1 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
CITY OF CHULA VISTA
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
WITH KINGDOM CAUSES DBA CITY NET
TO PROVIDE HOMELESS BRIDGE SHELTER OPERATIONS
This Agreement is entered into effective as of May 3, 2022 (“Effective Date”)1 by and between the City of Chula Vista, a chartered municipal corporation (“City”) and KINGDOM CAUSES dba CITY NET , (“Contractor/Service Provider”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, WHEREAS, on August 18, 2021 the Chula Vista Homeless Outreach Team conducted a point in time count, CVCounts2021 which identified a total of 792 homeless persons within the City; and,
WHEREAS, the City Council affirms the City of Chula Vista’s commitment to combatting homelessness and creating or augmenting a continuum of shelter and service options for those living without shelter in our communities; and,
WHEREAS, analysis and evidence have demonstrated that providing decent, safe and stable housing combined with crucial support services are two primary components of successful transition from homelessness to a safer and healthier way of living; and
WHEREAS, on October 26, 2021, the City Council authorized the purchase of 65 Pallet Shelter Units to be located at 205 27th Street for the purposes of developing a Homeless Bridge Shelter;
WHEREAS, on October 25, 2021, the City of Chula Vista issued a Request for Proposals (RFP) seeking qualified agencies for the operation of the Bridge Shelter;
WHEREAS, after a comprehensive review and consideration, the RFP selection committee recommended the selection of Kingdom Cause dba as City Net (“City Net”) for the operations of the Homeless Bridge Shelter; and
WHEREAS, City Net warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required to City in accordance with the time frames and the terms and conditions of this Agreement.; and
WHEREAS, Contractor/Service Provider warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Contractor/Service Provider to City in accordance with the time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
2 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Contractor/Service Provider hereby agree as follows:
1. SERVICES
1.1 Required Services. Contractor/Service Provider agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor/Service Provider, from time to time, reduce the Required Services to be performed by the Contractor/Service Provider under this Agreement. Upon doing so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, C ity may request Contractor/Service Provider provide additional services related to the Required Services (“Additional Services”). If so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein.
Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Contractor/Service Provider expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Contractor/Service Provider of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards , or the willful misconduct of the Contractor/Service Provider or its subcontractors.
1.6 Security for Performance . In the event that Exhibit A Section 4 indicates the need for Contractor/Service Provider to provide additional security for performance of its duties under this Agreement, Contractor/Service Provider shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Contractor/Service Provider shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License . Prior to commencement of work, Contractor/Service Provider shall obtain a business license from City.
3 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
1.9 Subcontractors. Prior to commencement of any work, Contractor/Service Provider shall submit for City’s information and approval a list of any and all subcontractors to be used by Contractor/Service Provider in the performance of the Required Services. Contractor/Service Provider agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Contractor/Service Provider to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Contractor/Service Provider under this Agreement, Contractor/Service Provider shall ensure that each and every subcontractor carries out the Contractor/Service Provider ’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Contractor/Service Provider’s commencement of the Required Services hereunder, and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Contractor/Service Provider in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Contractor/Service Provider agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All char ges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget.
Contractor/Service Provider must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Contractor/Service Provider . Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Contractor/Service Provider for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Contractor/Service Provider.
2.5 Reimbursement of Costs . City may reimburse Contractor/Service Provider ’s out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Contractor/Service Provider shall be responsible for any and all out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Contractor/Service Provider for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City 4 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
shall also not be responsible for any cost: (a) incurred pr ior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Contractor/Service Provider , its agents, employees, or subcontractors.
2.7 Payment Not Final Approval . Contractor/Service Pr ovider understands and agrees that payment to the Contractor/Service Provider or reimbursement for any Contractor/Service Provider costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Contractor/Service Provider of the terms of this Agreement. If City determines that Contractor/Service Provider is not entitled to receive any amount of compensation already paid, City will notify Contractor/Service Provider in writing and Contractor/Service Provider shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance. Contractor/Service Provider must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, i ncorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI ) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Contractor/Service Provider must include all sub-Contractor/Service Providers/sub- contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-Contractor/Service Providers must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Contractor/Service Provider’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Contractor/Service Provider’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers.
Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Contractor/Service Provider and in no way relieves Contractor/Service Provider from its responsibility to provide insurance.
5 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Contractor/Service Provider must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Contractor/Service Provider’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Contractor/Service Provider waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Contractor/Service Provider shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Contractor/Service Provider has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a “Retro Date” prior to the effective d ate of this Agreement, the Contractor/Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Contractor/Service Provider’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Contractor/Service Provider maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
6 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Contractor/Service Provider shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Contractor/Service Provider , its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or pas sive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Contractor/Service Provider, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services . Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to tim e, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Contractor/Service Provider’s obligations under this Section 4 is Contractor/Service Provider’s obligation to defend, at Contractor/Service Provider’s own cost, expense and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor/Service Provider shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Contractor/Service Provider’s Obligations Not Limited or Modified . Contractor/Service Provider’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Contractor/Service Provider . Furthermore, Contractor/Service Provider’s obligations under this Section 4 shall in no way limit, modify or excuse any of Contractor/Service Provider’s other obligations or duties under this Agreement.
4.5. Enforcement Costs . Contractor/Service Provider agrees to pay any and all costs City incurs in enforcing Contractor/Service Provider’s obligations under this Section 4.
4.6 Survival. Contractor/Service Provider’s obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONTRACTOR/SERVICE PROVIDER.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and Contractor/Service Provider s performing work for government agencies to publicly disclose certain of their personal assets and incom e using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Contractor/Service Provider shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
7 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
5.2 Disclosures; Prohibited Interests. Independent of whether Contractor/Service Provider is required to file a Form 700, Contractor/Service Provider warrants and represents that it has disclosed to City any economic interests held by Contractor/Service Provider , or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement.
Contractor/Service Provider warrants and represents that it has not em ployed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service Provider, to solicit or secure this Agreement. Further, Contractor/Service Provider warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service Provider , any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
Contractor/Service Provider further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Contractor/Service Provider or Contractor/Service Provider ’s subcontractors.
Contractor/Service Provider further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Contractor/Service Provider shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Contractor/Service Provider shall violate any of the other covenants, agreements or conditions of this Agreement (each a “De fault”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Contractor/Service Provider. Such notice shall identify the Default and the Agreement termination date. If Contractor/Service Provider notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Contractor/Service Provider up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Contractor/Service Provider shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Contractor/Service Provider as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider may be entitled to compensation for work satisfactorily performed prior to Contractor/Service Provider’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Contractor/Service Provider of such termination or suspension at least fif teen (15) days prior to the effective date thereof. Upon receipt of such notice, Contractor/Service Provider shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agr eement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
8 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Contractor/Service Provider hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Contractor/Service Provider shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California.
6.6 Service of Process. Contractor/Service Provider agrees that it is subject to personal jurisdiction in California. If Contractor/Service Provider is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Contractor/Service Provider irrevocably consents to service of process on Contractor/Service Provider by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, proc edures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Contractor/Service Provider in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, discl ose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Contractor/Service Provider, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Contractor/Service Provider shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Contractor/Service Provider ’s unique qualifications and traits. Contractor/Service Provider shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Contractor/Service Provider warrants and represents that they have the authority to execute same on behalf of Contractor/Service Provider and to bind 9 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
Contractor/Service Provider to its obligations hereunder without any further action or direction from Contractor/Service Provider or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Contractor/Service Provider agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the per formance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub-contractors/sub-Contractor/Service Providers.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Contractor/Service Provi der is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Contractor/Service Provider or any of Contractor/Service Provider’s officers, employees, or agents (“ Contractor/Service Provider Related Individuals”), except as set forth in this Agreement. No Contractor/Service Provider Related Individuals shall be deemed employees 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.
Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Contractor/Service Provider Related Individuals; instead, Contractor/Service Provider shall be solely responsible for the payment of same and shall hold the City harmless with respect to same.
Contractor/Service Provider shall not at any time or in any manner represent that it or any of its Contractor/Service Provider Related Individuals are employees or agents of City. Contractor/Service Provider shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 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 a ny 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 in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any elect ronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, 10 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
11 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
SIGNATURE PAGE
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor/Service Provider agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
KINGDOM CAUSES DBA CITY NET CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________ BRAD FIELDHOUSE MARIA V. KACHADOORIAN
EXECUTIVE DIRECTOR CITY MANAGER
APPROVED AS TO FORM
BY: ________________________________
Glen R. Googins
City Attorney
12 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Angelica Davis, Sr Management Analyst
276 Fourth Avenue; Chula Vista, CA 91910
619-691-5036
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Contractor/Service Provider Contract Administration:
KINGDOM CAUSES DBA CITY NET
4508 Atlantic Avenue, Suite 292 | Long Beach, CA 90807
For Legal Notice Copy to:
Same as Above
2. Required Services
A. General Description:
Kingdom Causes Inc., dba City Net ("City Net") will serve as part of the City of Chula Vista ("Chula Vista") team to facilitate the successful implementation and operation of a year -round Homeless Bridge Shelter ("Shelter"), a temporary emergency shelter serving the homeless residents of the city.
City Net shall operate a year-round, non-faith-based, emergency shelter for up to 65 homeless individuals, as referred by designated city agencies and their subcontracted partners. Shelter will be provided 365 days a year and be accessible to the shelter residents 24/7. As the operator, City Net will provide safe shelter, basic needs and system navigation services to move residents out of homelessness and into long-term housing solutions.
Clients shall be admitted with "low -threshold" requirements so that chronic and vulnerable homeless people can easily enter and remain in shelter until they can secure long -term housing. Shelter will be operated in accordance with City Net non-discrimination policies and in a manner consistent with evidence-based national best-practices of shelter operation, including low-threshold, Housing First, Trauma-Informed Care, and Harm Reduction principles.
13 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
Emergency Services shall include the following:
• Intake and assessment
• Safe sleeping in pallet shelter units (including ADA units with ADA parking onsite) • Security
• Meals
• Showers (including ADA units)
• Restrooms (including ADA units)
• Janitorial service (of grounds and common buildings)
• Storage management
• Enrichment activities
• Monthly services provider calendar
• Transportation services and assistance
In addition to emergency services listed above, City Net will, through professional Case Managers, coordinate resident access to a range of on -site and off-site programs and services to link homeless neighbors to resources, including long-term housing. These include referrals, as available, to:
• Healthcare resources
• Mental and health resources
• Drug and alcohol treatment
• Workforce readiness
• Housing stability aftercare
Management, Operations and Public Safety (MOPS) Plan
City Net will provide all services in accordance with a written Management, Operations and Public Safety (MOPS) Plan. The MOPS is a separate document to this Scope of Work, detailing how the services in this document will be delivered.
The MOPS will be submitted to City and stakeholders and include, but not be limited to, information on the following:
• Service provision policies and procedures for all services listed in this Scope of Work • Facility maintenance and repairs
• Utilities and trash pick-up
• Client policies including
o Shelter rules and regulation
o Non-Discrimination policy
o Grievance policies and procedures
o Safety and Security policies
o Health policies, including access to emergency medical care, disease prevention, first aid, use of prescribed and over-the-counter medications, drug possession and Possession of controlled substances o Food policies
o Transportation policies
o Animal management policies
• Staffing and management plan including hiring policy, screening and acceptance procedures, staffing policies for safe and humane shelter environment, staff training, communication, resources and referrals, mental health and addiction skills, self-care, emergency procedures (evacuation, first aid, CPR, Narcan interventions, CPR, 911 reporting), safety conduct (prevention of abuse, crisis intervention, conflict resolutions), and appropriate behavior for dignity and respect.
