RFP P19-2023 March 10, 2023
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THE CITY OF CHULA VISTA
REQUEST FOR PROPOSAL
RFP P19-2023
Notice is hereby given that proposals will be received until 12:00 P.M. on Friday, March24, 2023, Pacific Standard Time (PST), furnishing the City of Chula Vista with:
Background Investigative Services
Prospective 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 by the due date and time. Late proposals will not be considered.
Questions related to the proposal must be submitted through PlanetBids. Questions must be received by 3:00 P.M. Tuesday, March 14, 2023. Answers will be uploaded to PlanetBids no later than 5:00 P.M.
Friday, March 17, 2023.
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 thro ugh this RFP must be signed and returned with your submittal.
Victor De La Cruz
Procurement Services Analyst
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Schedule
Activity Date
RFP Posted to PlanetBids March 10 , 20 23
Question Submittal through
PlanetBids March 14 , 20 23 no later than 3:00 P.M.
Response to Questions Released Ma rch 17 , 20 23 no later than 5:00 P.M.
RFP Response and Proposal Due Ma rch 24 , 20 23 no later than 12:00 pm Presentations/Interviews April 4 -6, 20 23
Selection of Consultant April 7, 2023
Council Adoption April 2023
Contract Inception May1, 2023
Objective
The City of Chula Vista is seeking competitive proposals from experienced and qualified individuals or firms to provide professional background investigative services.
The objective of this Request for Proposal (RFP) is to contract for an initial term of 38 months for background investigative services. The City will ev aluate and determine the need for ongoing services and at the City’s option the agreement will include two (2) one-year options to renew.
Background
The City of Chula Vista is located in southern San Diego County, approximately seven miles north of the international border with Mexico. Chula Vista is the second largest City in the County, the 15 th largest in California and the 75 th largest City in the United States. With a population of 268,000 residents, the City of Chula Vista is one of largest employers in the county with over 1,400 regular employees.
The City of Chula Vista is a full-service charter city providing a range of services including police, fire, animal care, library, public works, parks and recreation, development services, and economic development.
The City of Chula Vista strives to preserve its fiscal health by utilizing continuous improvement tools and best practices, ensuring strong and secure neighborhoods though maximizing police and fire services, increasing local land use control through policy, planning, infrastructure and services that are fundamental to an economically strong city, and supporting an environment that fosters health and wellness for our residents
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Scope of Work (SOW)
Vendors must be able to, at a minimum , provide the services outlined below. The successful respondent will address your organization's approach and method for satisfying each of the listed items. All quoted fees should include providing the requested services outlined below.
1. Background Investigators (BGIs) must be licensed Pr ivate Investigators in the State of California
2. BGIs must have completed a California Peace Officer s Standards and Training (POST) certified background investigators school
3. Background investigation and related reports must f ollow the POST format when applicable
4. BGIs should have prior law enforcement experience (preferred)
5. BGIs must have access and ability to submit background investigative reports and updates via CVPD contracted eSOPH background investigations software program
6. Background investigations will be completed within 30-days, unless otherwise preapproved by the CVPD Professional Standards Unit (PSU)
7. Ability to complete and submit 50-100 background investigative packets annually
8. BGIs must be available to travel to conduct out of county/state/country investigations
9. BGIs will assess applicant and agency submitted materials
10. BGIs will ensure reference questionnaires are sent when applicable
11. BGIs will conduct applicant home visits
12. BGIs will conduct neighborhood/neighbor checks for current and past residences
13. BGIs will conduct employer visits/personnel file reviews for current and past employment
14. BGIs will send out criminal history checks to law e nforcement (LE) agencies within residential jurisdictions
15. BGIs will review and compile reference questionnaires
16. BGIs will interview selected references, often in person when necessary
17. BGIs will confirm and review other LE agency candid ate applications and review disposition
18. BGIs will complete investigative narratives using POST format or Agency preferred format
19. Investigative packages reviewed by investigating company management
20. BGIs will submit investigative packages to PSU
21. Expedited background investigation – Ability to com plete a background investigation within two (2) weeks.
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Proposal Form and Content
The City will accept proposals in accordance with t he instructions and specifications in this Request for Proposal (RFP).
A. Provide one (1) original PDF document uploaded in PlanetBids on or before the date identified in this RFP.
B. PREPARATION: Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP and should address how your firm would provide the services identified in the Scope of Work.
