Chula Vista City Council
July 19, 2022

REQUEST FOR PROPOSALS (RFP P10-22/23) FOR

CONSULTING SERVICES FOR THE CREATION OF A

DIVERSITY, EQUITY AND INCLUSION ACTION PLAN

FOR THE CITY OF CHULA VISTA, CA

Distribution/Advertisement: February 21, 2022
RFP Submittal Deadline: March 31, 2022, 5:00 p.m. (PST)

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REQUEST FOR PROPOSALS (RFP P10-22/23) FOR

CONSULTING SERVICES FOR THE CREATION OF A

DIVERSITY, EQUITY AND INCLUSION ACTION PLAN

FOR THE CITY OF CHULA VISTA, CA

The City of Chula Vista is seeking to solicit proposals from qualified firms to provide consulting services for the creation of a city-wide diversity, equity and inclusion action plan.

Proposals should include plans for community outreach and education events to involve residents and local stakeholders in the critical elements and creation of the plan.

Notice is hereby given that proposals will be received until 5:00 pm PST on March 31, 2022 and must be submitted via PlanetBids by the due date and time. Late proposals will not be considered. Proposers are hereby referred to the proposal instructions, general provisions, and terms and conditions contained in this request for proposal. All proposals must be submitted through PlanetBids email or fax submissions will not be accepted.

Questions related to the proposal must be submitted through PlanetBids. Questions must be received by 3:00 P.M. Wednesday, March 16, 2022. Answers will be uploaded to PlanetBids no later than 5:00 P.M. Monday March 21, 2022.

The City reserves the right to reject any or all proposals received any portion of any proposal and to waive any irregularities or informalities in proposals or the RFP process.

Any addenda that are issued through this RFP must be signed and returned with your submittal.

Victor De La Cruz
Procurement Services Analyst

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Table of Contents

1.0 INTRODUCTION 6

1.0 Welcome letter from the City Manager 6

1.1 Overview of Solicitation 7

1.2 Purpose of Solicitation 7

1.3 Background 7

2.0 SUBMITTAL REQUIREMENTS 12

2.1 Submittal Cover 12

2.2 Table of Contents 12

2.3 Cover Letter 13

2.4 Identify the Management Consulting Services Team 13

2.5 Related Experience 13

2.6 Personnel 14

2.7 Organization Chart 14

2.8 Financial Strategy 14

2.9 Additional Required Documents 14

3.0 SELECTION PROCESS AND SCHEDULE 14

3.1 Selection Process 14

3.2 Submittal Schedule 15

3.3 Submittal Deadline 15

4.0 DECLARATIONS AND ADDITIONAL INFORMATION 15

4.1 City’s Rights Pertinent to this Solicitation 15

4.2 Withdrawal of Solicitation 15

4.3 Public Disclosure 15

4.4 Confidential Solicitation 16

4.5 News Releases 16

4.6 Conflict of Interest/Financial Disclosure 16

4.7 Indemnification 16

4.8 Examination of Solicitation 16

4.9 Nondiscrimination Policy 16

4.10 Local Business and Employment 17

5.0 APPENDICES 17
Appendix F – Attachment F.1 – Disclosure Statement
Appendix F – Attachment F.2 – Financial Capacity/Litigation History Appendix F – Attachment F.3 – Subconsultant and Vendor List Appendix F – Attachment F.4 – Proposal General Provisions Appendix F – Attachment F.5 – City of Chula Two Party Agreement

February 21, 2022

RE: Request for Proposal – Diversity, Equity and Inclusion Action Plan

Dear Proposer:

This Request for Proposal (RFP) will provide your firm with sufficient information to enable you to successfully prepare and submit a proposal for Chula Vista’s Diversity, Equity and Inclusion Action Plan. As Chula Vista’s first woman and Latina City Manager, t his is an initiative that is near to my heart. As a municipal corporation and as a community, Chula Vista recognizes and embraces the importance and value of diversity, equity and inclusion, but realizes there is more work to be done. This is an organizational priority and is a mul ti- faceted effort that will involve both internal and external engagement efforts in order to effect tangible, long-term change.

In order for your RFP to be considered responsive, it must adhere to the submittal requirements that follow in this document. The successful Contractor will be selected based on the proposal, best value of services provided, fit and advantage to our organization . The RFP includes a preliminary scope of work and general terms. It is the goal of the City to promote local , minority, veteran, disabled and women -owned business participation in construction and service contracts. As such, the selected contractor shall make a good faith effort to identify and hire minority subcontractors for this project.

Please be aware the scope of services, as defined within this document, may be modified by the City after final selection of the Contractor. The general terms and conditions are part of any submitted proposal and will be incorporated into any subsequent contract. Submission of a propos al shall constitute acceptance of these terms and conditions. Conditional responses may be rejected. Out of area firms will be considered; however, all firms will need to be registered with the California Secretary of State.

Questions concerning this RFP and your proposal should follow the instructions outlined in this document. Thank you for your assistance in helping the City of Chula Vista advance our mission of providing the most equitable and inclusive services possible to our community and employees. I hope to receive your proposal for this important work and look forward to learning more about your firm.

Sincerely,

Maria V. Kachadoorian
City Manager

1.0 INTRODUCTION

1.1 Overview of Solicitation

The City of Chula Vista is seeking to solicit proposals from qualified firms to provide consulting services for the creation of a city-wide Diversity, Equity and Inclusion Action Plan.

Proposals should include plans for community outreach and education eve nts to involve residents and local stakeholders in the critical elements and creation of the plan.

Proposals are due by 5 :00 pm PST on March 31, 2022 and must be submitted through PlanetBids. Proposals received after this time or via email/fax will not be considered. If you experience technical difficulties submitting your proposal you must first contact PlanetBids (818) 992-1771 to receive technical assistance. If PlanetBids cannot assist you must notify Victor De La Cruz via email [email protected].

1.2 Purpose of Solicitation

The City of Chula Vista intends to enter into a professional consultant services agreement with the selected consultant team to provide professional services in establishing the city- wide Diversity, Equity and Inclusion Action Plan. Such agreement is intended to provide for the legal and financial arrangement between the consultant and the City.

1.3 Background

Chula Vista – A Dynamic and Growing Welcoming City

The City of Chula Vista is located at the center of one of the richest cultural, ethnically diverse, and multilingual communities in the United States. It is the second -largest City in San Diego County with a population of 275,487. Chula Vista boasts more than 50 square miles of coastal landscape, canyons, rolling hills, mountains, quality parks, and miles of trails. Chula Vista is a leader in conservation and renewable energy, has outstanding public schools, and has been named one of the top safest cities in the country. Situated between Downtown San Diego and the international border with Mexico, the City benefits from a diverse, well -educated population and a robust transportation network. From master planned communities with verdant boulevards, to high -quality educational opportunities spanning award winning K - 12 schools and Southwestern Community College —the quality of life in Chula Vista is impeccable.

The City has already made some significant strides towards advancing equity. Chula Vista is known as a Certified Welcoming City, is ranked #2 in the 2019 New American Economy Index, has been successfully addressing the digital divide, developing a healthy community, fostering conversations on equity and race through the Human Relations Commission, embarking on an inclusive economic development strategy with assistance from Harvard University, and many more efforts across the organization have been underway as well.

However, as impressive as each of these achievements are, there is still more work to be done.

The City is proud of and strengthened by its diverse communities. While some families claim generations of history , others have located here more recently because of a strong connection to the City’s community character. To support the City’s commit ment to the immigrant community, the City has become a member of the Welcoming America network.

Welcoming America provides tools and resources to help cities and partners “reduce the barriers that immigrants face to fully participating and build bridges be tween newcomers and long-time residents.”

