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2005/10/25 City Council Resolution (3)RESOLUTION NO. 2005- 317 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING AN AGREEMENT WITH THE CITY OF SANTA ROSA FOR GRAPHICAL INFORMATION SYSTEMS (GIS) SERVICES BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize and approve an agreement by and between City of Santa Rosa, and the City of Rohnert Park, a municipal corporation, to provide Graphical Information Systems (GIS) Services. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute same for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 25th day of October, 2005. ATTEST: , / CITY OF ROHNERT .PARK BREEZE: AYE FLORES: AYE SMITH: AYE VI )AK MARTINEZ: AYE MACKENZIE: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) AGREEMENT FOR PROFESSIONAL SERVICES WITH CITY OF SANTA ROSA FOR GIS WEB SITE HOSTING AND ASSOCIATED GIS SERVICES This Agreement is made this day of 720 between the City of Rohnert Park, a municipal corporation ( "ROHNERT PARK "), and the City of Santa Rosa, ( "SANTA ROSA ") a charter city. RECITALS A. ROHNERT PARK desires to obtain GIS Web Site Hosting and other associated Geographic Information Systems (GIS) services_ Primary services would include the Hosting of a GIS map for ROHNERT PARK ( "ROHNERT PARK MAP ") on the existing SANTA ROSA GIS web site ( "GIS WEB SITE ") for use by ROYINERT PARK employees. Other selected work would be on an as- needed and project basis. B_ ROHNERT PARK desires to retain GIS professionals) to provide GIS web site hosting services and professional(s) to provide associated services in accordance with the Description of Desired Services contained in the attached Exhibit A. C. SANTA ROSA represents to ROHNERT PARK that it is a City with highly trained professionals fully qualified to provide GIS web site hosting services and associated GIS services and render advice to ROHNERT PARK in connection with said services. D. The parties have negotiated upon the terms pursuant to which SANTA ROSA will provide such services and have reduced such terms to writing. AGREEMENT NOW, THEREFORE, ROHNERT PARK and SANTA ROSA agree: SCOPE OF SERVICE 1 3. DOCUMENTATION: RETENTION OF MATERIALS .a. SANTA ROSA shall maintain adequate documentation to substantiate all charges for hours and materials as required by Section 2 of this Agreement. b. SANTA ROSA shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than a flat rate and shall make such documents and records available to authorized representatives of ROHNERT PARK for inspection at any reasonable time. C. SANTA ROSA shall maintain the records and any otherrecords related to the performance of this Agreement, and shall allow ROHNERT PARK access to such records, fora period of four (4) years. 4. INDEMNITY/LIABILITY SANTA ROSA agrees to accept responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release ROHNERT PARK, its officers, agents, and employees, from actions, claims, damages, disabilities or the cost of litigation that are asserted by any person or entity to the extent arising out of the negligent acts or omissions or willful misconduct in the performance by SANTA ROSA hereunder, whether or not there is concurrent negligence on the part of ROHNERT PARK, but excluding liability due to the active negligence or willful misconduct of ROHNERT PARK. This indemnification obligation is not limited in anyway by any limitation on the amount or type of damages or compensation payable to or for SANTA ROSA or its agents, under workers` compensation acts, disability benefits acts or other employees' benefits acts. ROHNERT PARK agrees to accept responsibility for loss or damage to any person or entity, and to defend, indemnify, hold harmless and release SANTA ROSA, its officers, agents, and 3 be refunded to ROHNERT PARK on a pro -rated basis: 7. NOTICES Except as otherwise specifically provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first -class postage, and addressed as indicated below, and depositing in the United States mail to: ROHNERT PARK: James Grundman Information Systems Manager City of Rohnert Park 6800 Hunter Drive, Suite B Rohnert Park, CA 94928 Phone: (707) 585 -6760 Fax: (707) 585 -6705 8. INDEPENDENT CONTRACTOR SANTA ROSA: Mike Hargreaves GIS Coordinator City of Santa Rosa 90 Santa Rosa Ave Santa Rosa, CA 95404 Phone: (707) 543 -3112 Fax: (707) 543 -3139 The parties intend that SANTA ROSA, in performing the services specified, shall act as an independent contractor and shall have control of its work and the manner in which it is performed. It shall be free to contract for similar services to be performed for other employers while it is under contract with ROHNERT PARK and shall maintain as its primary priority GIS services and related work for the City of Santa Rosa. SANTA ROSA shall not be considered an agent or employee of ROHNERT PARK and is not entitled to participate in any pension plan, medical, or dental plans, or any other benefit provided by ROHNERT PARK for its employees. 9. ADDITIONAL SERVICES If ROHNERT PARK makes a decision to change the scope of work, as delineated in Paragraph 1 above, all such changes shall be by written amendment to this Agreement and shall be IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF SANTA ROSA CITY OF ROHNERT PARK A Charter City A Municipal Corporation General Law City By Name: Michael Frank By Title: Director of Administration Services Name: Stephen R. Donley Title: City Manager APPROVED AS TO FORM ATTEST By City Clerk City Attorney APPROVED AS TO FORM By W", S� abrielle Whelan ROHNERT PARK City Attorney McDonough, Holland & Allen 1901 Harrison Street, 9'h Floor Oakland, CA 94612 7 - EXHIBIT A_ AGREEMENT FOR PROFESSIONAL SERVICES WITH CITY OF SANTA ROSA FOR GIS WEB HOSTING AND ASSOCIATED SERVICES DESCRIPTION OF DESIRED SERVICES SANTA ROSA will provide to ROHNERT PARK a ROHNERT PARK MAP to be hosted on the GIS WEB SITE. Access will be controlled using a logon screen with username and password. The ROHNERT PARK MAP is intended solely for use by ROHNERT PARK staff. ROHNERT PARK will have the responsibility of providing all content used in the ROHNERT PARK MAP with the following exception: If the County of Sonoma is willing to provide County of Sonoma created and maintained GIS Layers and other Data to SANTA ROSA for free, and does not object to SANTA ROSA using such GIS Layers and Data on the ROHNERT PARK MAP, SANTA ROSA will be willing to receive such GIS Layers and Data directly from the County of Sonoma and place them on the ROHNERT PARK MAP as mutually agreed upon. There will be no charge to ROHNERT PARK for the placing of County of Sonoma GIS Layers and Data on the ROHNERT PARK MAP. Without limiting the generality of the foregoing, SANTA ROSA may provide any or all the following services and perform any or all of the following tasks for ROHNERT PARK. Specific services to be performed under this agreement and schedule for completion shall be as mutually agreed upon. Provide professional advice and technical support to ROHNERT PARK staff and attend meetings as requested. Adding new GIS Layers and/or Data provided by ROHNERT PARK to the existing ROHNERT PARK MAP. Adding new functionality to the existing ROHNERT PARK MAP. 4. Replace GIS Layers and /or Data on the ROHNERT PARK MAP with revised information provided by ROHNERT PARK. 5. Develop new GIS Layers and /or Data. 6. Maintain existing GIS Layers and/or Data. EXHIBIT B -- - - AGREEMENT FOR PROFESSIONAL SERVICES WITH CITY OF SANTA ROSA FOR GIS WEB HOSTING AND OTHER GIS SERVICES Annual Fee for Web Hosting Services: $4,000.00 Hourly Cost for Additional GIS Work: $100.00 Mike Hargreaves is designated as GIS Coordinator for services to be provided under this agreement. Primary work under this agreement shall be provided by the GIS Coordinator or by other SANTA ROSA staff under the direct supervision of the GIS Coordinator.