C. PROPOSAL FORMAT: Proposals shall adhere to the following format for organization and content.
Proposals must be divided into the individual sections listed below.
D. GENERAL INFORMATION AND EXPIERENCE: Provide a brief description of your organizational structure, including if any significant changes to structure or leadership in the past 36 months, and any expected organizational changes in the next year. Identify the number of years of experience in providing background investigative se rvices, similar in size and scope to that requested in the RFP.
E. CAPABILITIES: This relates to the individual/firm’s capabilities to provide the professional services described in the Scope of Services. Please demonstr ate the individual/firm’s capabilities, using specific investigative solutions, the individual/firm’s role in the process, and key points of contact lobbied and/or coordinated with to achieve a succes sful outcome. Provide five (5) client references for which your Firm has provided similar services. References shall include date and description of service, project location, completio n dates, organization’s name, contact person, title, address, and telephone number.
F. POINT OF CONTACT: Identify the primary contact for the City and other subconsultants that may be proposed to be used. Backgrounds or biographies should be provided along with copies of all investigator licenses and their POST certificates s howing the completion of the investigators course.
G. FIRM’S METHODOLOGYAND APPROACH TO WORK: This should include a description of your proposed working conditions, assumptions and method ology to provide the requested services that were used to develop the fee proposal.
H. FIRM’S PHILOSOPHY AND ETHICAL STANDARDS: Provide a detailed description of the firm’s philosophy and ethical standards.
I. FEE PROPOSAL: The proposal shall include fees for a ll services to be provided. Identify any additional costs related to an Expedited Background Investigation.
J. TABLE OF CONTENTS - The table of contents shall identify the contents of the proposal in a format consistent with the proposal requirements and format set forth herein.
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Evaluation Method
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 G eneral Terms and Conditions or 2-party agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Chula Vista personne l. 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 res erves the right to amend, modify, reject, negotiate , or accept any proposal in whole or in part at its sole discretion.
Evaluation 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 public sector experience with a City or County Agency) – Consider ation will be given based upon the firm’s experience, years in business, past and curr ent client references; technical expertise and professional competence in areas dire ctly related to this RFP; number of years’ experience in performing similar work in per forming investigative 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 that all key personnel have been successfully involved w ith 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 purpo se, 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 eviden ce that the Respondent has the requisite experience and ability to enable the Resp ondent to prosecute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Resp ondent, the City of Chula Vista will weigh the evidence that the Respondent has performe d 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.
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GENERAL CONDITIONS
Evaluation
The Purchasing Agent along with the Department Repr esentatives will evaluate responses. The City reserves the right to reject any or all r e s p o n s e s and to waive any irregularity or informality in any response to the extent permit ted by law. All respondents are responsible for reading the attached specifications , terms and conditions, Performance Standards, General Conditio ns, and General Provisions, which are considered part of your bid and any contract awarded.
Award
It is the City’s intent to award this contract to a single contractor based on the primary services (a s outlined on PlanetBids).
However, the city retains the ability to utilize al ternate contractor/s in the event the awarded contr actor is unable to provide services in the time outlined by the city. The awa rd will be made to the lowest, responsive and respo nsible bidder who, in the City's sole judgement, has the necessary experience, skill, business standing, equipment, staffing, and financial stability to properly maintain the City's bid. The extent to which the respondent proposes to subcontract work w ill also be a consideration i n a w a r d .
This RFB does not commit the City to award a contra ct, to pay any costs incurred in the preparation of the proposal to this request, or to procure or contract for services or supplies. The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified source, or to cancel in part or entir ely this RFB, if it is in the best interest of the City to do so. The City further reserves the right to waive any technicalities or minor irregularities in bids received. The City may require the selected respond ent to participate in negotiations and to submit su ch price, technical or other revisions of their proposals as may result fr om negotiations. The City shall be the sole judge i n determining award of contract.
Local Business Consideration
According to the Chula Vista Municipal Code, Chapte r 2.56.080, letter G, In accordance with Section 1011 of the Charter,
in the event two or more bids are received which ar e for the same total amount or unit price and in all other respects are equal, the contract shall be awarded to a local respondent. In the event, however, that such tie bi ds are all from vendors either wholly inside or all outside of the city, then the contract shall be awa rded by drawing lots in public. In evaluating bids for award, the City of Chula Vista considers the 1% sales tax allocated back to the City from vendors located in Chula Vista.
