 DEPARTMENT OF HEBER PUBLIC UTILITY DISTRICT:
TRANSPORTATION:
14 =
18 19
20 21
22 23
24 25
26 27
28 AR-23-0411-NOBEL-WEB HOSTING - 17
Attachment B - Data Service Agreement
IMPERIAL COUNTY
-
2 DATA SERVICE AGREEMENT
This Data Service Agreement ("Agreement") is made and entered into this 4 2023 by and between COUNTY OF IMPERIAL ("COUNTY"), a political subdivision of the State of 5 California, and CITY OF EL CENTRO, CITY OF BRAWLEY, CITY OF IMPERIAL, CITY OF 6 WESTMORLAND, CITY OF CALIPATRIA, CITY OF HOLTVILLE, CITY OF CALEXICO, 7 THE IMPERIAL IRRIGATION DISTRICT, and THE HEBER PUBLIC UTILITIES 8 DISTRICT (individually "MEMBER" and collectively "MEMBERS"), all municipal entities ot 9 public agencies.
10 WHEREAS, California Government Code Section 6502, et seq. authorizes public entities, 11 including cities, counties, special districts, and joint agencies to enter into agreements; and 12 WHEREAS, COUNTY and MEMBERS have a mutual interest in developing and maintaining 13 accurate, current and non-duplicated electronically-retrievable geographic information about Imperial 14 County; and
15 WHEREAS, COUNTY and MEMBERS recognize that a countywide Geographic Information 16 System ("GIS") benefits the citizens of Imperial County by improving the efficiency and effectiveness 17 of local and regional government and enhancing the economic competitiveness of the region; and 18 WHEREAS, COUNTY and MEMBER recognize that each of them maintains diverse 19 information databases and that combining the information systems will add significantly to the 20 usefulness of a GIS; and
21 WHEREAS, the COUNT, pursuant to California Revenue and Taxation Code Section 409, 22 may recover the appropriate costs associated with the reproduction and distribution of the Assessor's 23 assessment roll, parcel maps, and other data.
24 NOW, THEREFORE, it is agreed by and between the parties that:
25 Term. The effective term of this Agreement shall be July 1, 2023 until June 30, 2028. 26 2. GIS Services. COUNTY and MEMBERS enter into this Agreement wherein the 27 COUNTY will provide the following GIS services to the MEMBERS:
28 AR-23-0411 ASR-DATA
1 1 A. Data Access Service to Geographic Information System Server: These are 2 necessary for the MEMBERS to gain secure access to the Assessor's data. New members only will pay 3 COUNTY a one-time fee of $200 to recover its cost in setting up the computer and Internet startup and 4 configuration for MEMBER.
5 B. Firewall Configuration. The COUNTY will configure the COUNTY'S Internet 6 firewall to allow MEMBER to access the GIS server by File Transfer Protocol ("FTP"'). For security 7 reasons, access will require a public Internet addresses supplied by MEMBER to COUNTY, and a GIS 8 user account provided by COUNTY to MEMBER.
9 File Transfer Protocol Specification.
i. FTP is a method for transferring files over the Internet. MEMBER will 11 use this as the primary method of accessing GIS data. 12 ii. COUNTY agrees to provide: 1) a recommendation for the FTP client 13 software to connect to the GIS server and 2) a single point of contact. 14 iii. MEMBERS agree to provide: 1) a public Internet address that will be 15 used to connect to the GIS server and 2) a single point of contact. 16 iv. MEMBERS must acquire FTP software to be configured to GIS 17 specifications, an Internet connection, and any other item or device 18 necessary to access the GIS server over the Internet. 19 D. Data Management, This service manages the GIS server. It is provided by 20 COUNTY to the MEMBERS at no charge. Data Management Service excludes maintenance of the 21 data.
22 Server Maintenance. COUNTY provides maintenance and support required to 23 operate the GIS server and enable the MEMBERS access to data stored thereon. 24 F. Data Storage. COUNTY provides data storage space on the GIS server for all of 25 the data it supports and manages.