On April 25, 2017, the Chula Vista City Council unanimously supported a resolution to affirm city policie s regarding immigration enforcement and to join the “Welcoming America” network. The action further directed staff to develop and implement a program for better communication of City policies and services to the City’s immigrant community and to provide the City Council with opportunities to actively support or oppose laws to advance city interests and policies on immigration enforcement.

In October 2019, the City of Chula Vista became the first city in the state of California to earn a designation by Welcoming America as a Certified Welcoming City. This designation puts in place a new approach to creating policies and programs that set the standard for embracing immigrants and refugees.

In May 20 20, the City of Chula Vista became the first city in the County to adopt a Digital Equity and Inclusion Plan , which lays out a series actions the City will ta ke to bridge the digital divide. This pla n establishes policies, goals and objectives that ensure Chula Vista residents have affordable access to high -speed internet, as well as the skills and devices needed to use it.

After the American Library Association passed a resolution in January 2019 recognizing fines as a form of social inequity, the City of Chula Vista was able to eliminate fines. As of July 1, 2021, overdue fees for books, magazines, audiobooks and music CDs are no longer charged.

Items are also auto renewed up to five times if eligible. Fines and penalties were found to drive away the patrons who benefit the most from free library resources.

In May 2021, as part of the Climate Action Plan, staff worked with stakeholders to create the Climate Equity Index. This report explains that as Chula Vista and other cities developed, not all residents were treated fairly by institutions, such as governments and banks, or by fellow residents and businesses. Over decades, this inequality has had significant impacts to many communities, such as inequal economic participation, land-use and planning that can have negative health impacts or cause disparate educational achievement. These impacts have negatively affected Chula Vista residents and climate change will exacerbate those negative impacts. For example, if heat waves increase as expected under climate change predictions, it will be those resi dents who live in older buildings that typically are not well insulated or not air -conditioned, or residents who cannot afford to run older and less efficient air conditioners that will be impacted the most. To better understand and describe these types

of impacts, the City initiated the Climate Equity Index. This study builds upon efforts other communities have taken across the nation to identify those commun ities most impacted better spatially by, or vulnerable to, climate and pollution burdens and address the historical inequality residents have faced to identify solutions that can help.

Now, the City of Chula Vista seeks to elevate our focus to promote an d encourage diversity, equity, inclusion and accountability by addressing structural and systemic disparities in our community and municipal services with a focus on health, housing, education, employment/jobs, public safety, environmental justice, transportation and economic opportunity. Additionally, these efforts have historically been somewhat siloed within the organization and have potential to be expanded by being more inclusive to all who want to engage versus those who have been chosen to engage.

City staff is preparing to embark on a d eliberate process that coordinates and collaborates with all city departments, all levels of city staff and community stakeholders in the development of strategies and recommendations that will serve as the catalysts of a Diversity, Equity and Inclusion Action P lan to advance the City’s efforts in creating a more inclusive and equitable community, culture and workplace.

These topics are wide-ranging and touch the operations of the entire City. As such, areas of importance for inclusion within the action plan include:
 Communication and civic engagement
 Digital equity and inclusion
 Education
 Employment
 Health
 Housing and land use
 Inclusive economic development
 Internal practices
 Mobility and transportation
 Public safety
 Race and social justice
 Sustainability and environmental justice

Goals of the Diversity, Equity and Inclusion Action Plan:

City staff has identified both short-term and long-term goals for the organization’s diversity, equity and inclusion (“DE&I”) initiative and resulting action plan . These efforts are both internal and external.

Short Term Goals of DE&I RFP Initiative:

Consultant shall direct and lead efforts to work towards the achievement of below goals:
 Conduct an organizational assessment and develop a baseline report for current organizational practices and level of DE&I awareness. Assess competency to fully

appreciate the contribution of all staff and identify priorities to further strengthen the organization's DE&I capacity.
 Conduct inclusive and effective outreach to and communicat e with key community partners on issues related to DE&I. Community outreach will be a critical component of creating an authentic DE&I Plan.
 Provide insight and knowledge on DE&I best practices in local government.  Work with internal stakeholders to review and finalize a DE&I Statement of Intent, to enhance the City's ability to execute its mission, operations and strategic direction.  Develop a five -year DE&I Action/Strategic Plan including prioritized recommendations on initial strategies for the City to invest in to achieve desired deliverables in first six months of the plan and in every year of the plan thereafter.  Identify appropriate metrics for City’s DE&I work to ensure a data -driven response with key performance indicators to measure progress over time.

Longer-Term Goals of DE&I RFP Initiative:
 Support development of an organi zation-wide commitment and infrastructure to support to sustain the City's DE&I Strategy.
 Develop a training strategy, train the trainer, to continue staffs ’ DE&I learning experience to develop skills and capacity that reflect City's DE&I strategic intent.  Support the implementation of the training strategies developed.  Develop long -term monitoring and evaluation measures with relevant key performance indicators that include but are not limited to: internal staffing practices, policies and procedures, small business support, inclusive local procurement policies, budget outreach process, Capital Improvement Budget process and implementation, ongoing employee engagement and education and overall city service delivery.

Additions to the above goals by the selected consultant team are encouraged. Public involvement in the crafting of the plan should be considered a critical component of the consultant proposal.

2. Scope of Services

A. Organizational Assessment
Consultant team shall conduct an organization-wide engagement session to gather data and input to a ssess the perspectives and experiences of employees. Consultant team shall conduct a diversity, equity and inclusion survey sent to all employees using questions to be included in future iterations of the survey to track changes to responses over time. Inclusive working groups representative of the city and department meetings are also encouraged.

The selected consultant will present a report with their findings/recommendations to the City that will foster an inclusive and welcoming organization. The report shall also include best leadership/management practices and processes specific to the operations and function of each City department.

B. Community and External Stakeholder Assessment
Consultant team shall conduct a community and external stakeholder engagement session to gather data and input to assess the perspectives and experiences of community members.

Consultant team shall conduct a diversity, equity and inclusion survey sent to com munity members using questions to be included in future iterations of the survey to track changes to responses over time. The selected consultant will present a report with their findings/recommendations to the City that will foster an inclusive and welcoming organization that is accessible and inclusive for the community and public at -large. The report shall also include best leadership/management practices and processes.

C. Analyze Policies and Systems
The consultant will analyze both City Government and department-focused operations , policies and initiatives (including the Charter, Municipal Code and internal policies and practices) with a focus on diversity, equity and inclusion and identif ication of areas where marginalized populations face service ineq uities not addressed , or even exacerbated, with current policies and procedures. The consultant will include in their plan recommendations to policy or process changes that will ensure City Government activities align with and promote diversity, equity and inclusion goals.

The report should address areas of concern, recommendations for improvement and next steps; all of which must be consistent with City goals and objectives. Overall, the City would like a customized five-year plan suitable to the City of Chula Vista's needs, relevant tools and best practices, recommended trainings, and consultant's expertise to design strategies that support and engage community stakeholders.

D. Training & Coaching
Consultant team shall design and facilitate learning opportunities for all employees.

 City Manager and Deputy City Manager s: Provide one-on-one DE&I coaching to the City Manager and Deputy City Managers.

 City Council and City Boards & Commissions: Develop a training and education strategy to be executed at a futu re date that will increase the awareness, knowledge and skills of Chula Vista’s elected and appointed officials as it pertains to diversity, equity and inclusion. Discuss and advise approach and timing with City management.

 Executive Management Team Training: Provide team coaching to the City’s Executive Team to deepen participants' cultural self-awareness and reinforce the importance of diversity, equity and inclusion in daily operations.
o Provide a safe, peer-focused space for leaders to develop the skills to navigate conflicting worldviews, values and practices.
o Prepare leaders to hold courageous conversations across lines of differences. o Create opportunities to share best practices across City of Chula Vista teams and departments.

o Facilitate space and opportunities to encourage department heads in applying a diversity, equity and inclusion lens to daily operations of their department to seek opportunities for improvement with tangible outcomes. o Include lessons in cross -cultural sup ervision and recognizing unconscious biases.
o Provide on-call coaching for managers and supervisors as they navigate cross- cultural challenges and stress points.

