1 PROPERTY MANAGEMENT AGREEMENT
This AGREEMENT is made as of , 2026 between the City of Chula Vista , a California chartered municipal corporation (“Owner”) and Ryan Companies US, Inc., a Minnesota corporation (“Manager”).
RECITALS
A. Owner owns the property described in Exhibit A hereto (the “Property,” whether one or more) and desires to engage Manager as an independent contractor and Owner’s agent to manage the Property pursuant to the terms and conditions hereof.
B. Manager is in the business of managing and leasing properties and is willing to render such services to Owner with respect to the Property.
AGREEMENT
In consideration of their mutual undertakings, Owner and Manager agree as follows:
1. APPOINTMENT. Owner appoints Manager, and Manager accepts appointment, as an independent contractor and Owner’s agent on the terms and conditions hereof, with exclusive authority to manage the Property for Owner’s account except as limited herein. Each party represents and warrants to the other that it has full right, power and authority (including any required licenses) to enter into and carry out this Agreement.
2. TERM; TERMINATION.
(a) Term. The term hereof shall commence on July 1, 2026 (the “Start Date”) and, unless sooner terminated pursuant to Subsection 2(b), 2(c) or 2(d), shall continue for a five (5)-year period (“Initial Term”).
Unless Owner elects not to renew this Agreement by written notice to Manager no later than thirty (30) days prior to the end of any current term, this Agreement shall be renewed automatically for five (5) years (“Renewal Period”), unless sooner terminated pursuant to Subsections 2(b), 2(c) or 2(d). Prior to the Start Date, Manager may begin work including but not limited to requesting Property information and documents from Owner and vendors, setting up systems and accounts , or any other tasks (“ Preparatory Work”) at Manager’s discretion in preparation of the services required of Manager pursuant to this Agreement. City will have no obligation to pay for any such Preparatory Work by Manager.
(b) General Termination Right. At any time, Owner and Manager each shall have the absolute right to terminate this Agreement, without Cause, upon sixty (60) days’ prior written notice to the non- terminating party. If Owner is the party that elects to terminate this Agreement, Owner may remove Manager from the Property upon expiration of said sixty (60)-day notice period. Unless terminated for Cause as set forth in Subsection 2(d), Manager shall be entitled to receive compensation for the subsequent sixty (60) day period in accordance with the terms of this Agreement. Termination for Cause shall be governed by Subsection 2(d).
(c) Termination on Sale . If the Property is sold, exchanged or otherwise transferred by Owner during the term hereof, Owner shall provide Manager with at least sixty (60) days’ prior written notice of the proposed transfer, and this Agreement and the obligations of the parties hereto (except liabil ity under the indemnities set forth in Section 4 hereof and the obligation to pay fees earned and unpaid as of the date of termination) shall cease and terminate as of the effective date of the transfer.
(d) Termination for Cause . Either party may terminate this Agreement for Cause by delivering written notice thereof to the other party in which event this Agreement and the obligations of the parties hereto 2 (except liability under the indemnities set forth in Section 4 hereof and the obligation to pay fees earned and unpaid as of the date of termination) shall immediately cease and terminate. “Cause” shall mean either (i) the failure by either party to perform or comply with any of its material obligations hereunder at the time or times and in the manner required hereunder without attempting to diligently and continuously commence curing such failure within ten (10) days after written notice from the other party (unless such failure is of a criminal or quasi- criminal nature, in which event no cure period shall be provided); or (ii) entry by a court of a decree or order for relief in respect of Manager or Owner in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointment by a court of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of Manager or Owner of for any substantial part of their property, or for the winding up or liquidation of Manager’s or Owner’s affairs, which decree or order continues unstayed and in effect for a period of sixty (60) consecutive days; or commencement by Manager or Owner of a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consent by Manager or Owner to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of Manager or Owner or for any substantial part of their property, or the making by Manager or Owner of any assignment for the benefit of creditors, or the failure by Manager or Owner generally to pay its debts as such debts become due or the taking by Manager or Owner of any action in furtherance of any of the foregoing.
(e) Upon expiration of the term of this Agreement, or upon the prior termination of this Agreement, and in any year prior to such expiration or termination, Manager agrees and covenants to cooperate fully with Owner or Owner’s designated successor manager in t he smooth and businesslike transfer of the operations of Property including but not limited to transfer of accounts, contracts, policies, licenses, permits, equipment and improvements in connection with the Property to Owner or Owner’s designees. Furthermore, Manager agrees and covenants to execute all documents required or convenient to accomplish any such transfer in a timely, effective and efficient manner. On the expiration or on the termination of this Agreement for any reason, all cash, accounts, books, records, tenant billing, tenant communication, common area maintenance reconciliations, contracts, policies, licenses, permits and improvements in the Property will be promptly turned over to Owner and be the property of Owner. Manager shall execute and deliver to Owner all documents necessary to legally effectuate each of the transactions. Unless otherwise agreed in writing by the Parties hereto, Manager shall remove its personnel and personal property from the Property upon such expiration or termination. Upon such expiration or termination, Manager shall surrender to Owner all cash and other assets of the Property.