26 G. Data Back-up. COUNTY provides backup service for data stored on GIS the 27 server.
28 H. Security. COUNTY provides a secure, unique FTP user account for MEMBER AR-23-0411 ASR-DATA
-
and specifications for secure connection to the GIS system. MEMBER is responsible for ensuring the 2 security of its GIS account information.
3 I. Data Maintenance. This includes maintenance of the database that is provided 4 by the Assessor and stored on the GIS server. The available data on the GIS server is described in the 5 Data Management Plan and includes services necessary for the MEMBER to access data including the GIS basemap, the roll, maps and other GIs data.
7 Compensation. MEMBER'S fees, subject to Imperial County Ordinance Section 8 2.24.030, are payable annually to Imperial County and described in more detail in the "DATA COST" 9 column in Exhibit "A", as follows:
10 City of El Centro $ 710.09
11 City of Calexico $ 492.23
12 City of Holtville $ 111.75
13 City of Brawley $ 527.30
14 City of Imperial $ 218.31
15 City of Calipatria $ 140.51
16 City of Westmorland $ 78.49
Imperial Irrigation District $8,000.00
Heber Public Utility District '$ 106.21
19 Total $10,384.89
20 4. GIS Advisory Committee. A GIS Advisory Committee shall be formed to develop 21 common standards for the county-wide GIS. Standards shall include, but will not be limited to:
• 22 tracking the source of information on the GIS (metadata); establishing minimum levels of resolution 23 and accuracy; establishing consistent naming of layers; establishing consistent data types; ensuring the 24 data is mutually transferable and useable; determining how the data will be transferred and how often 25 data will be updated.
26 5. Governmental Purpose. COUNTY and MEMBERS agree any of them may use the 27 data supplied by themselves and other MEMBER public entities or agencies for any legitimate 28 governmental use and purpose. The parties further agree that each grants to the other a nonexclusive, AR-23-0411 ASR-DATA
3 1 nontransferable license for the sole purpose of carrying out legitimate governmental purposes. 2 "Legitimate governmental purpose" includes, but is not limited to: hard copy maps, printed reports, 3 and manipulated and/or processed data files incorporating MEMBER'S data such that the original 4 source data cannot be reconstructed. "Legitimate governmental purpose" shall not include selling, 5 trading or otherwise transferring the data, data system or other forms of electronic information to any 6 other person or entity for profit. MEMBER agrees to display the following disclaimer on all hard copy 7 maps produced from COUNTY data:
8 aiding in the performance and duties of the Assessor's Office. The information and services This information was created by the Imperial County Assessor's Office for the purpose of 9 included in or available through the GIS data may include inaccuracies or typographical errors. Imperial County makes no representation about the suitability, reliability, availability, 10 imeliness, or accuracy of its Gls data for any purpose. The GIS data and information are 1l provided "as is" without warranty of any kind. Imperial County disclaims all warranties and conditions with regard to the services, including all implied warranties and conditions of 12 merchantability of fitness for a particular purpose, title and non-infringement. 13 6. Altering The Data of Another Party. COUNTY and MEMBERS agree that no party 14 may give, sell, copy, transfer, or alter the data of any other party without the express prior written 15 authorization of the affected party/parties. All manipulated and/or processed data sets shall be limited 16 to a reasonable scope and size based on a defined project. 17 Proprietary Interests: COUNTY and MEMBERS shall confer in good faith to protect 18 and preserve their respective proprietary interest in the data shared within the scope of this Agreement, 19 during this Agreement, and shall survive termination of this Agreement. 20 Compliance With California Gov. Code § 6254.21. MEMBERS agree and shall 21 comply with the provisions of California Gov. Code Section 6254.21 which provides that a state or 22 local agency may not post the home address or telephone number of any elected or appointed official 23 on the internet without first oblaining the written permission of the individual. 24 9. Liability and Indemnification. Each party agrees to indemnify, defend and hold 25 harmless, its agent, officers, and employees from and against all liability, expense, and claims for 26 damages arising from the sole conduct and services provided hereunder by the other party to the extent 27 that such death, injury or damage resulted from the sole negligence or willful misconduct of the other 28 party. its agent, officers or employees. No party is liable to any other party for loss or inaccuracy of AR-23-041.1 ASR-DATA
4 GIS data. Each party in encouraged to have current backup storage of all compiled GIS data and other 2 relevant information. Further, no party is liable to any other party for any damage to information or equipment resulting from the transfer of data from one medium to another. 4 10. Notices. Any party may, by written notice to the others, change its address where notice shall be made. All notices are effective upon receipt. All notices shall be in writing and addressed or 6 delivered as follows:
8 COUNTY:
Imperial County Assessor
940 Main Street, Suite 115
10 El Centro, CA 92243
11 MEMBERS:
City of El Centro City of Calipatria
12 1275 W, Main St. 125 N. Park Ave.
