Attachment 1.pdf — Chula Vista City Council, July 25, 2023

1 City of Chula Vista Agreement No.:

Consultant Name: WINBOURNE CONSULTING, INC. Rev. 1/17/23

CITY OF CHULA VISTA

CONSULTANT SERVICES AGREEMENT
WITH WINBOURNE CONSULTING, INC.

TO PROVIDE PROJECT MANAGEMENT SERVICES FOR RECORDS MANAGEMENT SYSTEM This Agreement is entered into effective as of July 1, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and W INBOURNE CONSULTING, INC., a Virginia corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:

RECITALS
WHEREAS, City’s Police Department (“Department”) intends to upgrade its core Records Managemement System ( “RMS”) to enhance operations and improve services to the community through modernization, and greater automation and integrationt; and WHEREAS, City seeks a professional s ervices agreement to provide expertise and project management services to assist the Department with the effective and timely upgrade of the Records Management System; and WHEREAS, the parties have worked together satisfactorily for several years on other projects, and this Agreement was negotiated on the basis of Consultant’s demonstrated co mpetence and qualifications for the services to be provided, pursuant to Chula Vista Municipal Code section 2.56.110 (A) (1); and WHEREAS, City has determined that competative bidding was not required because it was impractical and because the City’s interests were materially better serv ed by contracting with Consultant, a single source provdier with unique performance capabilities, pursuant to Chula Vista Municipal Code section 2.56.110 (H) (2); and
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.
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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 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 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 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 expres sly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.

1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.

1.6 Security for Performance. In the event that Exhibit A Section 5 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 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 2023-145
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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, subject to Sections 6.1 and 6.2 of this Agreement, when the P arties have complied with all their oblig ations 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 Invoicing. 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 curr ent monthly amount being 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 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 and conditions set forth in Exhibit A and section 2.4, below . At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.

2.4 Retention Policy. [Reserved]

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. 2023-145
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3. INSURANCE

3.1 Required Insurance . Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B , 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 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 insure ds 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 spec ified 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 City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by 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 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 policy 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 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 2023-145
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right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.

3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply:

a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.

b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.

c. If coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a “Retro Date” prior to the effective 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 Agreement, 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 fo r 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 harmless City, its elected and appointed officers, agents, employees a nd volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of 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 f rom the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or 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 Indemnity Where Agreement Involves Design Professional Services . Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.

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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, and with counsel approved in writing by City, 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, Consultant 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 Section 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 c osts 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 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 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 subcontractor working 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, 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 whatsoever 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 “Defaul t”), 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 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 2023-145
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may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consul tant 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 termination or suspension at least fifteen (15) days pr ior 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 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 Agreemen t 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 writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, 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 t o 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 2023-145
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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 other 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 accessing, compiling, transferring and printing computer files.

8. GENERAL PROVISIONS

8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.

8.2 Assignment. City would not have entered into this Agreement but for 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 Agreement for Consultant warrants and represents th at 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 ma y be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.

8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.

8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services , 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 Agreeme nt. 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, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any 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 2023-145
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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.

8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement a t the places of business for each of the designated P arties as indicated in Exhibit A, or otherwise provided in writing.

8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any elect ronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, 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.

WINBOURNE CONSULTING, INC. CITY OF CHULA VISTA

BY:________________________________ BY: ________________________________ Andrew G. Reece MARIA V. KACHADOORIAN
Chief Executive Officer CITY MANAGER

APPROVED AS TO FORM

BY: _______________________________
Jill D.S. Maland
Lounsbery Ferguson Altona & Peak
Acting City Attorney

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EXHIBIT A

SCOPE OF WORK AND PAYMENT TERMS

1. Contact People for Contract Administration and Legal Notice

A. City Contract Administration:

Jonathan Alegre, Police Department Administrative Services Manager 315 Fourth Avenue, Chula Vista Ca 91910
(619) 476-2570
[email protected]