3. MANAGEMENT SERVICES. So long as it manages the Property, Manager will provide the following:
(a) Records; Office Space and Storage Space. Manager shall maintain complete and accurate records of all transactions relating to the Property and the supervision, management and operation thereof and shall make such records available for inspection by Owner at all reasonable times. Owner shall provide Manager, without charge, a suitable storage area within the Property for Manager’s equipment, tools, materials and supplies furnished or consigned to Manager by Owner or furnished to Owner by Manager.
(b) Reports to Owner. Manager shall prepare a monthly accounting of all transactions relating to the Property and forward it to Owner on or before the fifteenth (15th) day of the succeeding month. The monthly accounting shall include, at a minimum: (a) a balance sheet; (b) an operating statement with budget -to-actual variance analysis; (c) a rent roll; (d) an accounts receivable aging report; (e) a general ledger for the Operating Account; (f) a bank reconciliation and Operating Account statement; (g) copies of supporting vendor invoices paid during the reporting period; and (h) commentary on budget variances. The monthly accounting is delivered for transparency, audit, and recordkeeping purposes and is independent of, and in addition to, the Quarterly Funding Request described in Subsection 3(l)(iv).
(c) Operating Budgets. No more than forty-five (45) days after the Start Date (for the period from the Start Date to the end of the fiscal year) and thereafter at least one hundred eighty (180) days prior to the 3 commencement of each fiscal year (for the ensuing fiscal year), Manager shall submit to Owner a proposed operating budget which, after approval by Owner, shall be the approved budget (herein referred to as the “Budget” and items therein referred to as “Budgeted” items). Each proposed budget shall include: (i) by month, anticipated revenues by source and expenses by item; (ii) Manager’s recommendations with respect to discretionary expense items including advertising, reserves for replacements, capital improvements and on-site staffing, if any; and (iii) a written explanation describing all assumptions made by Manager in preparation thereof. If Owner disapproves of any proposed budget, Manager shall submit a revised proposed budget within fourteen (14) days after Owner notifies Manager of the specific reasons for Owner’s disapproval. If Owner has not approved the proposed budget on or before the earlier of (i) ninety (90) days after Owner’s receipt of the proposed budget, and (ii) the first day of the period t o which such proposed budget is to apply; then the prior year’s budget shall be deemed to be the Budget and Manager shall operate the Property in accordance therewith from the first day of the period to which it applies until Owner approves a revised proposed budget; provided, however, if Owner’s failure to timely respond results in the prior year’s budget being deemed the Budget, and such prior budget is insufficient to cover Manager’s expenses pursuant to this Agreement, Owner acknowledges and agrees that Manager, as provided in Section 6 (Availability of Funding), shall have no obligation to make payments under this Agreement to the extent Owner has not adequately funded the Operating Account.
(d) Leasing. Manager shall use commercially reasonable efforts to assist in the leasing of the Property. In furtherance thereof, Manager shall (i ) cooperate with Owner’s designated leasing representative for the Property and oversee the marketing and leasing process; (ii) on behalf of Owner, handle tenant requests and negotiations and perform the landlord’s obligations under the leases; and (iii) terminate tenancies, sign and serve notices deemed necessary by Manager and use commercially reasonable efforts to assure compliance with lease terms by tenants.
(e) Repairs and Maintenance. To the extent Owner provides funds therefor, Manager shall purchase supplies and equipment for the maintenance and operation of the Propert y and shall make (or cause to be made) and supervise all repairs, replacements, alterations, additions, improvements, decorations and maintenance on the Property required by Owner. Manager must obtain Owner’s prior written approval for all supplemental maintenance services. Manager is required to follow the City of Chula Vista’s Procurement Guidelines as outlined in Exhibit D for all repairs and maintenance, in accordance with the City of Chula Vista Municipal Code Section 2.56 governing purchasing and contracting authority.
(f) Services. In its capacity as Owner’s agent, Manager shall select, contract with, and supervise all independent contractors, suppliers, and vendors necessary for the operation, repair, maintenance, servicing, and regulatory compliance of the Property. Such services s hall include, but are not limited to, those required for electricity, natural gas, water, telephone, lighting control, security, access control, locksmithing, elevator, HVAC, plumbing, carpentry, painting, roofing, pest control, custodial service s, window washing, trash removal, landscaping, and parking lot sweeping.
Manager’s responsibilities shall also expressly include coordination and oversight of fire life safety systems and services; Environmental Health and Safety (EHS) programs and compliance; backflow prevention testing and certification; and all inspections, testing, maintenance, repair, documentation, and reporting required to maintain compliance with applicable local, state, and federal laws, codes, regulations, and industry standards.
Manager shall ensure that all contractors and vendors performing such ser vices are properly licensed and qualified, and that all work is completed in accordance with applicable regulatory requirements. Manager is required to follow the City of Chula Vista’s Procurement Guidelines as outlined in Exhibit D for all services provided.
