1 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH TRIBESY CONSULTING
TO PROVIDE JUSTICE, EQUITY, DIVERSITY AND INCLUSION ( JEDI) CONSULTING
SERVICES INCLUDING CREATION OF A JEDI ACTION PLAN
This Agreement is entered into effective as of July 19, 2022 ( the “ Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation ( City) and TRIBESY CONSULTING, a California General Partnership ( Consultant) ( collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, the City hasmadesignificant strides towards advancing equity and now seeksto elevateour focus to promote and encourage justice, equity, diversity, inclusion and accountability by addressing structural and systemic disparities in our organization, community and municipal serviceswith a focus on health, housing, education, employment/ jobs, public safety, environmental justice, transportation and economic opportunity; and WHEREAS, the City requires professional consulting services in order to conduct an objective organizational structural and cultural assessment, facilitate effective conversations through engagementwith internal and external groups, and use professional recommendations and best practices to create a Justice, Equity, Diversity, Inclusion (JEDI) Action Plan; and
WHEREAS, in order to procure theseservices, the City solicited proposalsin accordancewith Chula Vista Municipal Code Section 2.56.110, received four ( 4) proposals, deemed three ( 3) responsive and responsible, interviewed three (3) consultant firms and selectedConsultant as the most qualified amongst those submitting; and
WHEREAS, Consultant warrants and representsthat it is experiencedand staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.
End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 R2022- 176
2 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
OBLIGATORYPROVISIONS
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 Partieshereby 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) describedin the attachedExhibit 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 describedin Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scopeof Work. City may independently, or upon requestfrom Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agreeto meet and confer in good faith for the purposeof 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 ordinancesgoverning procurement and purchasing authority, City may requestConsultant 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 purposeof negotiating an amendmentto Exhibit A, to addthe 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 warrants and agrees that any and all Required Services hereundershall be performed in accordancewith 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 anddoesnot 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 4 indicates the needfor Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencementof 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, stateand local laws, including the Chula Vista Municipal Code.
1.8 BusinessLicense. Prior to commencementof work, Consultant shall obtain a businesslicense 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 subcontractorsto be usedby Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 3 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
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 ensurethat eachand 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 commencementof the Required Serviceshereunder, and shall terminate when the Partieshave complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performanceof the Required Services, City agreesto compensateConsultant 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 agreesto 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 reasonabledetail. Each invoice shall include the current 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 expensesthat exceedthe estimatedbudget.
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. Paymentshall bemadein accordancewith theterms andconditions 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 Reserved.
2.5 Reimbursementof Costs. City may reimburseConsultant’sout-of-pocket costsincurred 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 beresponsiblefor any and all out-of-pocket costsincurred 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 agreedupon 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, negligenceor actsof willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Consultant understandsand agreesthat 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.
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 4 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
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 insurancedescribedon the attachedExhibit 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 Insurancemust be disclosed to and approved by City in advanceof the commencementof work.
3.3 Standardsfor Insurers. Required Insurancemust 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, insuranceissuedby the StateCompensationFund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insuredswith respectto any policy of generalliability, automobile, or pollution insurancespecified as required in Exhibit B or as may otherwise be specified by City’ s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsementto 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 Coverageto be “Primary.” Consultant’s general liability coveragemust be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurancemaintained by the City, its officers, officials, employees, or volunteers is wholly separatefrom 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 canceledby 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 endorsementsnecessaryto 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 DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 5 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
required certificates and endorsementsshould otherwise be on industry standardforms. The City reservesthe 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 insurancecoverageprovided 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 protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers ( collectively, Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, including reasonableattorneys’ fees and court costs), liability, loss, damageor 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 Indemnified Parties. Also covered is liability arising from, connectedwith, causedby or claimed to be causedby the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent actsor omissions of the Consultant, its employees, agentsor 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.
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 6 City of Chula Vista Agreement No.: 2022-080
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4.3 Costsof DefenseandAward. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’ s own cost, expense and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, 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 costs City incurs in enforcing Consultant’ s obligations under this Section 4.
4.6 Survival. Consultant’sobligations underthis 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 personalassetsandincome using a Statementof Economic Interestsform (Form 700).
