1 AGREEMENT
BY AND BETWEEN
THE CITY OF CHULA VISTA
AND
THE CITY OF IMPERIAL BEACH
FOR THE PROVISION OF BRIDGE SHELTER AND ASSOCIATED SERVICES
This Agreement is dated as of _________, 2026 (“Effective Date”), and entered into by and among the City of Chula Vista (“Chula Vista”) and the City of Imperial Beach (“Imperial Beach”), each of which is a municipal corporation organized and existing under California law (collectively, the “Parties,” and at times individually a “Party”).
In consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. PURPOSE
The Parties desire to identify the terms and conditions for providing, operating, and facilitating the provision of bridge shelter, as well as other certain services, to an identified number of homeless and chronically homeless adults from Imperial Beach , at Chula Vista Village at Otay (the “Village”) located at 205 27 th Street, Chula Vista, Ca lifornia. This Agreement defines the respective rights and responsibilities of the Parties with respect to the financing, implementing, operating, and providing of Services, as defined below, at the Village.
2. DEFINITIONS
In addition to the other terms and phrases defined elsewhere in this Agreement, the following key capitalized terms and phrases used throughout this Agreement shall have the meaning assigned in this Section.
2.1. “Village Operator” shall mean and refer to the third -party contracted by Chula Vista to provide comprehensive and “turnkey” day-to-day management and operation of the Village.
2.2. “Chula Vista Homeless Outreach Team (HOT)” refers to Chula Vista staff members from the Chula Vista Police Department HOT Division and/or Department of Housing and Homeless Services.
2.3. “City Representative” shall mean and refer to the highest -ranking appointed executive official for each of the Parties, or his/or her duly authorized designee.
2.4. “Clients” shall mean and refer to homeless and chronically homeless adults accepted for placement and services at the Village.
2.5. “Homeless Management Information System (HMIS)” is a software application designed to record and store client -level information on the characteristics and service needs of homeless persons throughout a Continuum of Care jurisdiction which is used by providers to coordinate service provisions, manage their operations, and serve clients. 2 2.6. “Imperial Beach Clients ” shall mean and refer to homeless and chronically homeless adults referred by Imperial Beach and accepted by Chula Vista for placement and services at the Village.
2.7. “Operating Plan” shall mean and refer to the Management, Operations, and Public Safety Plan approved by Chula Vista and the Village Operator, that details the terms, conditions, and standards by whic h s ervices are made available to Clients. The current Operating Plan is attached as Exhibit A.
2.8. “Program” shall mean and refer to the provision of Services at the Village.
2.9. “Program Costs” shall mean and refer to the amount paid by Imperial Beach to Chula Vista pursuant to this Agreement.
2.10. “Services” shall mean and refer to the provision of overnight shelter and other sanitation, nutritional, health, educational, supportive, and/or basic human services at the Village, as described in the Operating Plan.
3. TERM
3.1. General Term . This Agreement shall be effective as of the date executed by all parties and shall remain in full force and effect until June 30, 2028 (the “Term”). The Term may be extended upon the mutual written agreement of the Parties, or earlier terminated in accordance with the provisions of this Agreement.
3.2. Termination by Imperial Beach.
a) Notice and Effective Date. Imperial Beach may terminate its participation in this Agreement by providing at least 120 days written notice to Chula Vista . Written n otice will include the effective date of termination.
b) Continuing Enforceability. Following the effective date of termination, Imperial Beach shall have no further obligations or rights with respect to this Agreement, except as expressly provided otherwise herein. Imperial Beach and Chula Vista shall make efforts to provide continuing services to the client(s).
3.3. Termination by Chula Vista.
a) Notice and Effective Date. Notwithstanding Sections 3.1 and 3.2, Chula Vista may terminate this Agreement by providing 60 days written notice to Imperial Beach. Written notice will include the effective date of termination.
b) Continuing Enforceability . Following the effective date of termination, Chula Vista shall have no further obligations or rights with respect to this Agreemen t, except as expressly provided otherwise herein.
3.4. Status of Imperial Beach Clients Upon Termination by Either Party . The Parties shall endeavor to reach mutual agreement regarding the status and exit of Imperial Beach Clients from the Village upon termination of this Agreement by either Party in accordance with sections 3 3.2 or 3.3 above. The Parties understand that Imperial Beach Clients may be required to exit the Village and Program upon termination of this Agreement, at the sole discretion of Chula Vista.