• Staffing Responsibility Matrix, with position responsibilities and shift coverage 14 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
• Data collection and sharing policies and procedures
• Participation in Continuum of Care activities, Coordinated Entry System and HMIS • Volunteer Management Plan including recruitment, training and management of volunteers for the shelter, roles of volunteers and volunteer policies including a description of tasks, selection, screening and background checks, orientation and training, and lines of authority. • Supportive Services Plan with policies and procedures for onsite and offsite agencies which provide healthcare, mental health, behavioral health, workforce readiness, housing stability, and other supportive services to include information on referrals, data sharing, and collaborative case conferencing. • Good Neighbor Plan including communications, outreach, addressing community concerns, community involvement, coordination of Shelter services and activities with neighborhood businesses, residents, schools and other stakeholders, and working with City to minimize the impact of the Shelter on the surrounding neighborhood.Enter Summary Of Work To Be Performed (e.g. Contractor/Service Provider XYZ Will Provide Customer Service Trainings To City Staff)
B. Detailed Description:
See above.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin May 3, 2022 and end on May 3, 2023 (with a three year option to extend) for completion of all Required Services.
4. Compensation: See Section “ Below”
A. Form of Compensation
☐ Time and Materials. For performance of the Required Services by Contractor/Service Provider as identified in Section 2.B., above, City shall pay Contractor/Service Provider for the productive hours of time spent by Contractor/Service Provider in the performance of the Required Services, at the rates or amounts as indicated below:
Enter Applicable Hourly Rates
B. Reimbursement of Costs
☒ Invoiced or agreed-upon amounts as follows:
15 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
BUDGET
Notwithstanding the foregoing, the maximum amount to be paid to the Contractor/Service Provider for services performed through May 3, 2023 shall not exceed $2,000,000.
5. Special Provisions: CHECK ANY THAT APPLY OR SELECT “NONE,” AND DELETE ALL INSTRUCTIONS.
☐ Permitted Sub-Contractor/Service Providers: None
☐ Security for Performance: Not Applicable
☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for two additional terms, defined as a one -year increment or May 3, 2022. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to 6% for each extension. The City shall give written notice to Contractor/Service Provider of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. Such notice shall be provided at least 30 days prior to the expiration of the term.
Title/Role Description
Fully Loaded
Compensation
Hrs/
week Wks FTE TOTAL
Shelter Operations Manager Project supervision $36.76 40 52 1.00 $76,460.80 Residential Coordinator
(Shelter Associate)
Support client needs, facility oversight,
meals, etc.
$25.00 40 52 8.40 $436,800.00
Case Management Supervisor Case management supervision $33.54 20 52 0.50 $34,881.60 Case Manager Intakes, exits, coordinated entry, housing case management and navigation
$27.72 40 52 2.50 $144,144.00
Housing Specialist Housing Navigation expert $27.72 40 52 1.00 $57,657.60 Security Safety checks, client emergencies, check
ins, check outs
$25.00 40 52 5.60 $291,200.00
Janitorial General upkeep, cleanliness, notification of outside maintenance needs
$20.00 20 52 0.50 $20,800.00
Data entry and reporting HMIS data entry, reporting, data $25.30 16 52 0.40 $21,049.60 Executive leadership Project oversight, quality control, staff deployment, problem solving
$79.50 8 52 0.20 $33,072.00
Finance and billing Payroll, billing $29.26 8 52 0.20 $12,172.16 Human resources Staff recruiting, hiring, training, disputes $29.68 8 52 0.20 $12,346.88 Community Engagement Communications, mobilization local community for advocacy and client
$25.44 8 52 0.20 $10,583.04
Operations Inventory, purchasing, technical support $25.44 8 52 0.20 $10,583.04
20.90 $1,161,750.72
Item TOTAL
Shelter $0.00
Shelter $0.00
Shelter $20,000.00
Shelter $15,000.00
Shelter $20,000.00
Shelter $3,000.00
Utilities $0.00
Utilities $5,000.00
Facilities $0.00
Facilities $11,700.00
Facilities $35,175.00
$109,875.00
Item TOTAL
Materials and Supplies $45,000.00
Client Services $246,375.00
Client Services $7,500.00
Client Services $15,000.00
Client Services $0.00
Client Services $48,000.00
Client Services $41,220.16
Equipment $40,000.00
Materials and Supplies $2,000.00
Materials and Supplies $5,000.00
Materials and Supplies $28,000.00
Materials and Supplies $8,000.00
Materials and Supplies $15,000.00
$501,095.16
Category TOTAL
Indirect Costs $177,272.09
$177,272.09
$1,949,992.97Project TOTAL
Uniforms, copies, forms, office supplies, equipment, etc.