For Legal Notice Copy to:

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

B. Consultant Contract Administration:

WINBOURNE CONSULTING, INC.
1101 Wilson Boulevard, Sixth Floor, Arlington Va 22209
(703) 584-5350
[email protected]

For Legal Notice Copy to:
[same as above]

2. Required Services

A. General Description:

Perform consulting and project management services to upgrade Records Management System

B. Detailed Description:

Refer to Exhibit D, Winbourne Consulting Proposal to Provide Consulting & Project Management Services for NicheRMS Implementation for the City of Chula Vista, CA (dated April 5, 2023)

3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 1, 2023 and end on June 30, 2024 for completion of all Required Services.

4. Compensation:

A. Form of Compensation

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☒ Time and Materials. For performance of the Required Services by Consultant as identified in S ection 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:

Engagement Executive: $175.00 per hour
Project Manager: $170 per hour

B. Reimbursement of Costs

☒ None, the compensation includes all costs

Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 30, 2024 shall not exceed $63,429.58.

5. Special Provisions:

☐ Permitted Sub-Consultants: None

☐ Security for Performance: None

☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for one additional terms, defined as a one -year increment or June 30, 2025. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to 0.00% for each extension. The City shall give written notice to Consultant of the City’s election to exercise the ext ension via the Notice of Exercise of Option to Extend document.

☐ 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 injur y, 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 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: None

2023-145
DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD 14 City of Chula Vista Agreement No.:

Consultant Name: WINBOURNE CONSULTING, INC. Rev. 1/17/23

EXHIBIT C

CONSULTANT CONFLICT OF INTEREST DESIGNATION

The Political Reform Act1 and the Chula Vista Conflict of Interest Code 2 (“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.3

☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 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
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 Agreem ent, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.

Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code.

Completed by: Jonathan Alegre

1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4 th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company).
2023-145
DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD Consulting and Project Management Services for the
City of Chula Vista, CA
NicheRMS® Implementation
April 5, 2023
1101 Wilson Boulevard, Sixth Floor
Arlington, VA 22209
(p) (703) 584-5350 • (f) 703.935.1147
www.winbourneconsulting.com

EXHIBIT D
DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD Winbourne Consulting Proposal to Provide Consulting & Project Management Services for NicheRMS® Implementation for the City of Chula Vista, CA

April 5, 2023

City of Chula Vista – Police Department
Attn: Phil Collum, Assistant Chief – Community Engagement

Reference: Consulting & Project Management Services for NicheRMS® Implementation

Assistant Chief Collum,

Winbourne Consulting Inc. is pleased to provide the City of Chula Vista , CA (City) with this proposal to provide expert consulting services to assist the City in providing project management services during their implementation of a new Records Management System (RMS) . We understand that it is paramount that the implementation of the new RMS be completed within the timeframe established by the City.

We also understand that the services include overseeing the implementation and monitoring of the work performed by the vendor (Niche®) to en sure the vendor remains compliant with contract requirements.

Winbourne’s Project Manager Kirby Beyer has been working with the City of Chula Vista since 2019. Kirby Beyer is familiar with the operations and nuances of the police department which will contribute to a successful implementation of the Niche law enforcement records management software.

We look forward to the opportunity to continue working with the City and the Police Department on this critical public safety project. Please feel free to contact me with any questions regarding our proposal.

My contact information is: Office (703) 584 -5350, facsimile: (703) 935 -1147 and e -mail:
[email protected].

Sincerely,

Andrew Reece, CEO
Winbourne Consulting, Inc.

DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD Winbourne Consulting Proposal to Provide Consulting & Project Management Services for NicheRMS® Implementation for the City of Chula Vista, CA

Project Understanding and Approach
We understand that the City of Chula Vista is looking for a consulting firm with Public Safety operational performance expertise, knowledge, and experience, with an industry perspective to manage the upcoming Niche® RMS implementation.