In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirementsidentified in the attachedExhibit 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 employeesor subcontractorswho 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 agreedto pay any company or person, other than a bona fide employee or approved subcontractorworking 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 wheth er or not suchinterest is prohibited by law or this Agreement. For breachor violation of any of thesewarranties, 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 “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 notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure suchDefault prior to City’ s specified termination date, and City agrees that the specified Default is capable of being cured, City DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 7 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
may grant Consultant up to ten (10) additional days after the designatedtermination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ” Work Product” ( defined in Section 7 below) prepared by Consultant as part of the Required Services.
Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’ s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City asa result of the Default.
6.2 Termination or Suspensionfor Convenienceof City. City may suspendor 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 suspensionat least fifteen ( 15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement andpromptly deliver all “Work Product” (defined in Section 7 below) to City. SuchWork 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 Servicesrequestedor approved by City in advancethat would maximize City’ s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damagesor 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 beenpresentedin 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, assamemay be amended, the provisions of which, including suchpolicies and proceduresusedby 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 to service of process on Consultant by first classmail directed to the individual and addresslisted 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 producedin 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 DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 8 City of Chula Vista Agreement No.: 2022-080
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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 generatedasWork Product, Consultant shall make available to City, upon reasonablewritten 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 that they havethe authority to executesameon behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after eachParty hassigned such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attachedhereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referencedherein shall be attachedhereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranti es 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 Partiesagreeto perform such further actsand to executeand deliver such additional documents and instruments as may be reasonably required in order to carr y out the provisions of this Agreement and the intentions of the Parties.
8.8 IndependentContractor. 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 volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (Consultant RelatedIndividuals), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, 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 sameand shall hold the City harmlesswith respectto same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City.
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 9 City of Chula Vista Agreement No.: 2022-080
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Consultant shall not incur or havethe power to incur any debt, obligation or liability whatsoeveragainstCity, 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 depositedin the United Statesmail, addressedto such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of businessfor each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Partiesincluded in this Agreement areintended to authenticatethis writing and to havethe sameforce and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associatedwith a record andexecutedandadoptedby a Party with the intent to sign suchrecord, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act ( Cal. Civ. Code §§ 1633.1 to 1633.17) asamendedfrom time to time.
End of page. Next page is signature page.)
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 10 City of Chula Vista Agreement No.: 2022-080
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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 consentto bound by same, and that they are freely entering into this Agreement asof the Effective Date.
TRIBESY CONSULTING CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________ Reena Doyle MARIA V. KACHADOORIAN
Tribesy Consulting, Co-owner CITY MANAGER
BY:________________________________
Gail Watts
Tribesy Consulting, Co- owner
BY: ________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY: ________________________________
Glen R. Googins
City Attorney
https:// chulavistaca- my. sharepoint. com/ personal/ mshirey_ chulavistaca_ gov/ Documents/ Covid- 19 Work From Home/ Agreements/ Economic Development/ JEDI/ Agreements/ TwoParty AgrmtWithTribesyConsulting4JEDIProServices- 7.13.22-EScribeFinal. docx DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 For
11 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice A. City Contract Administration:
Miranda Evans, Special Projects Manager
276 Fourth Avenue, Building A
Chula Vista, CA 91910
mevans@chulavistaca. gov
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619- 691- 5037
CityAttorney@chulavistaca. gov
B. Consultant Contract Administration:
TRIBESY CONSULTING
ReenaDoyle
r2d@tribesy. net
Gail Watts
gjw@tribesy. net
2. Required Services
A. General Description:
Consultant will provide Justice, Equity, Diversity and Inclusion (JEDI) servicesto the City of Chula Vista.
B. Detailed Description:
Tribesy will provide JEDI consulting services through a detailed three- phase approach in which they are paid monthly for services rendered. A breakdown of tasks, milestones and deliverables are included in the table below. Although the timeline appearsin a linear form, some of the deliverables and milestones could happen simultaneously, dependenton severalfactors such as availability of partner staff, delivery of materials, levels of trauma, commitment, internalized oppression, individual and collective journeys as well as power and privilege dynamics.
Task Description Deliverables & Milestones Timeline & Cost 1 Foundation AssessmentPhase
This phase will result in the
diagnostic assessmentof root
causes of current outcomes.
Theserecommendationswill lay
the foundation for the following
DevelopmentPhases.