4. IMPERIAL BEACH PARTICIPATION IN THE VILLAGE PROGRAM
4.1 Scope of Imperial Beach Participation and Program Costs.
a) Capacity. Imperial Beach shall be entitled to use and access space , depending on availability as determined by Chula Vista, for Imperial Beach Clients at the Village at any time during the term of this Agreement; provided, however, that in no event shall a person be admitted to the Village without the express consent of Chula Vista.
b) Program Costs. To compensate Chula Vista for the cost of Services to Imperial Beach Clients, the following costs shall be reimburse d by Imperial Beach upon proof of expenditure by Chula Vista. Rates may be administratively adjusted for Fiscal Year 2027 -2028 by written agreement between City Managers.
i. Imperial Beach shall pay Chula Vista the monetary sum of $90.60 per night per participant for Fiscal Year 2026-2027 at the Village for Imperial Beach Clients.
ii. Imperial Beach shall pay the City for case management and financial administration of TBRA, at the following hourly rates.
Management
Analyst II
Senior Fiscal
Office Specialist
Hourly Rate $133.92 $68.04
4.2 Imperial Beach Client Transfers to the Village. Imperial Beach shall not transfer any person to the Village without prior written approval by Chula Vista. Imperial Beach shall additionally comply with the following provisions:
a) Imperial Beach shall collect and enter all personal -level intake information regarding the proposed Imperial Beach Client into the local Homeless Management Information System (HMIS).
b) Upon review of Imperial Beach Client documentation, Chula Vista shall approve the transfer, deny the transfer, or request additional information from Imperial Beach. If Chula Vista approves the transfer, Chula Vista will schedule a meeting with the Imperial Beach Client to prepare for transfer of the Imperial Beach Client to the Village.
c) Chula Vista shall notify Imperial Beach in writing within three calendar days when it is ready to accept the Imperial Beach Client at the Village , and the Parties shall thereafter coordinate a mutually acceptable transfer date. Imperial Beach shall escort and transport the Imperial Beach Client to the Village.
5. PROGRAM
5.1. Village Length of Stay . Consistent with national best practices and trends, the goal for length of stay at the Village by Clients should be 90 days or less; however, there is no set maximum length of stay if Chula Vista determines the Imperial Beach Client is actively 4 participating in Program requirements. Chula Vista may review the Imperial Beach Client’s progress every 30 days to ensure the Client is progress ing toward housing stabilization. If a n Imperial Beach Client’s stay at the Village exceeds 90 days, Chula Vista may implement intensified housing location and exit plan strategies. Additionally, the Village Operator will maintain a report to account for Clients with lengths of stay exceeding 30 days, and include in that report the reasons for the extended stay . The Program at the Village is designed to provide support until a housing option becomes available. However, at any time a Client may be exited from the Village for safety or continual Village violations as outlined in th e “Exit and Readmission Policies” section of the Operating Plan, or as otherwise determined in the sole discretion of Chula Vista.
5.2. Access to Services . Imperial Beach Client acceptance in to the Village will be contingent upon the approval of Chula Vista. Imperial Beach Clients will have access to all Services as deemed appropriate by Chula Vista.
5.3. Tenant-based Rental Assistance . Chula Vista may provide t enant-based rental assistance for interim housing to Imperial Beach Clients for up to twenty -four months subject to Chula Vista’s policies and procedures for tenant-based rental assistance and the availability of funding from Imper ial Beach . Tenant-based rental assistance for Imperial Beach Clients shall prioritize rental units located in Imperial Beach.
5.4. Permanent Housing Plan . During term of the Agreement, Imperial Beach Clients must continue to work directly with Village case managers or City staff to develop and continue with their plan until the next identified housing step has been accomplished.
5.5. Compliance with and Requirements of the Operating Plan. Imperial Beach Clients are subject to the provisions and policies of the Operating Plan during their stay at the Village. All Imperial Beach Clients must be at least 18 years of age and meet the requirements of the Operating Plan.
5.6. Program Exit. Upon exit from the Village, Chula Vista shall not be responsible for any further services provided to Imperial Beach Clients.
6. DISPUTES, DEFAULTS, AND REMEDIES
6.1. General Disputes. Should the Parties be unable to reach a mutual agreement as to any matter related to this Agreement, as an alternative to terminating this Agreement or pursuing litigation, the Parties may mutually agree to refer the dispute to a neutral non-binding arbitrator for resolution.