(g) Insurance.
i. Required Insurance . Manager must procure and maintain, during the t erm of this Agreement, and for twelve months after completion of this Agreement, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this 4 reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
ii. 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.
iii. 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. iv. Subcontractors. Manager 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. v. Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager. The general liability additional insured coverage must be provided in the form of an endorsement to the Manager’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
vi. General Liability Coverage to be “Primary”. Manager’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 wholl y separate from the insurance provided by Manager and in no way relieves Manager from its responsibility to provide insurance.
vii. No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of an y such cancellation Manager must procure and put into effect equivalent coverage(s).
viii. Waiver of Subrogation. Manager’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Manager waives any right it may have or may obtain to subrogation for a claim against City.
ix. Verification of Coverage. Prior to commencement of any work, Manager shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Manager has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
x. 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:
1. 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.
2. Insurance must be maintained, and evidence of insurance must be provided, 5 for at least five (5) years after completion of the work required by this Agreement.
3. 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 Manager must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
4. A copy of the claims reporting requirements must be submitted to the City for review.
xi. Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Manager’s obligations under this Agreement, including Indemnity.
xii. Additional Coverage. To the extent that insurance coverage provided by Manager maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
Manager and Owner agree that leases will require tenants to name Owner and Manager as Additional Insureds under insurance coverages procured by tenants. Manager may not settle claims under a given policy without the prior consent of the other insured parties thereunder.
With respect to employees of Manager performing work on matters relating to the Propert yies, Manager shall obtain Fidelity coverage and Workers’ Compensation coverage. Additionally, Manager shall require all vendors providing materials or services in connection with Manager’s obligations under this Agreement to carry Workers’ Compensation on their employees. Manager also shall provide Commercial General Liability, Automobile Liability and Errors and Omissions Liability coverages on Manager’s operations. Limits of liability for the aforementioned coverages to be provided by Manager shall be commercially reasonable under the circumstances and shall be agreed upon by Owner and Manager.
(h) Compliance With Laws. Manager, at its own expense, will obtain any license required to be held by Manager to perform its services hereunder. Manager shall deliver immediately to Owner all written notices pertaining to the Property received by Manager from federal, state and local governmental authorities with jurisdiction over the Propert y (“Authorities”). At the request and expense of Owner, Manager shall use commercially reasonable efforts to comply with, and cause the Propert y to be kept in compliance wi th, all applicable orders, regulations or requirements of Authorities including without limitation, the competitive bidding requirements set forth in Section 3(e) of this Agreement, all applicable prevailing wage obligations as further described in Exhibit G, and any requirements administered or enforced by the California Department of Industrial Relations (DIR). Owner acknowledges that Manager is not an expert with respect to (i) the detection or handling of substances or materials defined in or governed by environmental laws and regulations as dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances (“Hazardous Materials ”); or (ii) requirements under the laws and regulations relating to accessibility of facilities for disabled, handicapped and/or physically challenged persons including the Americans With Disabilities Act of 1991, as amended (“ Accessibility Regulations”). Owner shall retain such consultants and legal experts as are necessary to determine the nature and extent of Hazardous Materials on the Property as well as the steps to handle, control or remove them and Owner agrees to defend, indemnify and hold Manager harmless from and against Damages (as said term is defined in Subsection 4(a) below) arising out of Hazardous Materials on the Propert y. Owner also shall retain such consultants and legal experts as are necessary to determine changes in the Property, if any, required now or in the future by Accessibility Regulations.
(i) Legal Assistance. Manager may, with the prior consent of and at the expense of Owner, engage counsel to advise on legal matters and conduct legal proceedings arising in the performance of Manager’s duties under Subsections 3(d), 3(e), 3(f), 3(g), 3(h), and 3(m) hereof. With Owner’s consent, Manager may institute legal proceedings, which shall be in the name of and at the expense of Owner. Owner shall pay Manager an administrative fee equal to $100 per hour for managing and participating in any such legal proceedings. 6 (j) Employees. Manager shall hire, supervise and discharge personnel reasonably necessary to be employed, to maintain and operate the Property. Manager shall provide Owner with a list of proposed personnel and time allocation to the Property for review and approval. All employment arrangements shall be solely Manager’s concern, such personnel shall, in every instance, be the employees of Manager and Manager shall comply with all applicable laws and regulations affecting the employer/employee relationship. All compensation and related costs and expenses of such employees, including payroll, customary payroll taxes and fringe benefits (including bonuses, 401K plans and administrative expenses associated therewith, and other insurance or retirement benefits), medi cal and health insurance, workers’ compensation, paid time off, State and Federal employment taxes and Social Security contributions and a fixed monthly human resources cost allocation for the above-described costs, shall be deemed to be expenses reimbursable to Manager by Owner.
If any of Manager’s employees perform work on matters not relating to the Propert y, Manager shall fairly allocate the compensation of such employees between their work at the Properties and such other work.
Compensation and related costs for Manager’s executive and administrative staff who oversee Manager’s onsite personnel shall not be expenses reimbursable to Manager by Owner. Owner agrees that, during the term of this Agreement and for a period of twelve (12) months following its expira tion or termination, it will not employ, nor offer to employ, directly or indirectly through its agent or successor managing agent, employees of Manager without the prior written consent of Manager, which consent may be withheld in Manager’s sole and absolute discretion.
(k) Rules and Regulations. Manager shall propose to Owner any necessary or appropriate rules and regulations for the operation of the Property.