 All Employee Training : Develop and offer trainings for staff at all levels , including public s afety employees, on topics ranging from understanding multiculturalism, uncovering unconscious biases and other recommended trainings.

 Continued Staff Training: Work in coordination with Human Resources to build off existing training and d evelop an ongoi ng professional development program curriculum for continued training using a train the trainer model.

 Training Evaluation: Create an evaluation plan to measure the efficacy of trainings and progress of the inclusiveness initiative.

E. Five-Year Strategic Plan
Implementing and living organizational and community values is an ongoing commitment.

Staff envisions the first step in doing so through a five -year plan; however , still recognizes this would be a long -term effort to change policies and practices that will extend long past five-years. This five-year plan will serve as a n action plan and framework to continue the implementation and improvement of the City of Chula Vista’s diversity, equity and inclusion journey. The plan shall set milestones to be reached at different phases of the plan and beyond. The plan will be a custom document developed from the assessment findings, will employ government best practices, outline timing to change City policies and procedures, and include effectiveness measurem ent tools and key performance indicators . All departments must be included in the plan along with strategies and tools for continuous engagement with the plan over time.

Some desired deliverables of the plan included but are not limited to:
 Equity Tool Kit: A collection of diversity, equity and inclusion tools that help apply key principles, measure efficiency and sustain the design model of the plan such as an equity lens, diverse recruitment strategy, trainings, a diversity statement and an equity audit tool.

 Inclusion map or guide: A set of recommendations to foster a more inclusive workplace and community. Said guide shall include short-term and long-term goals referenced in “Goals of the Diversity, Equity and Inclusion Action Plan” section of this document.

 Sustainability strategies: A set of strategies that sustain objectives through the five - year life of the plan and beyond shall be included within the plan. This includes

advancing regional partnerships and collaboration opportunities that should be considered (e.g., SANDAG Equity Committee, ethnic chambers of commerce, nonprofits, community partners and schools of all levels).

 Five-year investment plan: Annual financial funding must also be outlined in the plan to reduce or close existing equity gaps. This plan prepares the City financially to make long term investments to implement and sustain the work outlined in this plan. Costs for implementation measures can be included within the plan or as an appendix as a standalone investment plan. Additionally, the cost of not implementing equitable practices and policies should also be included. Staff is prepared to leverage existing local, state and federal resources to help advance our efforts.

2.0 SUBMITTAL REQUIREMENTS

This section contains instructions on how to prepare and submit a response to this solicitation.

A concise, professional and complete response to the RFP will help City identify the most qualified consultant and will be indicative of the level of the respondent’s commitment to provide management consulting services to City. The response should be uploaded in an original PDF document, a scanned copy is not preferred.

Any consultant selected must demonstrate the experience, resources and expertise needed to provide management consulting services to create a Diversity, Equity and Inclusion Action Plan. Past experience, especially with similar plans will be critical in evaluating the RFP responses.

The respondent shall follow the format specified below. The contents of the submittal must be clear, concise and complete. Each section of the submittal shall be electronically tabbed and labeled in the order identified in Sections 2.1 through 2.9 of this solicitation.

2.1 Submittal Cover

The submittal cover shall include the title, name, address, telephone and fax numbers, and e- mail address of the principal contact.

2.2 Table of Contents

The table of contents shall be complete and clear, listing headings and pages to enable easy reference.

2.3 Cover Letter

The cover letter shall be brief a nd identify the consultant. Any changes to the submittal format or deletions of requested mater ial should be explained in the cover letter. The first sentence should state in boldface type:

“This submittal is for the solicitation of management consulting services for The City of Chula Vista’s Diversity, Equity and Inclusion Action Plan located in Chula Vista, CA.”

Additional cover letter information:
 Identify the respondent’s primary contact (include address, e -mail address and telephone number) responsible for all queries made during the intake and processing of the response.
 Identify the location of the office(s)/housing of individuals assigned to provide services.
 The signatory shall be a person with legal authority to bind the respondent.

2.4 Identify the Management Consulting Services Team

Identify the consultant team, including the lead for the creation of the Diversity, Equity and Inclusion Action Plan and consultants who will be responsible for implementing services on behalf of City (name of firm address, e-mail address and telephone number). Other proposed subconsultants may be included, if known. Provide a succinct narrative describing the role and relevant background experience of the consultant and key individuals who would be involved in the strategic development of the Diversity, Equity and Inclusion Action Plan and address the availability of resources, experience, and capabilities to assure timely day-to-day management of the Action Plan.

2.5 Related Experience

This section shall include examples of the respondent’s experience in the past ten (10) years specifically related to establishing the Diversity, Equity and Inclusion Action Plan . The successful proposal shall provide information on the team's background and experience in the following:
 Preparing a Diversity, Equity and Inclusion Strategic or Action Plan.  Working with Diversity, Equity and Inclusion within the context of local government with demonstrated expertise in key areas including but not limited to the following focus areas: c ommunity communication and civic engagement, digital equity a nd inclusion, education, health, housing and land use, inclusive economic development, internal practices, mobility and transportation, public safety, race and social justice, sustainability and environmental justice.
 Working with a city budget process.
 Working with community stakeholders.
 Employing industry best practices.

 Sample diversity, equity and inclusion training.
 Provide an approach to integrating an equity lens into the management and operations for the City of Chula Vista.
 Integration of best practices into the proposed engagement approach.  Effective and long -term sustainable implementation strategies to keep protect the plan’s longevity and effectiveness.

Examples shall be listed chronologically, and the awarding and completion dates not ed for each. For each listing, include the name(s) and telephone number(s) of the respondent’s manager.

2.6 Personnel

This section shall identify the contact person with primary responsibility for managing the City’s the Diversity, Equity and Inclusion Action Plan and the percentage of their total workload that would be committed to the City project. The persons listed will be considered committed to the Plan with no substitutions without prior agreement with City. A résumé for each professional and tec hnical person assigned to the Diversity, Equity and Inclusion Action Plan , including partners and/or subconsultants, shall be submitted with a note on what percentage of their total workload would be committed to the City project. The résumés shall include at least three references from previous assignments with telephone numbers and e-mail addresses.

2.7 Organization Chart

This section shall include an organization chart containing the names of all key personnel, partners, and team with titles and their specific task assignment for management consulting services for the City’s reference.

2.8 Financial Strategy

This section shall include a proposal for management of all the Diversity, Equity and Inclusion Action Plan and related work/training expenditures. It shall include itemized costs for all expenses, including but not limited to, consultant’s fee.

2.9 Additional Required Documents

This section shall include required documents not requested in other sections of the submittal. From Appendix F:

Attachment F.1 – Disclosure Statement
Attachment F.2 – Financial Capacity & Litigation History Attachment F.3 – Subconsultant and Vendor List
Attachment F.4 – Proposal General Provisions
Attachment F.5 – Two Party Agreement

3.0 SELECTION PROCESS

3.1 Selection Process

City intends to review the submitted responses , and conduct interviews with respondents approximately four to five weeks following the submittal deadline. Price may be considered but is not the sole or primary criteria in City’s selection; b est fit and advantage to the organization are also considered.

All proposals shall be reviewed to verify that the Respondent has met the minimum requirements. Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions or 2-party agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by a selection committee comprised of City of Chula Vis ta personnel. The City of Chula Vista intends to accept the proposal it determines to be in the best interests of the City, based on the overall proposal, not exclusively on cost or any other specific factor. The City reserves the right to amend, modify, reject, negotiate, or accept any proposal in whole or in part at its sole discretion.