6.2. Defaults.
a) Notice and Time to Cure. The failure by any Party to perform any of its obligations set forth in this Agreement shall constitute a default. Except as required to protect against further damages, the non-defaulting Party may not institute legal proceedings against the defaulting Party until the non-defaulting Party has provided the defaulting Party with written notice of the default and the cure period has expired. The cure period for any default shall be thirty (30) days after the defaulting Party’s receipt of written notice from the non-defaulting Party that such obligation was not performed. If a default cannot be cured within the cure period set forth in this section, the defaulting Party shall, upon written consent from the non -defaulting party, commence efforts to cure the breach within thirty days of notice, and shall diligently thereafter pursue to cure the default 5 within a reasonable period of time.
b) Cooperative Resolution. During the cure period set forth in paragraph (a), and prior to pursing any remedies described in this Section, the Parties will attempt, in good faith, to find a mutually agreeable resolution through communicating with each other and attempting to resol ve any substantive problems arising under this Agreement, including challenges arising from funding difficulties, and/or any difficulty with effectively implementing the responsibilities detailed in this Agreement. Communication and attempts to resolve such problems and difficulties prior to pursing available remedies include, but are not limited to, meeting together, amending this Agreement, and/or seeking the assistance of a jointly agreed upon mediator.
c) Non-refund of Program Costs. The payments made by Imperial Beach pursuant to this Agreement shall be used for the Program, and all Parties acknowledge and agree that the development, administration, and operation of the Program, provides an immediate benefit to each Party and that no payments made pursuant to this Agreement shall be refunded for any reason other than as specifically authorized herein.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against Chula Vista or Imperial Beach unless a claim has first been presented in writing and filed with the respective Party and acted upon by the respective Party in accordance with respective Party’s policies and procedures.
6.5 Indemnification. It is agreed that Imperial Beach shall defend, hold harmless, and indemnify Chula Vista and its officers, employees, agents, and volunteers (“Chula Vista Indemnified Parties”) from any and all claims for injuries or damages to persons or property, which arise out of any Services performed under this Agreement and result from the acts or omissions of Imperial Beach, its officers, employees , or agents. This indemnity provision does not include any claims, damages, liability, costs, and expenses arising from the sole negligence or willful misconduct of the Chula Vista Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of t he Chula Vista Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party.
7. MISCELLANEOUS
7.1. Amendment. This Agreement may be amended, but only in writing signed by both Parties.
7.2. Assignment. Neither Party shall assign any of its rights or responsibilities under this Agreement, nor any part hereof, without the other Party’s prior written consent.
7.3. Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are superseded.
7.4. Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 6 7.5. Notice. 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 shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certi fied, with return receipt requested, at the addresses identified as follows:
a) Chula Vista
Tiffany Allen, City Manager
City of Chula Vista
276 Fourth Avenue, Chula Vista, CA 91910
(619) 691-5036
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
b) Imperial Beach
Tyler Foltz, City Manager
City of Imperial Beach
825 Imperial Beach Blvd, Imperial Beach, CA 91932
(619) 628-1354
[email protected]
For Legal Notice Copy to:
Jennifer M. Lyon, City Attorney
City of Imperial Beach
825 Imperial Beach Blvd, Imperial Beach, CA 91932
(619) 440-4444
[email protected]
7.6. Parties as Independent Contractors. Each Party, at and all times, shall be deemed to be an independent contractor of the other Party. Nothing herein is intended or shall be construed as creating the relationship of employer and employee, or principal and agent, between any Party, or any Party's agents or employees. Each Party shall retain all authority for rendition of services, standards of performance, control of personnel, and other matters incident to the performance of Services under this Agreement. Each Party, and its officers, employees, agents, and volunteers, shall not be considered to be employees of any other Party.
7.7. Governing Law and Venue . This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction, located in San Diego, California, and the Parties agree to and hereby submit to the jurisdiction of such court, notwithstanding Code of 7 Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county.
7.8. Severability. If any section, subsection, paragraph, term, or provision of this Agreement, or the application thereof, is held by a court of competent jurisdiction to be invalid, void or unenforceable, such section, subsection, paragra ph, term, or provision, to the extent the same is valid and enforceable, and all other remaining provisions hereof, shall remain in full force and effect, to the fullest extent possible, and shall in no way be affected, impaired or invalidated thereby to t he extent such are not rendered impractical to perform taking into consideration the purposes of this Agreement.
7.9. Execution in Counterparts. This Agreement may be executed in counterparts, each of which, when the Parties have signed this Agreement, shall b e deemed to be an original, and such counterparts shall constitute one and the same instrument.
7.10. Electronic Signatures . Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are i ntended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ.
Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Signature page to follow.)
8 SIGNATURE PAGE
AGREEMENT FOR THE PROVISION OF
BRIDGE SHELTER AND ASSOCIATED SERVICES
IN WITNESS WHEREOF, by executing this Agreement where indicated below, Chula Vista and Imperial Beach agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
IMPERIAL BEACH CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________
TYLER FOLTZ TIFFANY ALLEN
CITY MANAGER CITY MANAGER
APPROVED AS TO FORM APPROVED AS TO FORM
BY:_________________________________ BY: ________________________________ Jennifer M. Lyon Marco A. Verdugo
City Attorney City Attorney