(l) Operating Account.
i. Operating Account. Within thirty (30) days following the Start Date, Manager shall establish a property- specific operating account (the " Operating Account") at U.S.
Bank, N.A. (or another federally insured banking institution reasonably acceptable to Owner), titled in a manner that identifies Manager as agent for Owner with respect to the Property. All funds held in the Operating Account shall at all times remain the property of Owner and shall be held by Manager in trust for Owner's benefit. Manager shall account for all such monies separately from all other projects and from Manager's personal and company monies, and shall not commingle Operating Account funds with any other funds. All monies received by Manager for or on behalf of Owner, including without limitation rents and other income from the Property, shall be deposited promptly into the Operating Account. Owner shall have the right, upon reasonable prior notice, to inspect and audit the Operating Account and all related records.
ii. Operating Account Draws. Manager is authorized to draw on the Operating Account in accordance with the terms of this Agreement, including for the payment of all bills which Manager determines are properly payable including for loan payments and operating expenses , vendor invoices, property operating expenses, payroll -related reimbursements, taxes and assessments, water and sewer charges, real estate taxes and installments of special assessments, other charges and impositions of every nature with respect to the Property, and the Management Fee (defined below) and any other amounts owed to Manager hereunder. Owner shall notify Manager in writing if Owner elects to have any payments made in a manner other than as provided herein.
iii. Initial Funding . No later than fifteen (15) days after the opening of the Operating Account, Owner shall fund the Operating Account in an amount equal to three (3) months of anticipated operating expenses for the Property, calculated based on the approved Budget for the then- current fiscal year, plus $10,000 to fund the Minimum Balance pursuant to Subsection 3(l)(iv) below (the "Initial Funding"). 7 iv. Minimum Balance . Manager shall use good faith efforts to maintain a minimum balance of Ten Thousand Dollars ($10,000) in the Operating Account (the "Minimum Balance"), subject to the Emergency Expenditures (as defined below) and unbudgeted expenses permitted pursuant to Subsection 3(l)(vii). The Minimum Balance shall serve as a contingency reserve to fund Emergency Expenditures and other urgent, after - hours, or unbudgeted expenses required to preserve the Property or maintain continuity of services, and shall be replenished by Owner as part of the next Quarterly Funding Request (as defined below) following any draw against the Minimum Balance.
v. Quarterly Reconciliation. No later than fifteen (15) days prior the end of each fiscal year quarter during the term of this Agreement, Manager shall deliver to Owner a written funding package (each, a "Quarterly Funding Request") consisting of:
1. a reconciliation of actual operating expenses paid from the Operating Account during the preceding quarter (2 months of actuals plus 1 month of current month forecasted expenses) against the corresponding portion of the approved Budget, including a line-item variance analysis and supporting documentation reasonably sufficient to evidence each expenditure;
2. a detailed projection of anticipated operating expenses for the immediately succeeding three (3)-month period, presented in a line-item format consistent with the approved Budget; and
3. a corresponding funding request stating the amount required to (A) replenish the Operating Account for projected expenses for the succeeding three (3) - month period, and (B) restore the Minimum Balance to $10,000 if drawn below that threshold.
vi. Quarterly Funding; Availability of Funds. Owner shall fund the Operating Account in the amount of each Quarterly Funding Request within thirty (30) days of Owner's receipt of a properly prepared Quarterly Funding Request. The parties acknowledge and agree that, as provided in Section 6 (Availability of Funding), Manager shall have no obligation to make payments under this Agreement to the extent Owner has not timely funded the Operating Account.
vii. Unbudgeted Expenses. Except as otherwise provided in this Agreement, Manager shall incur no expenses in connection with the Property that are not provided for in the Budget, unless such expenditures are approved by Owner in writing or are specifically authorized in this Agreement; provided, however, that Manager may incur unbudgeted or over -budget expenditures without prior Owner approval, provided that the total amount of such expenditures does not exceed five percent (5%) of the monthly approved Budget.
viii. Exclusions. Owner shall 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 Manager, its agents, employees, or subcontractors.
ix. Emergency Expenditures. Prior to an Emergency Expenditure, Manager shall attempt to consult with Owner; provided, if Owner is not readily available, Manager may use its discretion regarding the same and Manager shall report the same to Owner as soon thereafter as commercially reasonable. “Emergency Expenditure(s) ” means an expenditure deemed immediately necessary by Manager for the preservation and safety 8 of the Property or tenants or other persons, or to avoid the suspension of any service to the Property.
x. Expense Appeals . At the direction of Owner, Manager shall defend against, seek revision of, or appeal from any assessment or charge deemed improper, or pay any such charge or assessment under protest and seek a refund thereof. Manager may, if it deems it advisable and with the prior consent of Owner, employ independent real estate experts acceptable to Owner for appraisals and testimony in connection with such actions. Manager shall, at the direction of Owner, compromise or settle any such proceeding or claim.
