RFB B13 2027 Police Patrol Vehicle.pdf

RFB-B13-2027

NOTICE TO BIDDERS

Notice is hereby given that sealed Bids will be received by the City of Chula Vista until 12:00 P.M. September 17, 2026.

2027 Police Patrol Vehicle

Prospective Bidders are hereby referred to the Bid Instructions, General Provisions, General Conditions and any other Terms and Conditions contained in this Request for Bid (RFB). All bids must be submitted through PlanetBids by the due date and time. Late proposals or proposals received via email/fax will not be considered.

If you experience technical difficulties submitting your proposal, you must first contact PlanetBids (818) 992-1771 to receive technical assistance. If PlanetBids is unable to address your issue, you must notify Purchasing Representative/s and email address.

All bidders must be registered with current contact information on PlanetBids. Bidders must log in and download complete bid specifications from PlanetBids. Notification of addendums will be sent via PlanetBids by:

Zhobin Tamjidi Senior Procurement Specialist

BID REQUIREMENTS AND CONDITIONS

All bidders are required to thoroughly review the Bid Specifications, General Provisions, General Conditions, and all documents attached to this Request for Bid (RFB). By submitting a bid, it shall be deemed that the bidder has conducted all necessary investigations, is fully informed of the conditions to be encountered, and is satisfied with the specifications, and quantities to be provided. Submission of a bid will serve as conclusive evidence of such examination and acceptance.

QUESTIONS

All questions are to be submitted no later than September 3, 2026 at 12:00 P.M. All questions must be submitted through PlanetBids.

Responses to questions will be posted through PlanetBids no later than 5:00 P.M. Thursday September 10, 2026. An email will be sent by PlanetBids when the responses are released.

Schedule (dates and times are subject to change)

Activity Date Deadline

(All Times Pacific)

RFP Posted to PlanetBids August 28, 2026 8:00 A.M.

Pre-Bid Meeting/Job Walk N/A

TBD

Question Submittal through PlanetBids September 3, 2026

12:00 P.M.

Response to Questions Released September 10, 2026

5:00 P.M.

RFP Response and Proposal Due September 17, 2026

12:00 P.M.

Presentations/Interviews N/A N/A

Selection of Consultant September 22, 2026 5:00 P.M.

Agreement Development October 2026

Council Adoption October 27, 2026 5:00 P.M.

Contract Inception October 2026

SPECIFICATIONS

FOR

2027 POLICE PATROL VEHICLE

1. Objective and Scope The City of Chula Vista is soliciting bids from qualified vendors for the purchase of police patrol vehicles in accordance with the specifications set forth in Attachment A: Ford Utility Spec Sheet and Attachment B: Chevrolet Blazer Spec Sheet. The resulting contract will provide the City with reliable access to fully equipped patrol vehicles that meet operational, safety, and performance standards.

The City intends to award a requirements-based contract for a one-year term. Vehicle orders will be placed based on actual operational needs. All awarded vehicle configurations must be clearly identified as contract items within the vendor’s ordering platform or quote system.

2. Bid Submission Requirements All bidders must submit the following:

A. Pricing Submission

• Complete Pricing as identified in PlanetBids

B. Product Documentation •Submit all data using the original Excel versions of Attachments A and B only.

•Each response must identify that the quoted price complies or does not comply with each option code. In the event the listed option code has changed or does not match the description please provide the clarifying date in the column titled New Option Code and Description.

• Include manufacturer specification sheets, technical data, warranty information, and any required compliance certifications for each vehicle offered.

3. Brand Names or Equal

Referenced vehicle models and equipment packages represent the City’s required configuration based on operational suitability and reliability standards. Equivalent vehicles or equipment may be proposed and will be evaluated for compliance with required characteristics.

It is the bidder’s responsibility to provide any supporting documentation, test data, certifications, or demonstrations the City requires to evaluate a proposed equivalent.

The City reserves the exclusive right to accept or reject any substitute that does not meet or exceed City standards.

4. Delivery & Logistics

A. Delivery Location

FOB Destination – all vehicles must be delivered to:

•1800 Maxwell Rd Chula Vista, CA 91911

B. Delivery Hours

• Monday – Thursday: 7:00 AM – 4:00 PM (excluding City holidays)

• Friday: 7:00 AM – 12:00 PM (excluding City holidays)

C. Lead Time & Production Delays

• Bidders must provide firm production and delivery lead times for each vehicle.

• Vendor must immediately notify the City ordering point of contact (POC) of any delays, allocation issues, or partial delivery conditions.

D. Delivery Documentation Requirements Each vehicle delivery must include:

• City PO number

• Vehicle Identification Number (VIN)

• Manufacturer model and package codes

• List of installed equipment

• Warranty packets

• Final inspection checklist

• Delivery date

E. Shipment / Transport Tracking Transport or carrier tracking information must be provided to the City within 24 hours of vehicle pickup.