Firm Prices
Prices shall remain firm for vehicles specifically listed for a minimum of ninety (90) days from the bid opening date.
PUBLIC DISCLOSURE
All proposals submitted in response to this RFQ bec ome the property of the City and public records, an d as such may be subject to public review. Under the California Public Reco rds Act (California Government Code Section 6250 et seq.) records in the custody of a public entity generally have to be dis closed unless the information being sought falls in to one or more of the exemptions to disclosure set out in Government Code Sections 6254 through 6255.
A cover letter should be provided with the Request for Bid containing a paragraph that states whether or not Vendor believes that its proposal does or does not contain informat ion that falls into one of the exemptions of Govern ment Code Sections 6254 through 6255 and whether or not Vendor considers such information to be confidential.
In the absence of a declaration, the City may be ob ligated to disclose the proposal to any party that requests it. Regardless of assertions of confidentiality, proposal contents ma y still be disclosed if City, or a court with juris diction, determines that such proposal is a public record requiring disclosure.
Payment Terms Terms: ________%_________Days
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Prompt payment discounts offered for less than fift een (15) days will not be considered in evaluating bids for award. Howev er, discounts offered of less than fifteen (15) days wi ll be taken if payment is made by the City within t he discount period. In the absence of terms, payment shall be Net Thirty (30) Days.
Payment Method
The City’s preferred payment method is J.P. Morgan’s Single-Use Accounts (SUA) virtual card payment program **(see below for SUA benefits), or EFT/ACH. Please confirm whether your company accepts these forms of payment for invoices.
SUA:
Yes
No
EFT:
Yes No
If SUA is not accepted, the City will make payments through Electronic Funds Transfer (EFT or ACH) and will need the information below:
Bank ABA #________________________ Bank Account #__ _____________________ Bank Name______________________________
Bank Address________________________________________________________________ Checking or Savings Account ____________________________________________________
** Benefits of SUA Virtual Card Payment Program
There are many benefits when accepting SUA payment, including:
accelerated payments that will help reduce days sales outstanding (DSO) a simplified process that eliminates the cost of processing checks the ability to reduce administration expenses, account collections and follow-ups upon your enrollment in our SUA program, we will convert your payment terms to Net 15 days
Enrolling in this initiative can help strengthen our business relationship, and we are strongly committed to achieving 100% participation from our valued suppliers.
Public Agency Participation
Other public agencies (e.g. city, county, public corporation, political subdivision, school district, or water authority) may want to participate in any award as a result of this bid. The City of Chula Vista shall incur no financial re sponsibility in connection with any purchase by another public agency. The public agency shall accept sole responsibility for placing orders and making payments to the successful respondent. This option will not be considered in bid evaluation. Please indicate whether this will be granted.
Yes ________ No ________
Business License
A Business License is required as outlined in the Chula Vista Municipal Code Section 5.02.020, which 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 .
____________________
Signature
____________________
Date
This page must be completed and returned with response.
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PROPOSAL GENERAL PROVISIONS
Please Read Carefully
These Provisions Are a Part of Your Proposal and an y 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, in tent, and requirements; and B. Bidder will enter into a written contract and fu rnish the item(s) or complete the work in the time specified, and in strict conformity with the City of Chula Vis ta specifications for the prices quoted.
Note: Bidder is defined as any individual, partners hip, 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, o r vendor.
Bid is defined as any bid, proposal, or quotation s ubmitted 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 ve ndor 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 th at designated even though the bid may state or equa l.
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 additi onal cost to the City
3. Verify Quotations
Prices shall be verified prior to bid submittal, as withdrawal or correction may not be permitted afte r 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 ma rket price below a price bid, the City shall receive the benefit of such decline.
5. Modification or Withdrawal of Bids
Bids may be modified or withdrawn by written or fac simile notice received prior to the exact hour and date specified for receipt of bid. A bid may also be wi thdrawn in person by a bidder, or authorized repres entative, 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 l ate receipt was due solely to City error.
b) Modification of a successful bid that makes the ter ms of the bid more favorable to the City will be considered at any time.
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7. Mistake in Bid
a) If the bidder discovers a mistake in bid prior t o the hour and date specified for receipt of bid, b idder 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 cont ract, 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 modify ing 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 receive d after the hour and date of the bid closing. The decision of the Purchasing Agent is final as regard s acceptance or rejection of requests for correctio n of bids.
c) A mistake in bid cannot be considered once a pu rchase order or contract is issued.