(m) Management Fees.
i. As compensation for its management services, Owner shall pay Manager a monthly fee for Fiscal Year 2026 of $11,200.00 (“Management Fee”). The Management Fee shall increase by four percent (4%) per annum as outlined in Exhibit C.
ii. The Management Fee shall be paid on a monthly basis from the Operating Account and shall be reflected in the Operating Budget and Quarterly Funding Request.
iii. If Manager is selected by Owner in writing to provide construction management services at the Property , then, as compensation for said construction management services, Owner shall pay Manager a monthly fee calculated as a percentage (which is set forth on Exhibit C) of the actual amounts paid by Owner, if any, during the immediately preceding month for hard and soft costs of construction of or related to (i) remodeling, redecorating, alterations or other improvements of common areas or facilities of the Properties; (ii) the reconditioning of any tenant space for a tenant first occupying the space after the previous tenant vacates such space; and (iii) tenant improvements. Hard and soft costs of construction include the costs of labor, materials, contractor overhead and contractor profit; architectural fees and engineering fees. Said fee shall be due and payable on or before the tenth (10 th) day of the succeeding month
iv. The maximum Management Fee amount , not including construction management services, to be paid to the Manager for services performed through the Initial Term and Renewal Period, if exercised, shall not exceed $1,613,620.80 over the full term of the Agreement.
v. Manager shall staff the Property with a Senior Property Manager and a Real Estate Coordinator at 0.5 of a Full-Time Equivalent (FTE). Owner shall reimburse Manager up to the monthly amounts outlined in the Fee Table in Exhibit C for the employees’ salaries, burden, taxes and ancillary costs (“Salary Reimbursement”) . The monthly Salary Reimbursement may fluctuate depending on staffing levels and attrition. The maximum Salary Reimbursement amount to be paid to the Manager through the Initial Term and Renewal Period, if exercised, shall not exceed $1,995,005.46.
vi. In the event a lease for the 3rd and/or 4th Floors (“Top Floors”) of the Property has not been executed between Owner and a prospective tenant within twelve (12) months after the Start Date, Owner and Manager shall meet and confer to adjust the Management Fee (“Adjusted Management Fee”) wherein such Adjusted Management Fee shall remain in effect until a lease for the Top Floors is executed by and between Owner and a prospective tenant.
9 (n) Services for Tenants. It is understood that Manager may from time to time perform services requested by tenants of the Property which are not included in the services to be provided by Manager for Owner pursuant to this Agreement; and Owner agrees that Manager shall be entitled to retain all amounts paid by tenants for such services, including all profit earned by Manager therefrom.
(o) Business License. Prior to commencement of work, Manager shall obtain a business license from City.
(p) Payment Not Final Approval. Manager understands and agrees that payment to the Manager or reimbursement for any Manager costs related to the performance of Management Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowabl e and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Manager of the terms of this Agreement. If City determines that Manager is not entitled to receive any amount of compensation already paid, City will notify Manager in writing and Manager shall promptly return such amount.
4. INDEMNIFICATION.
(a) By Manager. To the maximum extent permitted by law, Manager shall indemnify, hold harmless, protect and defend (with counsel reasonably acceptable to Owner) Owner and its officers, directors, shareholders, employees and agents from and against any and all claims, demands, actions, fines, penalties, liability, losses, taxes, damages, costs, injuries and expenses (including, without limitation, reasonable attorneys’, consultants’ and expert witness’ fees and costs ) (collectively, “Damages”) in any manner related to, arising out of or resulting from (i) any default by Manager in its obligations under this Agreement; (ii) any acts of Manager beyond the scope of its authority under this Agreement; and (iii) any gross negligence, willful misconduct or fraud of Ma nager or any agent or employee of Manager. Notwithstanding any other provision in this Agreement to the contrary, Manager’s obligations under this Subsection 4(a) shall survive the expiration, termination or cancellation of this Agreement.
(b) By Owner. To the maximum extent permitted by law, Owner shall indemnify, hold harmless, protect and defend (with counsel reasonably acceptable to Manager) Manager and its officers, directors, shareholders, employees and agents from and against any and all Damages in any manner related to, arising out of or resulting from Manager’s performance of services which are (i) within the scope of Manager’s authority under this Agreement; and (ii) not within the scope of Manager’s indemnity set forth in Subsection 4(a) above. Notwithstanding any other provision in this Agreement to the contrary, Owner’s obligations under this Subsection 4(b) shall survive the expiration, termination or cancellation of this Agreement.
5. CONFLICTS OF INTEREST
(a) 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, Manager shall comply with the disclosure requirements identified in the attached Exhibit E, incorporated into the Agreement by this reference.
(b) Disclosures; Prohibited Interests. Independent of whether Manager is required to file a Form 700, Manager warrants and represents that it has disclosed to City any economic interests held by Manager, 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. Manager 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 Manager, to solicit or secure this Agreement. Further, Manager 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 Manager, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or 10 resulting from the award or making of this Agreement. Manager 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 Manager or Manager’s subcontractors. Manager 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 warrant ies, City shall have the right to rescind this Agreement without liability.
(c) Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $500 within the previou s twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be aw arded a specific contract. In order to assure compliance with these requirements, Manager shall comply with the disclosure requirements identified in the attached Exhibit F, incorporated into the Agreement by this reference.