Selection Criteria
The award to the successful Respondent will be based upon response to the requirements outlined in this RFP, and an estimate of the quality and effectiveness of each it’s services in the following areas (not listed in order of importance):

a. Experience/Past Performance/References (Must have a minimum of 5 years City-specific public sector experience) – Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFP; number of years’ experience in performing similar work in performing legislative advocacy services for municipalities in California.

b. Personnel – Respondent shall submit resumes of all primary professional staff members who will be performing services under the contract. Respondent should demonstrate tha t all key personnel have been successfully involved with projects of similar scope and magnitude.

c. Qualifications – This category will evaluate the Respondent’s ability to take upon itself the responsibilities set forth in the Scope of Work and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the City of Chula Vista to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to prosecute the work successfully and properly, and to complete services in a timely mann er. To determine the

degree of responsibility to be credited to the Respondent, the City of Chula Vista will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.

d. Proposed Cost

e. Optional Interview – In the event the City decides that interviews are necessary, Respondents who are finalists will be notified as promptly as possible. Each interview will consist of a presentation of no longer than one (1) hour. Notice of confirmation of the interview date/time will be given by telephone or in writing.

3.2 Submittal Schedule

Distribution/Advertisement: February 21, 2022
Pre-Submittal Conference: March 14, 2022 11:00 a.m. (PST; virtual) Questions Submitted: March 16th, 2022, by 3:00p.m. (PST) Responses to Questions: March 21, 2022, by 5:00 p.m. (PST) RFP Submittal Deadline: March 31, 2022, 5:00 p.m. (PST) Tentative Interviews: May 2 - May 6, 2022
City Council Award: June 7, 2022 (tentative)

The City reserves the right to alter the above dates at any time.

3.3 Submittal Deadline

The respondent shall electronically submit their proposal via PlanetBids by the date and time identified in this RFP. R esponses received after the submittal deadline will not be considered.

4.0 DECLARATIONS AND ADDITIONAL INFORMATION

4.1 City’s Rights Pertinent to this Solicitation

The City of Chula Vista (“City”) reserves the right to reject all submittals for any reason without indicating the reasons for rejection.

Respondents acknowledge and agree that City is not responsible or liable in any way for any costs incurred by the respondent in preparing a response to this s olicitation or during the selection process. Respondents acknowledge and agree that a ll submittals become the property of City upon submission and may be used by City in any way deemed appropriate.

Submittals will be considered valid for 365 days after submittal deadline.

4.2 Withdrawal of Solicitation

City reserves the right to withdraw this solicitation at any time without prior notice and makes no representation that any agreement will be awarded to any respondent.

Additionally, City expressly reserves the right to postpone opening responses to this solicitation for its own convenience, and/or to waive any informality or irregularity in the responses received.

4.3 Public Disclosure

All proposals submitted in response to this RFP become the p roperty of the City and public records, and as such may be subject to public review. Under the California Public Records Act (California Government Code Section 6250 et seq.) records in the custody of a public entity generally must be disclosed unless the information being sought falls into one or more of the exemptions to disclosure set out in Government Code Sections 6254 through 6255.

4.4 Confidential Solicitation

City will use best efforts not to share the details of individual responses to this solicitation with competing respondents during the selection process. After the selection process ends and after award of the contract, all solicitation documents can be requested as identified in section 4.3 above.

4.5 News Releases

The respondent agrees that, if selected, City will review and approve all news releases and other public comment pertaining to this solicitation and/or subsequent agreement(s). All news releases will be submitted in writing to the individual designated by City.

4.6 Conflict of Interest/Financial Disclosure

The respondent agrees, if selected, to comply with the City’s Conflict of Interest regulations.

Principals and key personnel of each respondent team are required to make such disclosures. No individual or entity that participated in the development of this solicitation shall be a respondent or a member of a respondent team.

4.7 Indemnification

The respondent agrees, if selected, to indemnify and hold harmless City and its officers and employees from any and all liability, claims, costs (including reasonable attorneys’ fees), demands, damages, expenses, and causes of action.

4.8 Examination of Solicitation

The respondent understands that th e information provided herein is intended solely to assist the respondent in submittal preparation. To the best of City’s knowledge, the information provided is accurate. However, City does not warrant such accuracy, and any errors or omissions subsequently will not invalidate this solicitation. Further, by submitting a response to this solicitation, the respondent represents that he or she has thoroughly examined and become familiar with work required in the solicitation and is capable of performing quality work and to achieve the objectives of City.

4.9 Nondiscrimination Policy

The respondent shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability or any other category protected by state or federal law in the solicitation, selection, hiring or treatment of subs, vendors, or suppliers.

The respondent shall provide equal opportunity for subs to participate in subcontracting opportunities. The respondent understands and agrees that violation of this clause shall be considered a material breach of the contract and may result in contract termination, debarment, or other sanctions.

4.10 Local Business and Employment

The respondent acknowledges that City seeks to promote employment and business opportunities for local residents and firms on all City contracts. The respondent shall, to the extent legally possible, solicit applications for employment and proposals for subcontracts for work associated with th is document from local residents and firms as opportunities occur. The respondent agrees to hire qualified local residents and firms whenever feasible.

5.0 APPENDICES

Appendix F – Additional Documents
Appendix F – Attachment F.1 – Disclosure Statement
Appendix F – Attachment F.2 – Financial Capacity/Litigation History Appendix F – Attachment F.3 – Subconsultant and Vendor List Appendix F – Attachment F.4 – Proposal General Provisions Appendix F – Attachment F.5 – City of Chula Two Party Agreement

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Appendix F
Request for Proposals RFP P10-22/23
Attachment F.1
Disclosure Statement

DISCLOSURE STATEMENT

CONSULTANT'S STATEMENT OF DISCLOSURE OF CERTAIN OWNERSHIP INTERESTS ON ALL CONTRACTS THAT WILL REQUIRE DISCRETIONARY ACTION ON THE PART OF CITY.

ALL PROPRIETARY INFORMATION CONTAINED HEREIN IS NOT SUBJECT TO PUBLIC

DISCLOSURE

The following information must be disclosed:

1. List the names of all persons having a financial interest in the consultant’s business.

________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________

2. If any person identified pursuant to (1) above is a corporation or partnership, list the names of all individuals owning more than 10 percent of the shares in in the corporation or owning any partnership interest in the partnership.

________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________

3. If any person identified pursuant to (1) above is a nonprofit organization or a trust, list the names of any person serving as director or the nonprofit organization or as trustee or beneficiary or trustor of the trust.

________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.1
Disclosure Statement

4. Have you transacted more than $250 worth of business with any member of the City’s Board of Directors or its membership (property or business owners) within the past twelve months?

Yes__________ No__________ If yes, please indicate person(s). ________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________

Person as defined as: “Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate; this and any other group or combination acting as a unit”

(Note: Attach additional sheets as necessary)

____________________________________________

Authorized Signature of Firm/Date

____________________________________________
Print or type name of firm

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.2
Financial Capacity/Litigation History

FINANCIAL CAPACITY/LITIGATION HISTORY

I. CONSULTANT INFORMATION

Firm Name:

Address:

Telephone/Fax:

Email:

Contact Name:

Is the consultant a subsidiary of/or affiliated with any other Corporation(s), Joint Venture(s) or Firm(s)?