IT support and client management software licenses
Financial audit
Liability Insurance
Operations and Program Expenses Subtotal:
Administration
Description
Fees, rental assistance and move-in costs for: rapid rehousing, sober living homes, room and board, rooms for rent, relocations, etc. Also fees for documentation, local transportation, work expenses, etc.
Phones, computers (hardware and software) and equipment Personal Protective Equipment (PPE) for staff and clients (masks, gloves, face shields, proximity suits, trash bags, etc.) with replacements At 10%: includes general expenses incurred by City Net but not directly borne by the project (utilities, taxes, other required insurance not listed above, legal, staff development, contingencies, etc.)
Administration subtotal:
Meals, snacks and beverages
Paper goods for meals
Pet supplies, equipment, vaccinations
Medical, dental, behavioral health, legal services, etc.
Client/staff transport (2 vehicles): vehicle lease, gas, vehicle insurance, maintenance
Onsite Storage units
Facilities and Shelter Expenses Subtotal:
Operations and Program Expenses
Description
Toiletries, paper goods, trash bags, non-janitorial supplies Furnishing of units: furniture, storage units, etc.
Water, power, sewer, plumbing, landscaping, trash pickup, etc.
Ring Security camera system, with setup and maintenance Showers and restrooms: rental, maintenance and repairs
Pest control
Land Lease
Modular housing unit lease
Modular housing maintenance and repairs
Furnishing of units: mattresses, matress coverings, etc.
Furnishing of units: pillows, blankets, linens, etc.
City Net Chula Vista Bridge Shelter Operations Budget, fiscal year 2022-2023 Labor
Labor Subtotal:
Facilities and Shelter Expenses
Description
1 4/15/2022
Title/Role Description
Fully Loaded
Compensation
Hrs/
week Wks FTE TOTAL
Shelter Operations Manager Project supervision $38.97 40 52 1.00 $81,048.45 Residential Coordinator
(Shelter Associate)
Support client needs, facility oversight,
meals, etc. $26.50 40 52 8.40 $463,008.00
Case Management Supervisor Case management supervision $35.55 20 52 0.50 $36,974.50 Case Manager Intakes, exits, coordinated entry, housing case management and navigation $29.38 40 52 2.50 $152,792.64 Housing Specialist Housing Navigation expert $29.38 40 52 1.00 $61,117.06 Security Safety checks, client emergencies, check
ins, check outs $26.50 40 52 5.60 $308,672.00
Janitorial General upkeep, cleanliness, notification of outside maintenance needs $21.20 20 52 0.50 $22,048.00
Data entry and reporting HMIS data entry, reporting, data $26.82 16 52 0.40 $22,312.58 Executive leadership Project oversight, quality control, staff deployment, problem solving $84.27
8 52 0.20 $35,056.32
Finance and billing Payroll, billing $31.02 8 52 0.20 $12,902.49 Human resources Staff recruiting, hiring, training, disputes $31.46 8 52 0.20 $13,087.69 Community Engagement Communications, mobilization local community for advocacy and client $26.97 8 52 0.20 $11,218.02 Operations Inventory, purchasing, technical support $26.97 8 52 0.20 $11,218.02
20.90 $1,231,455.76
Item TOTAL
Shelter $0.00
Shelter $0.00
Shelter $21,200.00
Shelter $15,900.00
Shelter $21,200.00
Shelter $3,180.00
Utilities $0.00
Utilities $5,300.00
Facilities $0.00
Facilities $12,402.00
Facilities $37,285.50
$116,467.50
Item TOTAL
Materials and Supplies $47,700.00
Client Services $261,157.50
Client Services $7,950.00
Client Services $15,900.00
Client Services $0.00
Client Services $50,880.00
Client Services
$43,693.37
Equipment $42,400.00
Materials and Supplies $2,120.00
Materials and Supplies $5,300.00
Materials and Supplies $29,680.00
Materials and Supplies $8,480.00
Materials and Supplies $15,900.00
$531,160.87
Category TOTAL
Indirect Costs $187,908.41
$187,908.41
$2,066,992.55
Administration subtotal:
Project TOTAL
Financial audit
Liability Insurance
Operations and Program Expenses Subtotal:
Administration
Description
At 10%: includes general expenses incurred by City Net but not directly borne by the project (utilities, taxes, other required insurance not listed above, legal, staff development, contingencies, etc.)