Structural assessment
Cultural assessment
Reports with
recommendations
Community engagement
Internal and external focus
groups
Presentations
PhaseDuration: August
2022 – March 2023
8 months)
Cost: $62,222
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2 Foundation Development Phase:
RoadmapCreation
This phase will result in the
creation of a strategic/action
plan to infuse JEDI culturally
and structurally.
Development of JEDI
committee awarenessin support
of development of JEDI
roadmap with metrics and
accountability
Community engagement
with key stakeholder groups
regarding the JEDI Action Plan
JEDI Action Plan
PhaseDuration: April 2023
August 2023
5 months)
Cost: $ 38,889
3 Foundation Development Phase:
JEDI Lens Implementation
This phasewill result in the
implementation of the JEDI
Action Plan to ensureit becomes
part of the culture and structure
of our organization with a JEDI
lens in all we do.
Development of JEDI lens
and litmus test
Engagementwith
stakeholder groups
Presentations regarding
adoption of the lens and litmus
test.
PhaseDuration: September
2023 – February 2024
5 months)
Cost: $38,889
4 OPTIONAL ADDITIVE
PHASE
Ongoing Implementation Phase:
Bridge and Align
This optional phase would
provide ongoing implementation
support and evaluation of
accountability mechanisms.
Training for department
leadershipto work with staff in
creating departmental actions as
part of the overall framework
established by the DEI committee.
Measurable outcomes of
organizational cultural and
structural shifts
Evaluation of progress and
accountability mechanisms
Communication strategies
to assist with ongoing
implementation
PhaseDuration: February
2024 – February 2025
6 - 12 months)
Cost: NTE $60,000
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 26, 2022 and end on February 28, 2025 for completion of all Required Services.
4. Compensation: SELECT ONE OF THE FOLLOWING OPTIONS THEN DELETE ANY OPTION
THAT IS NOT APPLICABLE, AS WELL AS THESE INSTRUCTIONS
A. Form of Compensation
Fixed FeePaid in Increments. For the completion of eachDeliverable of the Required Services, asidentified in section 2.B., above, City shall pay the fixed fee associatedwith each Deliverable, in the amounts set forth below:
Task No. Deliverable Amount
1 Detailed descriptions outlined in
2.B.
62,222
Payable monthly
2 Detailed descriptions outlined in
2.B.
38,889
Payable monthly
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 13 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
3 Detailed descriptions outlined in
2.B.
38,889
Payablemonthly
4: Optional Addition Detailed descriptions outlined in
2.B.
NTE $ 60,000
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 February 2025 shall not exceed $200,000.
5. Special Provisions: CHECK ANY THAT APPLY OR SELECT “ NONE,” AND DELETE ALL INSTRUCTIONS.
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 1 additional terms, defined as a one- year increment or February 28, 2025. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercisesan 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 increasedby up to $60,000 for the extension. The City shall give written notice to Consultant of the City’ s election to exercise the extension via the Notice of Exercise of Option to Extend document.
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 14 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
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,
personaland
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
separatelyto this Agreement or the
general aggregate limit must be
twice the required occurrencelimit
Additional Insured Endorsement
or Blanket AI Endorsementfor
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 eachaccident
1,000, 000 disease policy limit
1,000,000 diseaseeachemployee
Waiver of Recovery Endorsement
Professional Liability
Errors & Omissions)
1,000,000 eachoccurrence
2,000, 000 aggregate
Other Negotiated InsuranceTerms: NONE
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044 15 City of Chula Vista Agreement No.: 2022-080
Consultant Name: TRIBESY CONSULTING Rev. 9/15/20
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (Code) require designatedstate 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, consultantsdesignatedto 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 asfollows:
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 ( selectoneor more of
thecategoriesunder which the consultantshall 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 meetsthe 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 designateeachindividual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, basedon an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, pleasedo not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK- FPPC, or 866) 275-3772 * 2.
Pursuantto the duly adoptedCity of Chula Vista Conflict of InterestCode, this documentshall serveasthe written determinationof the consultant’s requirementto comply with the disclosurerequirementssetforth in the Code.
Completed by: Miranda Evans, Special Projects Manager
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.4th261; 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).
DocuSign Envelope ID: B5F78D54- BD2E- 4369- B339- E1F2FA987044