El Centro, CA 92243 Calipatria, CA 92233
13 14 City of Holtville City of Westmorland
121W 5" 355 S Center
15 Holtville, CA 92250 Westmorland, CA 92281
City of Brawley City of Imperial
17 400 Main Street 420 S. Imperial Ave.
Brawley, CA 92227 Imperial, CA 92251
18 City Manager Imperial Irrigation District
City of Calexico P. O. Box 937
608 Heber Ave. 333 E. Barioni Blvd.
Calexico, CA 9223 Imperial, CA 92251
21 22 Heber Public Utility District
1078 Dogwood Road, Suite 103
23 P.D. Box H
24 | Heber, CA 92249
25 I11. Termination and Cancellation.
26 A. Termination By County. This Agreement is subject to immediate termination by 27 COUNTY upon material breach of this Agreement by MEMBER, and COUNTY shall have sole 28 discretion to determine if a breach has, in fact, occurred. MEMBER shall be given written notice of AR-23-0411 ASR-DATA
5 1 said breach, and its access to the GIS will be immediately denied. The remaining MEMBERS will not 2 be affected by such termination. In the event of termination, MEMBER forfeits any paid fees. 3 B. Cancellation By Party. Any party may cancel this Agreement, without cause, by 4 providing the other parties thirty (30) day's prior, written notice. In the event of cancellation, the party 5 forfeits any paid fees.
6 12. Governing Law and Venue. This Agreement shail be governed by the laws of the State 7 of California. It is made and entered into in Imperial County, California. To the extent permitted by 8 law, any action brought by either party with respect to this Agreement shall be brought in court of 9 competent jurisdiction within said COUNTY.
10 13. Attorney Fees: If any party brings an action to enforce the terms or declare rights = hereunder, the prevailing party to any such action, on trial or appeal, shall be entitled to its reasonable 12 attorney's fees to be paid by the losing party as fixed by the court. 13 14. Binding. This Agreement shall be binding upon the heirs, successors, and assigns of 14 the parties hereto.
15 15. Modification. No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing and signed by all parties, except that COUNTY 17 may unilaterally admit a new MEMBER.
18 16. Additional MEMBERS. A new public entity or agency desiring to enter into this 19 Agreement may do so upon the written consent of COUNTY, and will be subject to the terms and 20 conditions of this Agreement. COUNTY will send written notice of the new MEMBER, along with its 21 address for notice, to all other MEMBERS.
22 17. Counterparts. This Agreement may be executed in counterparts. 23 18. Severability. If any provision in this Agreement is held by a court of competent 24 jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue 25 in full force without being impaired or invalidated in any way. 26 19. Entire Agreement. This Agreement contains the entire contract among the parties 27 relating to the transactions contemplated herein and supersedes all prior or contemporaneous 28 'agreements, understandings, provisions, negotiations, representations, or statements, either written or AR-23-0411 ASR-DATA
6 1 oral.
2 20. Authority. Each MEMBER warrants that the party executing this Agreement on behalf 3 of MEMBER is authorized to do so by MEMBER's legislative or governing body, consistent with 4 California Gov. Code §6502.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written 6 above.