8. Signature
All bids shall be signed, and the title and firm na me indicated. A bid by a corporation shall be sign ed by an authorized officer, employee or agent with his or h er 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 savi ngs. The City reserves the right to evaluate, and accept or reject, such alternatives as though they were part of the original specifications without advertising for further bids, when in the best interests of the City. Any awards so made will be based on operational and cos t analysis considerations that would result in the optimum eco nomic advantage to the City.
10. Environmentally Preferable Purchasing (EPP)
The City defines Environmentally Preferable Purchas ing (EPP) as the procurement or acquisition of good s and services that have a lesser or reduced effect on hu man health and the environment when compared with competing goods or service that serve the same purp ose. With few exceptions, environmentally preferab le products shall only be purchased when determined to be cost-effective while considering a true cost du ring its lifecycle from use, management and disposal. EPP re quires attention to numerous environmental considerations, including energy efficiency, postco nsumer recycled content, water efficiency, low/zero hazardous substances and responsible manufacturing, to name just a few. Testing and evaluation of environmentally preferable products is one allowabl e 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, al l 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 co ncerning the materials or bidder’s performance concerning the sa me or similar material or service to be supplied pu rsuant to this contract of specification, and that no judg ments or awards have been made against bidder on th e basis RFP P19-2023 March 10, 2023
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of bidder’s performance in supplying or installing the same or similar material or service, unless suc h 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 lit igation or arbitration and to require bidder to fur nish the City with a surety bond executed by a surety company aut horized to do business in the State of California a nd 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 o f the contract in the event the bid is awarded to b idder, notwithstanding the litigation or arbitration.
13. Performance Standards
Performance of work and acceptability of equipment or materials supplied pursuant to any contract or a ward 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 ac ceptance by 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 manufactu rer’s dealer. Bidder shall be responsible for ensu ring that warranty work is performed at a local agency o r facility convenient to City and that services, pa rts 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 gua rantee performance of these obligations. Bidder may establish a service contract with a local agenc y satisfactory to City to meet this obligation if b idder does not ordinarily provide warranty service.
15. Addenda
The effect of all addenda to the bid documents shal l be considered in the bid and said addenda shall b e 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 fa ilure 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 sha ll supersede any conflicting reference in these Gen eral Provisions that are in conflict therewith.
17. Taxes
The City will furnish Exemption Certificates for Fe deral Excise Tax. The City is liable for State, Ci ty and County Sales Taxes. Do not include this tax in the amount bid. However, tax is to be added by the successfu l bidder to the net amount invoiced. All or any portion of the City Sales Tax returned to the City will be consid ered 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 procurement 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 ten d to impair their independence, judgment or action in the performance of their official duties.
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b) Are negotiating for or have an arrangement concerni ng prospective employment with bidder. The bidder warrants to the best of his knowledge that the subm ission 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 dam ages and/or debarment or suspension.
19. Gratuities
The City may rescind the right of the bidder to pro ceed under this agreement if it is found that gratu ities in the form of entertainment, gifts, or otherwise are offe red or given by the bidder, or any agent or represe ntative of the bidder, to any officer or employee of the City with the intent of influencing award of this agreem ent or securing favorable treatment with respect to perfor mance of this agreement.
20. Faithful Performance Bond
Successful bidder may be required to furnish the Ci ty 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 o f 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 term s and conditions of the contract.
21. Insurance
Bidder shall provide proof of liability and propert y 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 ot herwise specified. The City of Chula Vista shall b e 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 solel y responsible for all insurance premium payments.
22. Indemnification
Bidder shall defend, indemnify, protect and hold ha rmless the City, its elected and appointed officers , employees, and agents, from and against all claims for damages, liability, and expenses (including att orney’s fees) arising 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 award will be made to the lowest, responsive and responsible bidder whose bid conforms to the solicitation and whose bid is consi dered to be most advantageous to the City, price an d other factors considered. Factors to be considered may include, but are not limited to: bidder’s past performance, total unit cost, economic cost analysi s, life cycle costs, warranty and quality, maintena nce cost, durability, the operational requirements of t he 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 i tems, to waive informalities, technical defects and minor irregularities in bids received; and to select the bid(s) deemed most advantageous to the City. The C ity will, however, consider 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 o r groups of items to various bidders as the interes ts of the City may require, unless the bidder clearly specifies otherwise in his bid.