6. AVAILABILITY OF FUNDING. Owner’s obligation to make payment under this Agreement is contingent upon the availability of funding from which payment can be made. No legal liability on the part of Owner shall arise for payment beyond the end of Owner’s fiscal year for which owner has designated funds. In the event that federal, State, or Owner funding ceases or is reduced, Owner shall, in its sole discretion and without limiting any other provision of t his Agreement, have the right to terminate this Agreeme nt in accordance with Section 2(b). The foregoing notwithstanding, Owner acknowledges and agrees that Manager shall have no obligation to make payments required pursuant to this Agreement if Owner has not made the required funds available in the Operating Account. Owner agrees to defend, ind emnify, and hold harmless Manager to the full extent allowed by law or equity, from and against any and all claims, damages and costs, including without limitation, any judgments, fees, fines or liabilities, arising out of, relating to or in connection with Owner’s failure to provide required funds to Manager.
7. AMENDMENTS. This Agreement may be amended by, and only by, a written agreement signed by Owner and Manager.
8. NOTICES AND CONSENTS. Notices, consents and other communications required or permitted hereunder or by law shall be in writing (or oral followed as soon thereafter as commercially reasonable by a written confirmation) and shall be deemed to have been given as of the date such notice is (i) delivered to the party intended, (ii) delivered to the then- designated address of the party intended, (iii) rejected at the then - designated address of the party intended, provided such notice was sent prepaid, or (iv) sent by nationally recognized overnight courier or by United States certified mail, return receipt requested, postage prepaid and addressed to the then-designated address of the party intended. The initial addresses of the parties shall be:
Owner: City of Chula Vista
Attn: Real Property Manager
276 4th Avenue
Chula Vista, CA 91910
and to: City of Chula Vista
Attn: City Manager
276 4
th Avenue
Chula Vista, CA 91910
Manager: Ryan Companies US, Inc.
533 South Third Street Suite 100
Minneapolis, MN 55415
Attn: Jeff Steinke
11 The foregoing addresses may be changed upon prior written notice thereof. .
9. NONASSIGNABILITY. Owner makes this Agreement in reliance upon Manager’s experience and ability and Manager may not assign or transfer this Agreement without the prior written consent of Owner; provided Manager may perform any of its duties hereunder through a wholly- owned subsidiary but Manager shall not be relieved thereby of any of its obligations hereunder.
10. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
11. ATTORNEY’S FEES. If either party brings any judicial action or proceeding to enforce its rights hereunder, each party shall bear its own costs, expenses, and attorneys’ fees, regardless of which party, if any, prevails in such dispute.
12. WAIVER. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver in one instance be deemed to be a continuing waiver in any other instance.
13. COMPETITION. This Agreement shall not restrict Manager from managing, leasing or owning other properties of any kind, including similar rental properties in the same geographical area.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties hereto, and each of them, with respect to the subject matter hereof, and it supersedes all prior agreements, negotiations, discussions and understandings relating to the subject matter hereof.
15. INTERPRETATION. Whenever required by the context hereof, (i) the singular shall include the plural, and vice versa, and the masculine shall include the feminine and neuter genders, and vice versa, and (ii) use of the words "including", "such as", or words of similar import, when following any general term, statement or matter shall not be construed to limit such statement, term or matter to specific items, whether or not language of non-limitation, such as "without limitation", or "but not limited to", are used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest scope of such statement, term or matter. The exhibits attached hereto are incorporated herein by reference. The ca ptions preceding the text of each section hereof are included only for convenience of reference. Captions shall be disregarded in the construction and interpretation hereof. Invalidation of any of the provisions contained herein, or of the application thereof to any person by judgment or court order, shall in no way affect any of the other provisions hereof or the application thereof to any other person and the same shall remain in full force and effect.
16. BINDING EFFECT. Subject to Section 7, this Agreement shall be binding upon and inure to the benefit of Manager and Owner and their respective successors and permitted assigns.
17. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original. The signatures to this Agreement may be executed on separate pages and, when attached, this Agreement shall constitute one (1) complete document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
SIGNATURES ON NEXT PAGE
12 MANAGER: OWNER:
RYAN COMPANIES US, INC. CITY OF CHULA VISTA
By: By:
Its: Its:
Date: Date:
Approved as to form:
By:__________________________
Marco Verdugo
City Attorney
13 EXHIBIT A
THE PROPERTY
The property ("Property") as defined in Section A of the Management Agreement is as follows:
That certain real property and the improvements located thereon, commonly known as the Millenia Library Building, located at 1775 Millenia Avenue, Chula Vista, California 91915, in the County of San Diego, State of California, and more particularly described as:
Property Address: 1775 Millenia Avenue, Chula Vista, California 91915 Assessor's Parcel Number (APN): 643-060-57-00
Legal Description: LOT 7 OF CHULA VISTA TRACT NO. 09-03 OTAY RANCH MILLENIA (EASTERN URBAN CENTER), IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16081, FILED IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY, DECEMBER 28, 2015,
TOGETHER WITH ALL EASEMENTS, RIGHTS, PRIVILEGES, AND APPURTENANCES THERETO.