We have proposed a team with knowledge and expertise in the Public Safety industry, with over 100 years of collective Public Safety industry experience. The proposed individuals are experts in their field and can provide the City of Chula Vista the project management, RMS vendor perspective along with subject matter expertise to not only manage the project from start to finish, but to ensure the implementation of a state-of-the-art RMS solution.

Who We Are
Winbourne Consulting, LLC is recognized wo rldwide as one of the leading emergency communications and management systems consulting and project management firms. For 23+years, our firm has served more than 600 public safety agencies in the United States and more than 20 countries. We provide client s with operations improvement, strategic planning, system requirements development, technology selection and installation, cybersecurity, and smart city design, project management, and implementation services.

Founded 2000

Small, Minority-
Owned Business

Served 600
Public Safety &
Justice Clients

1st Office in
Washington, DC,
Metropolitan
Police HQ

International
Recognition:

Projects in 20+
Countries

Deep Bench of
Subject Matter
Experts (SMEs)

Our firm works as public safety Project Managers (PMs) and Subject Matter Experts (SMEs). Our structure adheres to a flat, matrix-based approach to overall management and communication.

A management committee manages the firm on an ongoing basis with four business units: 9-1- 1 Services and Emergency Communications, Mission Critical Facilities, Digital Evidence and Body Worn Cameras and Big Data-related services.

Winbourne Consulting is a privately owned company incorporated in Delaware in 2000.

Winbourne is an independent public safety consulting firm and, as such, is not engaged in or associated with the business of selling, servicing, or renting public safety and related systems.

We are vendor-neutral and are not affiliated with any hardware or software vendors. We are familiar with the capabilities of all top-tier vendors along with many other vendors in the public safety and emergency management market space.

Technology Planning &
Implementation
▪ Technology Assessment
▪ Functional Requirements
▪ Technical Requirements
▪ System Procurement
▪ Vendor Implementation
Operations and Staffing
Assessment
▪ Process Optimization Analysis
▪ Staffing Needs
▪ Policies and Procedures
▪ Best Practice Gap Analysis
Next Generation 911
(NG911)
▪ NG911 Design
▪ NG911 Procurement
▪ Vendor Implementation
▪ Financial Analysis

Consolidation and
Governance Planning
▪ Consolidation and
Deconsolidation Plans
▪ Identify Stakeholder Need
▪ Governance Agreement
▪ Governance Structure
▪ Cost Sharing Analysis
Strategic Planning

▪ Current State Assessment
▪ Visioning and Objectives
▪ Future To-Be Modeling
▪ Cost Analysis
Big Data and Analytics

▪ Assess and Identify Data
▪ Analytics Solutions
▪ Common Data Platform
▪ Data Quality Assurance

Body Worn Cameras and
Digital Evidence
▪ Technology Requirements
▪ Policies and Procedures
▪ Procurement Support
▪ Cost Analysis
Network Planning and
Design
▪ Assess PSAP Readiness
▪ Oversee Testing
▪ Oversee Implementation
▪ Bandwidth Analysis
▪ Connectivity Analysis
Radio Technology

▪ System Design
▪ All Radio Technologies
▪ Broadband Network
▪ Radio Tower and Standards
▪ Radio Coverage Study

311/Customer Relationship

▪ Management
▪ Needs Assessment
▪ Technology Requirements
▪ Business Planning
▪ Procurement
▪ Vendor Implementation
Cybersecurity

▪ Cyber Response Plan
▪ Cyber Monitoring and
Vulnerability Assessments
Mission Critical Facility
Design
▪ Technology Consulting to A&E
▪ Technology Fit-Out and Test
▪ Space Planning, Design and
Specifications Documents
DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD Winbourne Consulting Proposal to Provide Consulting & Project Management Services for NicheRMS® Implementation for the City of Chula Vista, CA

U.S. Public Safety and Justice Clients
Our U.S. clients include the City of Virginia Beach, VA; State of Hawaii; State of California; State of Connecticut; Washington, DC; New York City; Los Angeles; Las Vegas;
Boston; Cleveland; Milwaukee City and County; and
Miami-Dade County. The projects range from operational
assessments, consolidations, and de -consolidations,
developing technical and functional requirements for
systems such as Computer Aided Dispatch (CAD), mobile
computing, records managem ent systems to
implementing court records systems, body-worn cameras, and NG911 solutions for entire states and regions.