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d) For the purpose of evaluating bids for multiple awa rds, 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 an d combinations of items which result in the lowest aggregate price to the City, including such adminis trative 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 shal l be deemed to result in a binding contract incorporating those terms and these General Provisi ons 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 cont ract, 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 considera tion of such protest.
25. Documentation
Due to the time constraints that affect contract pe rformance, 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 resu lt in bid being declared non-responsive and rejecte d, and at City’s option the bid bond may be attached for dama ges suffered.
26. Seller’s Invoice
Invoices shall be prepared and submitted in duplica te to address shown on the Purchase Order. Separat e invoices are required for each Purchase Order. Invoices shall contain the following information: Purchase Order number, item number, description of supplies or ser vices, sizes, unit of measure, quantity, unit price and extended totals.
27. Document Ownership
a) All technical documents and records originated o r prepared pursuant to this contract, including pap ers, reports, charts, and computer programs, shall be de livered to and become the exclusive property of the City and may be copyrighted by the City. Bidder as signs 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 as signed to City, unless otherwise agreed. Bidder agrees th at City may make modifications to computer software furnished by bidder without infringing bidder’s cop yright or any license granted to City.
28. Advertisements, Product Endorsements
City employees and agencies or organizations funded by the City are prohibited from making endorsement s, either implied or direct, of commercial products or services without written approval of the City Mana ger. No bidder may represent that the City of Chula Vista h as endorsed their product or service without the Pu rchasing Agent’s prior written approval.
29. City Provisions to Prevail
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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 consi der the bid without bidder’s standard terms and conditions, or to require bidder to delete reference to such as a condition of evaluation or award of the bid. If, after award of contract, bidder (contract vendor) shall provid e materials or services accompanied by new or additional standa rd terms or conditions, they too shall be considere d void and City may require deletion as a further conditio n of performance by Bidder. To the extent not othe rwise provided for by the contract documents, the Califor nia 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, il legal or unenforceable, the remaining provisions shall remai n in effect and be enforceable.
31. Amendments and Modifications
The Purchasing Agent may at any time, by written order, and without notice 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) d rawings, designs, or specifications, where the supp lies to be furnished are to be specially manufactured for the City; (3) method of shipment or packing; and (4) pla ce 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 ame ndment to the Purchase Order. Any claim by the bidder for adjustment under this clause must be asserted with in 30 calendar days from the notification date.
32. Assignment
Bidder shall not assign or delegate duties or respo nsibilities under this agreement, in whole or in pa rt, without prior written approval of the City.
33. Disputes
Except as otherwise provided in these provisions, a ny dispute concerning a question of fact arising un der 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 fina l and conclusive, unless bidder requests 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 agre ement, any party may request that it be submitted t o 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 a greement, the parties shall each submit one name fr om mediators listed by either the American Arbitration Association, the California State Board of Mediati on 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 goo d faith attempt to reach a mediated settlement. The mediat ion 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
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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 applicable permits and licenses r equired shall be obtained by the bidder, at bidder’s sole e xpense.
36. Business License
Chula Vista Municipal Code Section 5.02.020 requires all firm/entities doing business with the City to obta in 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 perso n, within the corporate limits of the City, to tran sact, engage in, or carry on any business, show, exhibition or g ame hereinafter specified without first having proc ured 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 le ases are considered items of current expense. Purc hase Orders are funded when issued; 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 te rm contract payments required to be paid in the next o ccurring lease or contract term, and if no funds ar e 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 obliga tion 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 exte nt of the Purchase Orders issued.
38. Extension
When in the City’s best interest, this agreement ma y 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 i n accordance with pricing, terms, and conditions, as described herein.
39. Debarment
The Purchasing Agent may recommend to the City Coun cil that the person or business be debarred from consideration for award of contracts. The period o f debarment will be contingent upon the severity of cause.
Causes for debarment include:
a) Conviction under state or federal statutes of em bezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or other offense indicating a lack of business inte grity or business honesty
b) Violation of contract provisions which is regarded by the Purchasing Agent to be so serious as to just ify 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 su bmission within a two-year period.
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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 debarre d 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 C hula Vista or in the performance of such contract or subcontract.
iii. Conviction under State or Federal antitrust statute s 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 Di ego.
(REV February 2021)
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1. THE CITY’S STANDARD 2-PARTY AGREEMENT FOR CONSULTAN T SERVICES IS ATTACHED FOR REVIEW. THE CITY WILL CONSIDER ANY NOTED EXCEPTIONS WHILE MAKING THEIR SELECTION.