Improvements: A 5-story Class A office building containing approximately 168,000 rentable square feet, consisting of four (4) floors with a lower level, together with all associated parking areas, landscaping, hardscape, site improvements, building systems, fixtures, and equipment owned by the City of Chula Vista and located on the Property.
Site Area: Approximately 7.06 acres / 307,534 square feet of land.
The Property includes all land, buildings, structures, fixtures, improvements, easements, rights-of- way, and appurtenances now or hereafter located on or benefiting the above-described real property, but excludes any personal property, trade fixtures, or tenant improvements owned by occupants of the Property under their respective lease agreements.
14 EXHIBIT B
INSURANCE REQUIREMENTS FOR
CONSULTANTS / PROFESSIONAL SERVICES
Manager shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Manager, his agents, representatives, employees, or subcontractors.
With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Manager has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)
4. Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.
Other Insurance Provisions
A. The General Liability, Automobile Liability, Contractors Pollution Liability, and/or Asbestos Pollution policies are to contain, or be endorsed to contain, the following provisions:
1. “The City of Chula Vista” is to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Manager including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Manager’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Specifically, endorsement must not exclude Products / Completed Operations.
2. For any claims related to this project, the Manager’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects “The City of Chula Vista”. Any insurance or self-insurance “The City of Chula Vista” shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
15 3. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the “The City of Chula Vista” .
B. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Manager pursuant to the contract. This coverage may also be provided on the Managers Pollution Liability policy.
C. If General Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:
1. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
To affect this waiver of subrogation, but this provision applies regardless of whether or not the “The City of Chula Vista” has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the “The City of Chula Vista” for all work performed by the Manager, its employees, agents, and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the “The City of Chula Vista” . The “The City of Chula Vista” may require the Manager to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or “The City of Chula Vista” . The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $50,000 unless approved in writing by “The City of Chula Vista” . Any and all deductibles and SIRs shall be the sole responsibility of Manager or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. “The City of Chula Vista” may deduct from any amounts otherwise due Manager to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. “The City of Chula Vista” reserves the right to obtain a copy of any policies and endorsements for verification.
NOTE to Agencies: If the SIR is not paid, there is NO COVERAGE for the Insured or you as the Additional Insured or Indemnified Party. Since there is usually a requirement in the SIR provisions on the Contractor’s policy that the Named Insured Contractor (not the Agency as an Additional Insured) is the only party allowed to make the payment of the SIR Subcontractors
Manager shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Manager shall ensure that “The City of Chula Vista” is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work , shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Special Risks or Circumstances
“The City of Chula Vista” reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
16 EXHIBIT C
FEE SCHEDULE
1. Management Fee
See Fee Table below in this Exhibit C.
2. Construction Management Service Fee, if applicable
Owner agrees to pay Manager for its construction management services in accordance with the following:
Total amount of individual project costs CM Fee as a Percentage $1.00 -$50,000 5%
$50,001 -$100,000 $2,500 + 4% of amount over $50,000
$100,001 -$500,000 $4,500 + 3% of amount over $100,000
$500,001 and above $16,500 + 2% of amount over $500,000
3. Salary Reimbursement
See Fee Table below in this Exhibit C.
Proposer: Ryan Companies US, Inc.
Millenia Building
Ver. 5/13/26
INITIAL TERM (JULY 1, 2026 THROUGH JUNE 30, 2031)
RENEWAL TERM (JULY 1, 2032 THROUGH JUNE 30, 2031)
Description Monthly
Management Fee
Monthly Sr. Real
Estate Manager
Salary @ 50%FTE
Monthly Sr. Real Estate
Manager Burden &
Taxes @ 50%FTE
Monthly Real Estate
Coordinator Salary
@ 50%FTE
Monthly Real
Estate Coordinator
Burden & Taxes @
50%FTE
Monthly
Employee
Related
Ancillary Costs
Total Monthly
Management Cost # Months
Total Annual
Management Cost +
Reimbursed Salaries
Total Annual
Management Fees
Collected