Client/staff transport (2 vehicles): vehicle lease, gas, vehicle insurance, maintenance
Fees, rental assistance and move-in costs for: rapid rehousing, sober living homes, room and board, rooms for rent, relocations, etc. Also fees for documentation, local transportation, work expenses, etc.
Phones, computers (hardware and software) and equipment Personal Protective Equipment (PPE) for staff and clients (masks, gloves, face shields, proximity suits, trash bags, etc.) with replacements Uniforms, copies, forms, office supplies, equipment, etc.
IT support and client management software licenses
Description
Toiletries, paper goods, trash bags, non-janitorial supplies Meals, snacks and beverages
Paper goods for meals
Pet supplies, equipment, vaccinations
Medical, dental, behavioral health, legal services, etc.
Ring Security camera system, with setup and maintenance Showers and restrooms: rental, maintenance and repairs
Pest control
Onsite Storage units
Facilities and Shelter Expenses Subtotal:
Operations and Program Expenses
Modular housing unit lease
Modular housing maintenance and repairs
Furnishing of units: mattresses, matress coverings, etc.
Furnishing of units: pillows, blankets, linens, etc.
Furnishing of units: furniture, storage units, etc.
Water, power, sewer, plumbing, landscaping, trash pickup, etc.
City Net Chula Vista Bridge Shelter Operations Budget, fiscal year 2022-2023 Labor
Labor Subtotal:
Facilities and Shelter Expenses
Description
Land Lease
2 4/15/2022
16 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
EXHIBIT B
INSURANCE REQUIREMENTS
Contractor/Service Provider shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
☒ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
a
ggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
☒ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
Other Negotiated Insurance Terms: “NONE”
17 City of Chula Vista Agreement No.: 2022-032
Service Provider Name: KINGDOM CAUSES dba CITY NET Rev. 2/4/21
EXHIBIT C
CONTRACTOR/SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION
The Political Reform Act2 and the Chula Vista Conflict of Interest Code 3 (“Code”) require designated state and local government officials, including some Contractor/Service Providers, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessi ble to any member of the public. In addition, Contractor/Service Provider s designated to file the Form 700 are also required to comply with certain ethics training requirements.4
☐ A. Contractor/Service Provider IS a corporation or limited liability company and is therefore EXCLUDED 5 from disclosure.
☐ B. Contractor/Service Provider is NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Address Applicable Designation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for each
individual
Enter email address(es) ☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more of
the categories under which the Contractor shall
file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☐ C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Contractor/Service Provider,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Contractor/Service Provider will provide. Notwithstanding this designation or anything in the Agreement, the Contractor/Service Provider is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the Contractor’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Enter City Staff Person’s Name
2 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 3 Chula Vista Municipal Code §§2.02.010-2.02.040.
4 Cal. Gov. Code §§53234, et seq.
5 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4 th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not include corporation or limited liability company).