International Clients
Internationally, Winbourne has worked on public safety, emergency management, network design, and smart city projects in more than 20 countries, including Indonesia, Jordan, Vietnam, Philippines, India, Turkey, UAE, Iraq, Mexico, Chile, Panama, Jamaica, Mexico, Canada, Ukraine, Poland, Romania, and Bulgaria.

Winbourne is currently managing a smart city project in Ho Chi Minh City, Vietnam. Our current project, the Intelligent Operations Center (or IOC) project, builds on our 2018 - 2019 project to design the Integrated Emergency
Communications System or IECS for the city. The technical assistance project will advance the goals of the IECS project as well as prepare th e groundwork for implementing a
technical and operational smart city solution.

The quality of our client services is measured annually through client satisfaction surveys. Our firm has maintained a 99% Highly Satisfied rating from our clients for the past 16 years. It is important we know from our customers if we are doing a good job. We send them a survey with 7 to 10 questions such as: “How would you rate the overall quality of Winbourne Consulting in completing this project?” We are proud to maintain this high satisfaction rating. This is a clear indication of the relationships we build with each client, helping them solve their problems collectively.

Our headquarters is located at 1101 Wilson Blvd, 6th Floor, Arlington, VA 22209 USA. Our website is www.winbourneconsulting.com.

“I have used Winbourne Consulting
consistently on major New York City
projects over the past decade because
they are admirably competent and
dependable at a competitive cost.”
— Annette Heintz, Deputy Commissioner,
Special Projects, New York City
Department of Information
Technology and Telecommunications
The Ho Chi Minh City project brings
together a variety of data types
and sources, including intelligent
transport management systems,
public safety, public health, and
citizen service requests.

Experienced Project Team
Our proposed team has specialized skills and experience in public sector financial systems, court systems, Computer Aided Dispatch systems, Records Management Systems, Radio and Telephony Systems, Networks/Communications and Geographic Information Systems. Below is a synopsis of the team members’ backgrounds.

Project Executive and Quality Assurance—Andrew Reece, CEO, PMP, ILTL Andrew is PMP and ITIL certified and has over 30 years of experience in managing the improvement of complex public safety and broader governmental operations in the public safety arena. He specializes in strategic planning, business process design, business process improvement, and organizational design and realignment. Specifically, he has a broad knowledge of government operations, including finance and budget, technology and systems, and their impact on business process and organization structure. He has worked extensively planning and implementing complex information technology, network, and communications systems, including many of the nation’s largest public safety technology and communications projects.

Primary Project Manager—Kirby Beyer
Mr. Beyer has worked with the City of Chula Vista on the implementation of their Motorola PremierOne® CAD system and provided project management services for the Drone as a First Responder Program.

He has over (31) years of law enforcement experience with the San Diego County Sheriff’s Department, retiring as an Assistant Sheriff. He has extensive experience in the management and implementation of Public Safety applications particularly in the areas of Computer Aided Dispatch, Records Management, Mobile and Field Reporting and Jail Management Systems. He has managed needs assessments, requirements, RFPs, vendor selections and contract negotiations for CAD/Mobile, jail management and records management systems. He has also led and mentored large development and implementation teams of engineers and subject matter experts providing publi c safety solutions including jail management systems, large regional records management systems and regional sex offender management systems.

Deep Bench of Subject Matter Experts
In addition to the above -mentioned staff, our project team can call on a wide variety of subject matter experts to supplement specific requirements.