__________No __________Yes

If yes, list each such Corporation, Joint Venture or Firm by name and address. Specify its relationship to the consultant or the percentage of interest of the partners and identify the Officers and Directors or Trustees common to the consultant and such other Corporation or Firm:

Name of
Corporation, Joint
Venture or Firm

Relationship to
Consultant

Officers/Directors/
Trustees:

Percentage Interest
of the Partners:

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.2
Financial Capacity/Litigation History

Individual(s) authorized to negotiate, on behalf of the consultant and responsible for the Diversity, Equity and Inclusion Action Plan management consulting services:

Name(s)
Position:

Telephone/Fax:

Email:

II. FINANCIAL CAPACITY

A. Sources and amount of cash available to the consultant to meet equity requirements of the proposed undertaking in bank(s):

Bank name:

Address:

City, State, Zip:

Amount:

Bank name:

Address:

City, State, Zip:

Amount:

B. By loans from affiliated or associated corporations or firms:

Name(s)
Address:

City, State, Zip:

Source:

Amount:

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.2
Financial Capacity/Litigation History

C. Provide three bank references:

Bank name:

Address:

Contact Person:

Phone Number:

Bank name:

Address:

Contact Person:

Phone Number:

Bank name:

Address:

Contact Person:

Phone Number:

D. Provide three business references:

Company:

Address:

Relationship:

Contact Person:

Phone Number:

Company:

Address:

Relationship:

Contact Person:

Phone Number:

Company:

Address:

Relationship:

Contact Person:

Phone Number:

E. Has the consultant or (if any), the parent corporation or any subsidiary or affiliated corporation of the consultant’s officers or principal members, shareholders or investors been involved in litigation relating to a Diversity, Equity and Inclusion Action Plan either voluntary or involuntary within the past three years?
Appendix F
Request for Proposals RFP P10-22/23
Attachment F.2
Financial Capacity/Litigation History

__________No __________Yes

If yes, provide the following:

Date:

Location:

Bankruptcy was
filed under the
following:

F. Total amount of development work completed by consultant during the last three years:

$____________________.00

G. The Diversity, Equity and Inclusion Action Plan establishment or management currently in planning by the consultant or principals of the Consultant entity/team:

H. Statements and other evidence of the consultant’s qualifications and financial summary are attached hereto and hereby made a part hereof as follows:

Appendix F
Request for Proposals RFP P10-22/23eg
Attachment F.3
Subconsultant and Vendor List

SUBCONSULTANT AND VENDOR LIST

Submittals shall include a complete list of all proposed co-venture partners, subconsultants and vendors receiving more than one half of one percent (.05%) of the total investment value or $10,000, whichever is less. Listed s ubconsultants and vendors must provide services in the profession, trade, or craft listed. All columns shall be filled out. No changes to this subconsultant list will be allowed without prior written approval from City.

NAME AND

ADDRESS OF

SUBCONSULTANTS

SCOPE OF
WORK

ESTIMATED
DOLLAR

AMOUNT OF

CONTRACT

DBE, DVBE,

MBE, SBE OR
WBE
WHERE

CERTIFIED

(Note: Attach additional sheets as necessary)

For information only. As appropriate, respondent shall identify co -ventures, subconsultants or vendors according to the following list:

Certified Disadvantaged Business Enterprise DBE
Certified Disabled Veteran Business Enterprise DVBE
Certified Minority Business Enterprise MBE
Certified Small Business Enterprise SBE
Certified Woman Business Enterprise WBE
Other Business Enterprise (not certified) OBE

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

PROPOSAL GENERAL PROVISIONS
Please Read Carefully
These Provisions Are a Part of Your Proposal and any Contract Awarded

The bidder agrees that:

A. Bidder has carefully examined the specifications, and all provisions relating to the item(s) to be furnished or the work to be done; understands the meaning, intent, and requirements; and
B. Bidder will enter into a written contract and furnish the item(s) or complete the work in the time specified, and in strict conformity with the City of Chula Vista specifications for the prices quoted.

Note: Bidder is defined as any individual, partnership, or corporation submitting a bid, proposal, or quotation in response to a request for bid, request for proposal, or request for quotation. A bidder may also be referred to as consultant, contractor, operator, supplier, or vendor.

Bid is defined as any bid, proposal, or quotation submitted in response to this solicitation.

1. Items Offered
If the item offered has a trade name, brand and/or catalog number, such shall be stated in the bid. If the bidder proposes to furnish an item of a manufacturer or vendor other than that mentioned on the face hereof, bidder must specify maker, brand, quality, catalog number, or other trade designation. Unless such is noted on the bid form, it will be deemed that the item offered is that designated even though the bid may state or equal.

2. Samples
Samples may be required for bid evaluation and testing purposes. Bidders shall agree to provide samples within forty-eight (48) hours upon request and at no additional cost to the City.

3. Verify Quotations
Prices shall be verified prior to bid submittal, as withdrawal or correction may not be permitted after the bid has been opened.

4. Firm Prices
Prices on bid shall be firm prices not subject to escalation. In the event the specifications provide for escalation, the maximum limit shall be shown, or the bid shall not be considered.

In the event of a decline in market price below a price bid, the City shall receive the benefit of such decline.

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

5. Modification or Withdrawal of Bids
Bids may be modified or withdrawn by written or facsimile notice received prior to the exact hour and date specified for receipt of bid. A bid may also be withdrawn in person by a bidder, or authorized representative, prior to the exact hour and date set for receipt of bids.

Telephone withdrawals are not permitted.

6. Late Bids, Modifications, or Withdrawals
a) Bids, modifications of bids, or bid withdrawals received after the exact time and date specified for receipt will not be considered unless receipt is before the contract is awarded and the City determines that late receipt was due solely to City error.

b) Modification of a successful bid that makes the terms of the bid more favorable to the City will be considered at any time.

7. Mistake in Bid
a) If the bidder discovers a mistake in bid prior to the hour and date specified for receipt of bid, bidder may correct the mistake by modifying or withdrawing the bid in accordance these provisions.

b) If within seventy-two hours of the bid closing and prior to the issuance of a purchase order or a contract, the bidder discovers a mistake in its bid of a serious and significant nature which is unfavorable to bidder, bidder may request consideration be given to modifying the bid if it remains the lowest bid or to withdrawal of the bid if the result of the correction of the mistake makes another bidder lowest and best bidder. The mistake must be evident and provable. The right is reserved by the City to reject any and all requests for correction of mistakes in bids received after the hour and date of the bid closing. The decision of the Purchasing Agent is final as regards acceptance or rejection of requests for correction of bids.

c) A mistake in bid cannot be considered once a purchase order or contract is issued.

8. Signature
All bids shall be signed, and the title and firm name indicated. A bid by a corporation shall be signed by an authorized officer, employee or agent with his or her title.

9. Alternative Proposals
To be responsive to the bid, bidder must submit a proposal that meets all specific bid requirements. Once bidder has proposed a product which is responsive to the specification, bidder may include with the bid any additional proposals or alternative products that bidder believes can meet or exceed the City’s requirements and that may offer additional advantages, benefits, or cost savings. The City reserves the right to evaluate, and accept or reject, such alternatives as though they were part of the origi nal specifications without advertising for further bids, when in the best interests of the City. Any awards so made will Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

be based on operational and cost analysis considerations that would result in the optimum economic advantage to the City.

10. Environmentally Preferable Purchasing (EPP)
The City defines Environmentally Preferable Purchasing (EPP) as the procurement or acquisition of goods and services that have a lesser or reduced effect on human health and the environment when compared with competing go ods or service that serve the same purpose. With few exceptions, environmentally preferable products shall only be purchased when determined to be cost-effective while considering a true cost during its lifecycle from use, management and disposal. EPP req uires attention to numerous environmental considerations, including energy efficiency, postconsumer recycled content, water efficiency, low/zero hazardous substances and responsible manufacturing, to name just a few. Testing and evaluation of environmenta lly preferable products is one allowable exception and may be requested at any time during the solicitation process.

For more information, please consult the CalRecycle website at:
https://www.calrecycle.ca.gov/epp.

11. Quality
Unless otherwise required in the specifications, all goods furnished shall be new and unused.

12. Litigation Warranty
The bidder, by bidding, warrants that bidder is not currently involved in litigation or arbitration concerning the materials or bidder’s performance concerning the same or similar material or service to be supplied pursuant to this contract of specification, and that no judgments or awards have been made against bidder on the basis of bidder’s performance in supplying or installing the same or similar material or service, unless such fact is disclosed to the City in the bid. Disclosure may not disqualify the bidder. The City reserves the right to evaluate bids on the basis of the facts surrounding such litigation or arbit ration and to require bidder to furnish the City with a surety bond executed by a surety company authorized to do business in the State of California and approved by The City of Chula Vista in a sum equal to one hundred percent (100%) of the contract price conditional on the faithful performance by bidder of the contract in the event the bid is awarded to bidder, notwithstanding the litigation or arbitration.