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH CITY OF CHULA VISTA
TO PROVIDE [SERVICES TO BE PROVIDED ]
This Agreement is entered into effective as of Ente r Date (“Effective Date”) 1 by and between the
City of Chula Vista, a chartered municipal corporat ion (“City”) and City of Chula Vista, Entity Type (e.g. A California Corporation) (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
R
ECITALS
WHEREAS, Enter Recitals To Describe Basis For Service – See example below 2; and
WHEREAS, Enter Recitals To Describe Consultant Sele ction Process – See example below
3; and
Enter Additional Recitals As Needed Or Delete This Line
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services requir ed of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.
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 contra cts exceeding $100,000; 2.56.090 for contracts of $ 100,000 or less;
2.56.110 for “professional services” e.g., architec ts, lawyers, engineers, environmental], received __ proposals, and selected Consultant as the most qualified amongst those submitting; and” [OR, if the project was sole-sourced]
“WHEREAS, In order to procure these services Cons ultant was chosen based on Consultant’s unique qual ifications, 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 Cons ultant was chosen __________________.”
Consult with the City Attorney’s Office if none of these apply
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OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above reci tals, 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 pe rform the services, and deliver to City the “Deliverables” (if any) described in the attached E xhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consu ltant agree to meet and confer in good faith for the purpose of negotiating a correspondin g reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, code s, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to t he Required Services (“Additional Services”). If so, City and Consultant agree to me et and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add th e Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Consultant expressly warran ts and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently pr acticing 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 with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance wi th industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. In the event that Ex hibit A Section 5 indicates the need for Consultant to provide additional security for perfo rmance of its duties under this Agreement, Consultant shall provide such additional security p rior to commencement of its Required RFP P19-2023 March 10, 2023
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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 wo rk, 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 a ll subcontractors to be used by Consultant in the performance of the Required Services. Consul tant 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 Consul tant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the e arlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provision s which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of th e Required Services, City agrees to compensate Consultant in the amount(s) and on the t erms set forth in Exhibit A, Section 4.
Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed i nvoice for services performed each month, within thirty (30) d ays 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 be ing billed, the amount 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 prope rly 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 RFP P19-2023 March 10, 2023
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accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted ma y be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback am ount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant.
2.5 Reimbursement of Costs. City may reimburse Con sultant’s out-of-pocket costs incurred by Consultant in the performance of the Re quired Services if negotiated in advance and included in Exhibit A. Unless specifically pro vided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs inc urred 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 error s, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Consultant underst ands 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 a nd maintain, during the period of performance of Required Services under this Agreeme nt, and for twelve months after completion of Required Services, the policies of in surance described on the attached Exhibit B, incorporated into the Agreement by this referenc e (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 mu st be placed with licensed insurers admitted to transact business in the State of Calif ornia 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 RFP P19-2023 March 10, 2023
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rating of no less than A X. For Workers’ Compensat ion Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all s ub-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, off icials, employees, agents, and volunteers must be named as additional insureds with respect t o any policy of general liability, automobile, or pollution insurance specified as req uired in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liab ility additional insured coverage must be provided in the form of an endorsement to the Consu ltant’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 Cit y, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance mai ntained 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 reque sted. Prior to the effective date of any 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 po licy under this Agreement. 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 commencemen t of any work, Consultant shall furnish City with original certificates of insuranc e and any amendatory endorsements necessary to demonstrate to City that Consultant ha s 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 liab ility 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 other wise be on industry standard forms. The City reserves the right to require, at any time, co mplete, certified copies of all required insurance policies, including endorsements evidenci ng the coverage required by these specifications.
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3.10 Claims Made Policy Requirements. If General L iability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions cover age 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 bef ore the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of i nsurance 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 effect ive 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 mus t be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insura nce provisions under this section shall not be construed to limit the Consultant’s obligati ons under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insur ance 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 maximum extent allowed by law , Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harm less City, its elected and appointed officers, agents, employees and volunteers (collect ively, “Indemnified Parties”), from and against any and all claims, demands, causes of acti on, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of 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 Indemn ified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Part ies which may be in combination with the active or passive negligent acts or omissions of th e Consultant, its employees, agents or officers, or any third party.
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4.2. Modified Indemnity Where Agreement Involves D esign Professional Services.