7 COUNTY OF IMPERIAL:
8 9
10 By: RYAN E. KELLEY
Chairman of the Board of Supervisors
11 12 ATTEST:
13 14 By: Blanca Acosta
15 Clerk of the Board of Supervisors
16 APPROVED AS TO CONTENT:
17 18
By: Robert Menvielle
19 Imperial County Assessor
20 APPROVED AS TO FORM:
21 ERIC HAVENS,
22 COUNTY COUNSEL
24 25 By: Andrew Briseno
Deputy County Counsel
26 27
28 AR-33-04I ASR-DATA
7 1
MEMBERS:
2 3 CITY OF EL CENTRO: CITY OF HOLTVILLE:
4 5
City Manager City Manager
6 CITY OF CALEXICO: CITY OF BRAWLEY:
8 9 City Manager City Manager
10 11 CITY OF IMPERIAL: CITY OF CALIPATRIA:
12 13 City Manager City Manager
14 15 CITY OF WESTMORLAND: IMPERIAL IRRIGATION DISTRICT:
16 17
Mayor General Manager or Board President
18 HEBER PUBLIC UTILITY DISTRICT:
20 21
General Manager or Board President
22 23
24 26
27 28
AR-23-0411 ASR-DATA
8 EXHIBIT "A"
ANNUAL DATA SERVICE COST
Contract Date July 01, 2023 through June 10, 2028
MEMBERS COST FOR ASSESSOR'S DATA & ELECTRONIC ACCESS
200.00
Information Systems Departient fee one time cost
Data Products- Cost per Parcel
DBF tie format - parcrol!
dus
Maximum Cost per Parcel
Assessor's Maps - Cost per Mup Pg.
PDF. TIF file formal - parcmap 200
County wide parcel count; 87,974
Total Map Pages:
I DALA MOST COst Unlimitco Users) Nobel 5 year Contrace 49,23000 LISA BIPE•Dist share of Cost 4197(19 Solpreets, 22,167.00 21.16/00
27.11:05
Batme to be strued by Counts, Hand Cattrins
10 545(01) TO SIS 00
tonness test
3.114.00 S.11-1 00
HE lost
8.131.00 3134.00
Cat trans
Total 49 280.00
Seb Host permut cost 0 seo:
2021-2023 MAANTENANCE FEE STRUCTURE PER MEMIRER
COINES NOBEL TOTAL
City Parcel Count Hata lost Data Host Cost Total Cost
2021-23 Property Changes TRA No. of Map Pages
148 7,710 527 30 4.318 88 1546.18
BRAWLEY 1-0U0
11S 8,741 49223 1896 11 5,358 64
CALEXICO 2-000
52 1.217 14051 08173 82223
ALIPATRIA 3-000
4-000 193 10.801 71009 6,051 47 676) 56
A CENTRO
33 1.525 111 75 SSa25 966 U0
A TVB LE $.000
6.000 1.227 21531 4070 13 424-163
IMPERIAL
7x -14 i82 5i 46103
Westmorland 1.000
I815000 10.945.00
SUNDERE SIS 00 15 134C0
1607 100 21 1,006 40
56-002
5.16400 S S.1 19.00
SLIKANS
689 19.563 10. 35: 3% 10 1:03 • 0: 72
TOTALS
County Netsel Total
Adjusted & Acutual Costs are shown for disclosure purposes. The contract is for 549,280.00 527,30 4,319 s5 bout when applying the formula for determining the cost to each entity because of rounding 40223 -1,890.89 1051 682 p 822.70
saves the total is short of the contract. Therefore, I distributed the shortage of $5.17 between 710(9 6,051,94 1102 03
boteen all 11 participants for an oxtra S.47 cach. JRD 518/2023 11175 K5A 72 966.47
: 295 10
Need to adjust for the $5.17 shortago that because tho individually figured 75019 461.55
cost is loss than the Contract, therefore adjustments made. It will be ovenly
10.84517
divided amoung the 11 participants for an oxtra 5.47 each. JRD 5/8/2023 & the dis S.134.47 16 13147
Thoso adjusted numbers will bo the billing for and by Nobel to the participants. 105- 900 66 1 C06 87 513147 | 3 8,134.47
10.354 23 45.220 3015 30ne1.09
Actuat Cest
Exhibit "A"