13. Performance Standards
Performance of work and acceptability of equipment or materials supplied pursuant to any contract or award shall be to the satisfaction of the City.

14. Warranties
a) All material, labor or equipment provided under the contract shall be warranted by bidder and/or manufacturer for at least twelve (12) months after acceptance by

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

City. Greater warranty protection will be accepted. Lesser warranty protection must be indicated by bidder on the bid proposal as an exception

b) Bidder shall be considered primarily responsible to the City for all warranty service, parts and labor applicable to the goods or equipment provided by bidder under this bid or award, irrespective of whether bidder is an agent, broker, fabricator or manufacturer’s dealer. Bidder shall be responsible for ensuring that warranty work is performed at a local agency or facility convenient to City and that services, parts and labor are available and provided to meet City’s schedules and deadlines. City may require bidder to post a performance bond after contract award to guarantee performance of these obligations. Bid der may establish a service contract with a local agency satisfactory to City to meet this obligation if bidder does not ordinarily provide warranty service.

15. Addenda
The effect of all addenda to the bid documents shall be considered in the bid and said addenda shall be made part of the bid documents and shall be returned with them. Before submitting a bid, each bidder shall ascertain whether or not any addenda have been issued, and failure to cover in this bid any such addenda issued may render the bid invalid and result in its rejection.

16. Specifications to Prevail
The detailed requirements of the specifications shall supersede any conflicting reference in these General Provisions that are in conflict therewith.

17. Taxes
The City will furnish Exemption Certi ficates for Federal Excise Tax. The City is liable for State, City and County Sales Taxes. Do not include this tax in the amount bid. However, tax is to be added by the successful bidder to the net amount invoiced. All or any portion of the City Sales Tax returned to the City will be considered in the evaluation of bids.

18. Conflict of Interest
No City employee or elected or appointed member of City government, or member of the employee’s immediate family, may participate directly or indirectly in the pro curement process pertaining to this bid if they:

a) Have a financial interest or other personal interest that is incompatible with the proper discharge of their official duties in the public interest or would tend to impair their independence, judgment or action in the performance of their official duties.

b) Are negotiating for or have an arrangement concerning prospective employment with bidder. The bidder warrants to the best of his knowledge that the submission Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

of the bid will not create such conflict of interest. In the event such a conflict occurs, the bidder is to report it immediately to the Purchasing Agent. For breach or violation of this warranty, the City shall have the right to annul this contract without liability at its discretion, and bidder may be subject to damages and/or debarment or suspension.

19. Gratuities
The City may rescind the right of the bidder to proceed under this agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise are offered or given by the bidder, or any agent or representative of the bidder, to any officer or employee of the City with the intent of influencing award of this agreement or securing favorable treatment with respect to performance of this agreement.

20. Faithful Performance Bond
Successful bidder may be required to furnish the City with a surety bond conditioned upon the faithful performance of the contract. This may take the form of a bond executed by a surety company authorized to do business in the State of California and approved by the City of Chula Vista, an endorsed Certificate of Deposit, or a money order or a certified check drawn on a solvent bank. The bond shall be in a sum equal to one hundred percent (100%) of the amount of the contract price. Such bond or deposit shall be forfeited to the City in the event that bidder receiving the contract shall fail or refuse to fulfill the requirements and all terms and conditions of the contract.

21. Insurance
Bidder shall provide proof of liability and property damage insurance prior to performance of duties. Coverage shall be from a company authorized to transact business in the State of California and shall be in an amount not less than $1,000,000 combined single limit (CSL), unless otherwise specified. The City of Chula Vist a shall be named as an additional insured and thirty (30) days’ notice of cancellation shall be indicated. Worker’s Compensation coverage for each employee engaged in work on City premises is required. Bidder is solely responsible for all insurance premium payments.

22. Indemnification
Bidder shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, employees, and agents, from and against all claims for damages, liability, and expenses (including attorney’s fees) arisin g out of this agreement and/or bidder’s performance hereunder, except as to such damages, liability, and expenses due to the sole negligence or willful acts of the City, its officers, employees or agents.

23. Award of Contract
a) Bids will be analyzed, and aw ard will be made to the lowest, responsive and responsible bidder whose bid conforms to the solicitation and whose bid is considered to be most advantageous to the City, price and other factors considered.

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

Factors to be considered may include, but are n ot limited to: bidder’s past performance, total unit cost, economic cost analysis, life cycle costs, warranty and quality, maintenance cost, durability, the operational requirements of the City and any other factors which will result in the optimum economic benefit to the City.

b) The City reserves the right to reject any item or items, to waive informalities, technical defects and minor irregularities in bids received; and to select the bid(s) deemed most advantageous to the City. The City will, however, co nsider bids submitted on an “all or nothing” basis if the bid is clearly designated as such.

c) The City reserves the right to award one or more contracts on the bids submitted, either by award of all items to one bidder or by award of separate items or gr oups of items to various bidders as the interests of the City may require, unless the bidder clearly specifies otherwise in his bid.

d) For the purpose of evaluating bids for multiple awards, the sum of $100.00 is considered to be the administrative cost to the City for issuing and administering each contract awarded under this solicitation, and individual awards will be made for the items and combinations of items which result in the lowest aggregate price to the City, including such administrative cost.

e) Upon acceptance by the City of Chula Vista, the solicitation, bid, proposal, or price quotation and a purchase order issued to the successful bidder shall be deemed to result in a binding contract incorporating those terms and these General Provisions without further action required by either party. Items are to be furnished as described in the bid and in strict conformity with all instructions, conditions, specifications, and provisions in the complete contract, as defined by this clause 28 or any related integrated agreement.

24. Protests
Protests by unsuccessful bidders to the selection for award shall be submitted in writing to the Purchasing Agent no later than ten (10) calendar days after award recommendation. The unsuccessful bidder shall have the right to appear at the City Council to protest any award to be confirmed by Council. Failure to submit a timely written protest to the Purchasing Agent shall bar consideration of such protest.

25. Documentation
Due to the time constraints that affect contract p erformance, all required documents, certificates of insurance and bonds shall be provided to the City within ten (10) calendar days following award or date of request by City, whichever is later. Any failure to comply may result in bid being declared non -responsive and rejected, and at City’s option the bid bond may be attached for damages suffered.

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

26. Seller’s Invoice
Invoices shall be prepared and submitted in duplicate to address shown on the Purchase Order. Separate invoices are required for each Pur chase Order. Invoices shall contain the following information: Purchase Order number, item number, description of supplies or services, sizes, unit of measure, quantity, unit price and extended totals.

27. Document Ownership
a) All technical documents and re cords originated or prepared pursuant to this contract, including papers, reports, charts, and computer programs, shall be delivered to and become the exclusive property of the City and may be copyrighted by the City. Bidder assigns all copyrights to City by undertaking this agreement

b) All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this contract shall be the property of the City, and all patents or copyrights shall be assigned to City, unless otherwise agreed. Bidder agrees that City may make modifications to computer software furnished by bidder without infringing bidder’s copyright or any license granted to City.

28. Advertisements, Product Endorsements
City employees and agencies or organizations funded by the City are prohibited from making endorsements, either implied or direct, of commercial products or services without written approval of the City Manager. No bidder may represent that the City of Chula Vista has endorsed their product or service without the Purchasing Agent’s prior written approval.