Year 1 - JULY 1, 2026 through JUNE 30, 2027 $11,200.00 $5,208.33 $2,790.67 $3,125.00 $1,348.96 $750.00 $24,422.96 12 $293,075.56 $134,400.00 Year 2 - JULY 1, 2027 through JUNE 30, 2028 $11,648.00 $5,416.67 $2,986.02 $3,250.00 $1,443.39 $780.00 $25,524.07 12 $306,288.85 $139,776.00 Year 3 - JULY 1, 2028 through JUNE 30, 2029 $12,113.92 $5,633.33 $3,195.04 $3,380.00 $1,544.42 $811.20 $26,677.92 12 $320,134.99 $145,367.04 Year 4 - JULY 1, 2029 through JUNE 30, 2030 $12,598.48 $5,858.67 $3,418.69 $3,515.20 $1,652.53 $843.65 $27,887.22 12 $334,646.59 $151,181.72 Year 5 - JULY 1, 2030 through JUNE 30, 2031 $13,102.42 $6,093.01 $3,658.00 $3,655.81 $1,768.21 $877.39 $29,154.84 12 $349,858.10 $157,228.99 Year 6 - JULY 1, 2031 through JUNE 30, 2032 $13,626.51 $6,336.73 $3,914.06 $3,802.04 $1,891.99 $912.49 $30,483.82 12 $365,805.86 $163,518.15 Year 7 - JULY 1, 2032 through JUNE 30, 2033 $14,171.57 $6,590.20 $4,188.04 $3,954.12 $2,024.43 $948.99 $31,877.36 12 $382,528.27 $170,058.88 Year 8 - JULY 1, 2033 through JUNE 30, 2034 $14,738.44 $6,853.81 $4,481.21 $4,112.29 $2,166.13 $986.95 $33,338.82 12 $400,065.89 $176,861.23 Year 9 - JULY 1, 2034 through JUNE 30, 2035 $15,327.97 $7,127.96 $4,794.89 $4,276.78 $2,317.76 $1,026.43 $34,871.80 12 $418,461.57 $183,935.68 Year 10 - JULY 1, 2035 through JUNE 30, 2036 $15,941.09 $7,413.08 $5,130.53 $4,447.85 $2,480.01 $1,067.48 $36,480.05 12 $437,760.59 $191,293.11 INITIAL TERM TOTAL $1,604,004.09 $727,953.75
RENEWAL TERM TOTAL $2,004,622.17 $885,667.05
10 YEAR TERM TOTAL $3,608,626.26 $1,613,620.80
Assumptions:
Sr Property Manager
$125,000 Starting Salary - 50% of time allocated to the Millenia Building Annual 4% COLA Salary Increases
Burden, Bonus and Taxes - 49% of Salary
Burden, Bonus and Taxes to increase 7% Annually to align with rising health care costs.
Real Estate Coordinator
$75,000 Starting Salary - 50% of time allocated to the Millenia Building Annual 4% COLA Salary Increases
Burden, Incentive and Taxes - 43% of Salary
Burden, Incentive and Taxes to increase 7% Annually to align with rising health care costs.
Monthly Employee Related Ancilliary Costs
Laptop
Cell Phone
Software Costs
Professional Development Costs
*** Cost form fee schedule includes Property Management Fees, salary cost of each employee including employee payroll, payroll taxes and fringe benefits (including bonuses, 401K plans, profit sharing and administrative expenses associated therewith, and other insurance or retirement benefits) medical and health insurance, workers compensation, paid time off, severance, training costs, technology costs, State and Federal employment taxes, and Social Security contributions.
Exhibit C. - Management Fee and Salary Schedule
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17 EXHIBIT D
PROCUREMENT GUIDELINES
18 EXHIBIT E
MANAGER CONFLICT OF INTEREST DESIGNATION
The Political Reform Act 1 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. Manager will not exert influence over the official or contracting decisions of City and is therefore EXCLUDED 4 from disclosure.
☐ B. Manager WILL exert influence over the official or contracting decisions of City and their 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 Manager will provide. Notwithstanding this designation or anything in the Agreement, the Manager 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: Enter City Staff Person’s Name
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 include corporation or limited liability company). 19 EXHIBIT F
MANAGER LEVINE ACT DISCLOSURE
California Government Code s ection 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer5 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. The Levine Act does not apply to competitively bid, labor, or personal employment contracts; contracts valued at under $50,000; contracts where no party receives financial compensation; or contracts between two or more agencies.
☐ A. The Levine Act (Govt. Code §84308) DOES NOT apply to this Agreement. ☐ B. The Levine Act (Govt. Code §84308) does apply to this Agreement and the required disclosure is as follows:
Current Officers can be located on the City of Chula Vista’s websites below:
• Mayor & Council - https://www.chulavistaca.gov/departments/mayor-council • City Attorney - https://www.chulavistaca.gov/departments/city-attorney/about-us • Planning Commissioners – www.chulavistaca.gov/pc
• Candidate for Elected Office – www.chulavistaca.gov/elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $500 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): Click or tap here to enter text.
NO: ☐
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $500 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): Click or tap here to enter text.
NO: ☐
Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement . However, it may preclude the identified Officer(s) from participating in any actions related to the Agreement.
5 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308
20 EXHIBIT G
DIR/PREVAILING WAGE
DIR/Prevailing Wages - No contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code or engage in the performance of any contract for public work, unless currently registered with the Department of Industrial Relations (DIR) and qualified to perform public work pursuant to Labor Code section 1725.5. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the DIR pursuant to Labor Code section 1725.5. All work is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
All contractors and its subcontractors are required by California Labor Code sections 1771 and 1774 to pay prevailing wages ("Prevailing Wage Rates") to persons employed by them for work in a covered work classification under this Agreement. In accordance with the provisions of Section 1773 of the Labor Code of the State of California, the City has ascertained the general prevailing wage scales are applicable to the work to be done. The prevailing wage scales are those determined. If Manager intends to use a craft or classification not shown on the general prevailing wage rates determinations, it may be required to pay the wage rate of that craft or classification most closely related to it as shown in the general wage rates determinations effective at the time of the call for bids.
Apprenticeship - Manager acknowledges and agrees that it is responsible for compliance with all state law requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, and elsewhere, which are fully incorporated herein by this reference.