Project Management Methodology
Winbourne Consulting is professionally qualified and acquainted with th e challenges and types of services required to oversee and manage public safety software replacement successfully. Key success factors for this project are successful procurement, implementation, and improved operational effectiveness.

Our firm and employees adhere to the Project Management Institute’s processes and practices for all public safety projects. As shown below, we will develop a project plan and schedule to establish project phases and milestones and include processes consistent with PMI practices.

Depending on the needs of the project, our Project Management Plan includes a project charter, a project organization diagram, an explanation of the project methodology, a synopsis of the problems faced by the client’s management and staff t hat the new system should resolve, scope definition, project schedule, resource plan, budget, communications plan, stakeholder management plan, risk and mitigation plan, and other documents as DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD Winbourne Consulting Proposal to Provide Consulting & Project Management Services for NicheRMS® Implementation for the City of Chula Vista, CA

needed. The project schedule includes activities required to su ccessfully complete all work under the contract between the City of Chula Vista and Winbourne Consulting.

Risk Management

Risk Management is tightly coupled with our quality management planning. It provides qualitative (priority), and quantitative (impact) assessments of risks associated with our proposed solutions and the risks inherent to executing the requirements of the SOW. The schedule will be evaluated, and a critical path plan will be created to document tasks to be completed, i dentify risks and their potential impacts, and assign priorities and mitigation plans. Risk assessment and mitigation plans will be created for the planning and implementation phases to ensure the project remains on the planned path. To monitor and manage risks, the following will be used:

• Risk, issue, and change logs to be used in all phases of the project • Creation of a stakeholder list and documentation of communications regarding risks and their consequences
• Regularly scheduled project stakeholder status meetings and weekly and monthly summary reports that will include risks identified, risk consequences, mitigation planning and integration with work planned, work accomplished, schedule, and other project- related issues
• Regularly scheduled status reports
• Electronic project risk reporting and retention of key documentation through a project Web page, use of tools like SharePoint, and e-mail

Scope of Services
Winbourne Consulting will provide consulting and project management services during the upcoming Niche® RMS Implementation, per the existing NICHE® Integration/Implementation 2019-2024 Guidelines document.

Project Timeline
Our proposed team has a vast Public Safety knowledge and experience to draw upon in completing the requested Public Safety implementation of the selected RMS solution.

The project timeline has been dictated by the selected vendor (Niche ®) and Winbourne Consulting will manage to that schedule. It is our belief that the proposed vendor schedule is very aggressive and not realistic. Once engaged, Winbourne can assess the full scope of work and determine a true and accurate schedule to work from.

Cost Proposal
Winbourne Consulting is pleased to provide our cost proposal for the RMS implementation project. Our Cost Proposal is based on our experience in conducting similar tasks with Public Safety and Information Technology clients , including Chula Vista’s recent CAD implementation .

Winbourne Consulting’s Cost Proposal is based upon the agreed to level of effort, associated expenses, and the mix of resources required to complete the tasks defined in scope of work issued under this contract. Our total project prices are inclusive of all time, materials, and other expenses necessary for full completion of the Scope of Work within the project time frame.

The total Cost Proposal is a firm fixed price and is based on a total project period of performance of up to 16 months and/or up to a level of effort of 368 personnel hours.

If the project exceeds the above period of performance or level of effort for any portion of the implementation, Winbourne will work with the City to identify remaining tasks and develop a Quote for submission of a Change Order to complete the project.

Winbourne will submit invoices of actual time worked on a monthly basis throughout the project, starting on the first day of the month after the Effective Date of an executed contract.

The following is our cost proposal summary.

RMS Implementation Cost Proposal

DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD

We look forward to working with you. Please
contact us with any questions.

Kirby Beyer, Senior Consultant
[email protected]

According to our recent client
DocuSign Envelope ID: 776E386E-9A38-49EF-B13F-8B74B7CFFFFD

Chula Vista City CouncilJuly 25, 2023

Chula Vista City Council
July 25, 2023