Notwithstanding the forgoing, if the services provi ded under this Agreement are design 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 Consu ltant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consulta nt’s own cost, expense and risk, and with counsel approved in writing by City, any and all su its, 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, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Ind emnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Consultant’s Obligations Not Limited or Modif ied. 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 Co nsultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way li mit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Consultant agrees to pay a ny and all costs and fees 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 Refor m 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). I n order to assure compliance with these requirements, Consultant shall comply with the disc losure 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 s ubcontractors who will be performing 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 subcont ractor working solely for Consultant, to solicit or secure this Agreement. Further, Consulta nt 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, RFP P19-2023 March 10, 2023
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gift or other consideration contingent upon or resu lting 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, the proceeds hereof, or in the business of Consulta nt 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 whats oever Consultant shall fail to perform the Required Services under this Agreement, in a pr oper or timely manner, or if Consultant shall violate any of the other covenants, agreement s or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such n otice 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 agre es that the specified Default is capable of being cured, City may grant Consultant up to ten (1 0) additional days after the designated termination date to effectuate such cure. In the e vent of a termination under this Section 6.1, Consultant shall immediately provide City any and a ll ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Requir ed 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 wor k, 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 C ity. City may suspend or terminate this Agreement, or any portion of the Required Serv ices, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination 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. Such 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 Wo rk 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 addit ional 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 termin ates 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.
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6.4 Administrative Claims Requirements and Procedu res. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon re quest by City, Consultant shall meet and confer in good faith with City for the purpose of r esolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be g overned 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 w hole 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 suc h Work Product shall be subject to private use, copyrights or patent rights by Consultant in t he 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, c opyright 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 expr essly prohibited by other applicable laws.
With respect to computer files containing data gene rated as Work Product, Consultant shall make available to City, upon reasonable written req uest by City, the necessary functional computer software and hardware for purposes of acce ssing, 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.
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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 under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreem ent 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 i n counterparts, each of which shall be deemed an original, but all of which shall const itute 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, constitute s the entire Agreement between the Parties with respect to the subject matter contained herein . All exhibits referenced herein shall be attached hereto and are incorporated herein by refe rence. All prior or contemporaneous agreements, understandings, representations, warran ties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agr eement and for three (3) years following completion of the Required Services, Consultant agr ees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including account ing 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 perfo rm 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 shal l at all times remain as to City a wholly independent contractor. Neither City nor any of it s officers, employees, agents or volunteers shall have control over the conduct of Consultant o r any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), excep t 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 ar e entitled, including but not limited to, overtime, retirement benefits, worker's compensatio n benefits, injury leave or other leave benefits. Furthermore, City will not withhold stat e 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 o r in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur RFP P19-2023 March 10, 2023
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or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests pro vided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to s uch Party, postage prepaid, registered or certified, with return receipt requested, at the ad dresses identified in this Agreement at the places of business for each of the designated Parti es as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees th at 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 sig natures. 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 Califo rnia 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.
CITY OF CHULA VISTA CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________ Enter Name Of Signatory Choose a signatory.
Enter Title Of Signatory Choose the signatory’s title.
ATTEST
4 BY:
________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
CITY ATTORNEY
BY:
________________________________
___ (printed name)
_________
4 Attestation signature only required if the Mayor signs the Agreement. If Mayor is not signing agreem ent, 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 L egal 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:
CITY OF CHULA VISTA
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. Consul tant XYZ Will Provide Customer Service Trainings To City Staff)
B. Detailed Description:
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Enter Detailed Information About Each Task To Be P erformed, Including Task Description, Associated Deliverables, And Completion Date. May B e 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 OPTIO NS 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 Re quired Services by Consultant as herein required, City shall pay a single fixed fee of $En ter 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 pa y 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 Requir ed 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 t o 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 SELE CT “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 Director of Finance/Treasurer s hall 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 a nd 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 n otice to Consultant of the City’s election to exercise the extension via t he Notice of Exercise of Option to Extend 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 occurrence 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 aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☐ Automobile Liability $1,000,000 per accident for bo dily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9 -Non Ow ned
☐ 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 liabili ty 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 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
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.4 th
261; FPPC Reg. 18700.3 (Consultant defined as an “i ndividual” who participates in making a governmenta l decision; “individual” does not include corporation or limited liability company).
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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 pro vide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately resp onsible for complying with FPPC regulations and filing requirements. If you have any questions rega rding filing requirements, please do not hesitate t o 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