29. City Provisions to Prevail
Except as indicated in the specifications, the City’s standard General Provisions shall govern any contract award. Any standard terms and conditions of bidder submitted by bidder shall not be acceptable to City unless expressly agreed to by the City. The City reserves the right to reject bidder’s bid as non-responsive, to consider the bid without bidder’s standard terms and conditions, or to require bidder to delete r eference to such as a condition of evaluation or award of the bid. If, after award of contract, bidder (contract vendor) shall provide materials or services accompanied by new or additional standard terms or conditions, they too shall be considered void a nd City may require deletion as a further condition of performance by Bidder. To the extent not otherwise provided for by the contract documents, the California Commercial Code shall apply.

30. Invalid Provisions
In the event that any one or more of the provisions of this agreement shall be found to be invalid, illegal or unenforceable, the remaining provisions shall remain in effect and be enforceable.

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

31. Amendments and Modifications
The Purchasing Agent may at any time, by written order, and without not ice to the sureties, make a modification to the contract or an amendment to the Purchase Order, within the general scope of this contract, in (1) quantity of materials or service, whether more or less; (2) drawings, designs, or specifications, where the supplies to be furnished are to be specially manufactured for the City; (3) method of shipment or packing; and (4) place of delivery. If any such change causes an increase or decrease in the cost or the time required for the performance of this contract, an equitable adjustment shall be made by written modification of the contract or amendment to the Purchase Order. Any claim by the bidder for adjustment under this clause must be asserted within 30 calendar days from the notification date.

32. Assignment
Bidder shall not assign or delegate duties or responsibilities under this agreement, in whole or in part, without prior written approval of the City.

33. Disputes
Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Purchasing Agent, who shall reduce this decision to writing and mail a copy to the bidder.

The decision of the Purchasing Agent shall be final and conclusive, unless bidder r equests mediation within ten (10) calendar days. Pending final decision of a dispute, the bidder shall proceed diligently with the performance of the contract and in accordance with the Purchasing Agent’s decision.

34. Mediation
Should an unresolved dispute arise out of this agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within thirty (30) days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the p arties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a Blindfold@ process.

The cost of mediation shall be borne equally by both parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlemen t. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than sixty (60) days, unless the maximum time is extended by both parties.

35. Lawful Performance
Bidder shall abide by all Federal, State and Local Laws, Ordinances, Regulations, and Statutes as may be related to the performance of duties under this agreement. In addition, all

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

applicable permits and licenses required shall be obtained by the bidder, at bidder’s sole expense.

36. Business License
Chula Vista Municipal Code Section 5.02.020 requires all firm/entities doing business with the City to obtain a Business License. Section 5.02.20 states: It is unlawful for any person, or for any person as agent, clerk or employee, either for himself or for any other person, within the corporate limits of the City, to transact, engage in, or carry on any business, show, exhibition or game hereinafter specified without first having procured a license.

37. Annual Appropriation of Funds
Multi-year term supply and service contracts and leases are subject to annual appropriation of funds by the City Council. Payments made under term contracts and leases are considered items of current expense. Purchase Orders are funded when issu ed; therefore, they are current expense items and are not subject to any subsequent appropriation of funds.

In the event sufficient funds are not appropriated for the payment of lease payments or anticipated term contract payments required to be paid in t he next occurring lease or contract term, and if no funds are legally available from other sources, the lease or contract may be terminated at the end of the original term or renewal term and the City shall not be obligated to make further payments beyond the then current original or renewal term. The City will provide notice of its inability to continue the lease or contract at such time as the Purchasing Agent is aware of the non-appropriation of funds. However, failure to notify does not renew the term of the lease or contract. The City has no monetary obligation in event of termination or reduction of a term contract since such contracts represent estimated quantities and is not funded as a contract except to the extent of the Purchase Orders issued.

38. Extension
When in the City’s best interest, this agreement may be extended on a daily, month-to-month, or annual basis by mutual agreement of both parties. Services and/or materials received under an extension shall be in accordance with pricing, terms, and conditions, as described herein.

39. Debarment
The Purchasing Agent may recommend to the City Council that the person or business be debarred from consideration for award of contracts. The period of debarment will be contingent upon the severity of cause. Causes for debarment include:

a) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or other offense indicating a lack of business integrity or business honesty

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.4
Proposal General Provisions

b) Violation of contract provisions which is regarded by the Purchasing Agent to be so serious as to justify debarment action, including:

i. Deliberate failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or

ii. A recent record of failure to perform or of unsatisfactory performance in accordance with the terms of one or more contracts, or

iii. Two or more claims of computational error in bid submission within a two- year period.

c) Debarment by another governmental entity.

d) Any other cause the Purchasing Agent deems to be so serious and compelling as to affect responsibility as a City bidder. A bidder may be permanently debarred for the following causes:

i. Collusion in bidding

ii. Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a contract or subcontract with the City of Chula Vista or in the performance of such contract or subcontract.

iii. Conviction under State or Federal antitrust statut es arising out of the submission of bids or proposals.

40. Venue
This agreement shall be governed by and interpreted according to the laws of the State of California, and venue for any proceeding shall be in the County of San Diego.

(REV February 2021)

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.5
Two Party Agreement

1. THE CITY’S STANDARD 2-PARTY AGREEMENT FOR CONSULTANT SERVICES IS ATTACHED FOR REVIEW. THE CITY WILL CONSIDER ANY NOTED EXCEPTIONS WHILE MAKING THEIR SELECTION.

CITY OF CHULA VISTA

CONSULTANT SERVICES AGREEMENT
WITH [COMPANY NAME]
TO PROVIDE [SERVICES TO BE PROVIDED]

This Agreement is entered into effective as of Enter Date (“Effective Date”)1 by and between the City of Chula Vista, a chartered municipal corporation (“City”) and [Company], Entity Type (e.g.

A California Corporation) (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:

RECITALS

WHEREAS, Enter Recitals To Describe Basis For Service – See example below 2; and

WHEREAS, Enter Recitals To Describe Consultant Selection Process – See example below 3; and

Enter Additional Recitals As Needed Or Delete This Line

1 If City Council approved, insert date of City Council approval. Otherwise, insert a date no later than date Consultant’s work commences.

2 For example: “WHEREAS, City requires _____________ [e.g., civil engineering] services in order to ____________________ [e.g., design a new intersection at X and Y streets];” and 3 For example: “WHEREAS, In order to procure these services City solicited proposals in accordance with Chula Vista Municipal Code Section _________________ [2.56.080 for contr acts exceeding $100,000; 2.56.090 for contracts of $100,000 or less;

2.56.110 for “professional services” e.g., architects, lawyers, engineers, environmental], received __ proposals, and selecte d Consultant as the most qualified amongst those submitting; and” [OR, if the project was sole-sourced]

“WHEREAS, In order to procure these services Consultant was chosen based on Consultant’s unique qualifications, including ________________; on this basis, Consultant was awarded the contract on a “sole source” basis under the authority of Chula Vista Municipal Code Section ____________ [2.56.070.B.4. for contracts approved by City Council; 2.56.090.B.3. for contracts approved at a staff level].”

[OR, if an alternative procurement process is used]

“WHEREAS, In order to procure these services Consultant was chosen __________________.”

Consult with the City Attorney’s Office if none of these apply

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.5
Two Party Agreement

WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.

[End of Recitals. Next Page Starts Obligatory Provisions.] Appendix F
Request for Proposals RFP P10-22/23
Attachment F.5
Two Party Agreement

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 Consultant hereby agree as follows:

1. SERVICES

1.1 Required Services. Consultant 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 th is 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 Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant 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, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additio nal 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. Consultant 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 current ly 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 Consultant of responsibility for complying w ith 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 Consultant or its subcontractors.

1.6 Security for Performance. In the event that Exhibit A Section 4 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Appendix F
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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, Consultant 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, Consultant shall obtain a business license from City.

1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Consultant 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 Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’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 Consultant’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 Consultant 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 Inv oicing. Consultant 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 charges 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 amou nt invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.

2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms a nd conditions set forth in Exhibit A and section 2.4, below. At Appendix F
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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 t he 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 Consultant.

2.5 Reimbursement of Costs . City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out -of-pocket costs incurred by Consultant in the performance of the Required Services.

2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.

2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant 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 Consultant of the terms of this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount.

3. INSURANCE

3.1 Required Insurance . Consultant must procure and maintain, during the period of performance of Required Services unde r this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated 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 Appendix F
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rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.

3.4 Subcontractors. Consultant must include all sub -consultants/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-consultants 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 Consultant’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.” Consultant’s general liability coverage must be primary insurance as it pertains to the Ci ty, 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 Consultant and in no way relieves Consultant from its responsibility to provide insurance.

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 an y such cancellation Consultant must procure and put into effect equivalent coverage(s).

3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreemen t. In addition, Consultant 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, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant 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.

Appendix F
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3.10 Claims Made Policy Requirements . If General Liability, Pollution and/or Asbesto s 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 date of this Agreement, the Consultant 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 Consultant’s obligations under this Agreemen t, including Indemnity.

3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.

4. INDEMNIFICATION

4.1. General. To the ma ximum extent allowed by law, Consultant 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, omiss ions, negligence, or willful misconduct of Consultant, 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 cause d by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party.

4.2. Modified I ndemnity Where Agreement Involves Design Professional Services .

Notwithstanding the forgoing, if the services provided under this Agreement are design Appendix F
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Two Party Agreement

professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’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, Con sultant 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. Consultant’s Obligations Not Limited or Modified. Consultant’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 Consultant. Furthermore, Consultant’s obligations under this Secti on 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.

4.5. Enforcement Costs. Consultant agrees to pay any and all costs City incurs in enforcing Consultant’s obligations under this Section 4.

4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement.

5. FINANCIAL INTERESTS OF CONSULTANT.

5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.

5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be perfor ming the Required Services, in any real property or project which is the subject of this Agreement.

Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor wo rking solely for Consultant, to solicit or secure this Agreement. Further, Consultant 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 Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, Appendix F
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the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors.

Consultant 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 whatsoeve r Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and al l 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 Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant 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 Consultant up to ten (10) additional days after th e designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’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 Consultant of such terminati on or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Su ch Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant 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 Agreement 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.

6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant 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 Appendix F
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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 r equest by City, Consultant 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant 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, procedures, 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 Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by o ther applicable laws.

With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of acces sing, 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 Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities Appendix F
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under this Agreement, nor any part hereof, without City’s prior written consent, wh ich City may grant, condition or deny in its sole discretion.

8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant 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 sha ll 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 Pa rties 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 statemen ts, 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, Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub-contractors/sub-consultants.

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. Consultant 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 Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, i ncluding 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.

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8.9 Notices. All notices, demands or requests provided fo r or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addresse d 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 electronic 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, 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.)
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SIGNATURE PAGE

CONSULTANT SERVICES AGREEMENT

IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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.

[COMPANY] CITY OF CHULA VISTA

BY:________________________________ BY: ________________________________ Enter Name Of Signatory Choose a signatory.

Enter Title Of Signatory Choose the signatory’s title.

ATTEST4

BY:
________________________________
Kerry K. Bigelow, MMC
City Clerk

APPROVED AS TO FORM

BY:
________________________________
Glen R. Googins
City Attorney

4 Attestation signature only required if the Mayor signs the Agreement. If Mayor is not signing agreement, delete entire attestation signature block.

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EXHIBIT A

SCOPE OF WORK AND PAYMENT TERMS

INSTRUCTIONS: ENTER INFORMATION AS REQUESTED. FOR SECTIONS THAT PROVIDE OPTIONS, SELECT THE CORRECT OPTION . IF YOU WISH TO ATTACH

ADDITIONAL INFORMATION RELATED TO EXHIBIT A, PLEASE ATTACH AND LABEL AS EXHIBIT A, ATTACHMENT (1,2, ETC.) DELETE OPTIONS NOT SELECTED AND ALL INSTRUCTIONS..

1. Contact People for Contract Administration and Legal Notice

A. City Contract Administration:

Enter City Staff Person Name
Enter Mailing Address
Enter Phone Number
Enter Email Address

For Legal Notice Copy to:

City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]

B. Consultant Contract Administration:
[COMPANY]
Enter Mailing Address
Enter Phone Number
Enter Email Address

For Legal Notice Copy to:

Enter Consultant Staff Person Name
Enter Mailing Address
Enter Phone Number
Enter Email Address

2. Required Services

A. General Description:

Enter Summary Of Work To Be Performed (e.g. Consultant XYZ Will Provide Customer Service Trainings To City Staff)

B. Detailed Description:

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Enter Detailed Information About Each Task To Be Performed, Including Task Desc ription, Associated Deliverables, And Completion Date. May Be Written As Narrative Or Table, As Illustrated Below. Delete Table If Not Used.

Task Description Deliverables Completion Date
1 Example: Conduct trainings for
City staff
Provide copy of training
materials, sign-in sheet
and list of agreed-upon
next steps

2 Enter Additional Lines For
Tasks As Needed; Delete
Excess Lines

3 4

3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin Enter Date and end on Enter Date for completion of all Required Services.

4. Compensation: SELECT ONE OF THE FOLLOWING OPTIONS THEN DELETE

ANY OPTION THAT IS NOT APPLICABLE, AS WELL AS THESE INSTRUCTIONS

A. Form of Compensation

☐ Single Fixed Fee. For performance of all of the Required Services by Consultant as herein required, City shall pay a single fixed fee of $Enter Contract Amount , upon completion of all Required Services to City’s satisfaction.

OR

☐ Fixed Fee Paid in Increments. For the completion of each Deliverable of the Required Services, as identified in section 2.B., above, City shall pay the fixed fee associated with each Deliverable, in the amounts set forth below:

Task No. Deliverable Amount

OR

☐ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated below:

Enter Applicable Hourly Rates
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B. Reimbursement of Costs

☐ None, the compensation includes all costs

OR

☐ Invoiced or agreed-upon amounts as follows:

Enter or Attach And Reference Any Agreed-Upon Cost Reimbursements

Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through Enter End of Contract Date shall not exceed Enter Amount.

5. Special Provisions: CHECK ANY THAT APPLY OR SELECT “NONE,” AND DELETE ALL INSTRUCTIONS.

☐ Permitted Sub-Consultants: List Permitted Sub-Consultants or Indicate “None”

☐ Security for Performance: See City Attorney or Indicate “None” if Not Applicable

☐ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for Insert Number of Terms additional terms, defined as a one-year increment or Enter a Specific Date. if applicable . The City Manager or Direct or 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 Insert Percentage of Increase or Actual Dollar Amount for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Ext end document.

☐ Other: Describe Special Provisions (Delete Line If Not Applicable)

☐ None

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EXHIBIT B

INSURANCE REQUIREMENTS

Consultant 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 occurrenc e for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggreg ate 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

☐ Professional Liability
(Errors & Omissions)
$1,000,000 each occurrence
$2,000,000 aggregate

Other Negotiated Insurance Terms: ENTER ANY ADDITIONAL TERMS OR “NONE”

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EXHIBIT C

CONSULTANT CONFLICT OF INTEREST DESIGNATION

The Political Reform Act 5 and the Chula Vista Conflict of Interest Code 6 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.7

☐ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED 8 from disclosure.
☐ B. Consultant 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
consultant 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 “Consultant,” 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

5 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 6 Chula Vista Municipal Code §§2.02.010-2.02.040.
7 Cal. Gov. Code §§53234, et seq.
8 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 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).

Appendix F
Request for Proposals RFP P10-22/23
Attachment F.5
Two Party Agreement

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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please d o 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code.

Completed by: Enter City Staff Person’s Name