5. Acceptance, Inspection & Returns The City will inspect each delivered vehicle upon receipt. Vehicles may be rejected if they exhibit any of the following:

• Incorrect model or package configuration

• Missing required equipment

• Damage incurred during production or transport

• Unauthorized substitutions

• Failure to meet specifications in Attachments A or B

Rejected vehicles must be corrected within 1 month (30 days) if correction requires a correction vehicle it must be delivered within 6 months (180 days), at no additional cost to the City.

Vendors must provide prepaid return transport if required.

Product Recalls

Vendors must notify the City within 2 business days of any manufacturer recall. The vendor must coordinate any correction, replacement, or refund at no cost to the City.

6. Pricing & Invoicing

A. Pricing Requirements

• Pricing in PlanetBids must be complete and based on fully equipped unit cost.

• Prices must remain firm and fixed for the initial contract term unless an escalation clause is explicitly included and approved by the City.

• Any escalation must be tied to documented manufacturer pricing increases and requires 30 days’ advance written notice and City approval.

B. Invoice Requirements Invoices must reference:

• City PO number

• Vehicle VIN

• Installed equipment list

• Unit and extended pricing Incomplete invoices may delay payment.

8. Addenda Acknowledgment All bidders must acknowledge all issued addenda directly within the PlanetBids system for Invitation Number RFB B13-2027.

Failure to acknowledge addenda may result in the bid being deemed nonresponsive.

9. Contract Award The City may award by vehicle model, by manufacturer group, or in total—whichever is determined to be in the City’s best interest.

ward decisions will be based on:

• Responsive pricing

• Compliance with vehicle and equipment specifications

• Production and delivery lead times

The City reserves the right to make multiple awards or no award.

This sample agreement has been provided for the Contractor’s review and comment. If a Contractor wishes to take exception to any of the terms and conditions contained in the agreement, these should be identified specifically;

otherwise, it will be assumed that the Contractor is willing to enter into the agreement as it is written. Any exceptions to terms, conditions, or other requirements must be clearly stated. Failure to identify contractual issues of dispute can later be the basis for the City disqualifying a Contractor. The City will consider such exceptions as part of the evaluation process, which may constitute grounds for rejection of the proposal. The City will not consider bidders who seek Limit of Liability contract terms or take any exception to sections 3 and 4 below

CITY OF CHULA VISTA

CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT

WITH CITY OF CHULA VISTA

TO PROVIDE [SERVICES TO BE PROVIDED]

This Agreement is entered into effective as of Enter Date (“Effective Date”)1 by and between the City of Chula Vista, a chartered municipal corporation (“City”) and City of Chula Vista, Entity Type (e.g. A California Corporation) (“Contractor/Service Provider”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:

RECITALS

WHEREAS, Enter Recitals To Describe Basis For Service – See example below 2; and

WHEREAS, Enter Recitals To Describe Contractor/Service Provider Selection Process –

See example below 3; and

Enter Additional Recitals As Needed Or Delete This Line

1 If City Council approved, insert date of City Council approval. Otherwise, insert a date no later than date Contractor’s work commences.

2 For example: “WHEREAS, City requires _____________ [e.g., landscape maintenance] services in order to

____________________ [e.g., maintain the public park];” and 3 For example: “WHEREAS, In order to procure these services City solicited proposals in accordance with Chula Vista

Municipal Code Section _________________ [2.56.080 for contracts exceeding $100,000; 2.56.090 for contracts of $100,000 or less; 2.56.110 for “professional services” e.g., architects, lawyers, engineers, environmental], received __ proposals, and selected Consultant as the most qualified amongst those submitting; and”

[OR, if the project was sole-sourced]

“WHEREAS, In order to procure these services Contractor was chosen based on Contractor’s unique qualifications, including ________________; on this basis, Contractor was awarded the contract on a “sole source” basis under the authority of Chula Vista Municipal Code Section ____________ [2.56.070.B.4. for contracts approved by City Council;

2.56.090.B.3. for contracts approved at a staff level].”

[OR, if an alternative procurement process is used]

“WHEREAS, In order to procure these services Contractor was chosen __________________.”

Consult with the City Attorney’s Office if none of these apply

WHEREAS, Contractor/Service Provider warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Contractor/Service Provider to City in accordance with the time frames and the terms and conditions of this Agreement.

[End of Recitals. Next Page Starts Obligatory Provisions.]

OBLIGATORY PROVISIONS

NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Contractor/Service Provider hereby agree as follows:

1. SERVICES

1.1 Required Services. Contractor/Service Provider agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”

1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor/Service Provider, from time to time, reduce the Required Services to be performed by the Contractor/Service Provider under this Agreement. Upon doing so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.

1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Contractor/Service Provider provide additional services related to the Required Services (“Additional Services”). If so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.

1.4 Standard of Care. Contractor/Service Provider expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.

1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Contractor/Service Provider 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 Contractor/Service Provider or its subcontractors.

1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Contractor/Service Provider to provide additional security for performance of its duties under this Agreement, Contractor/Service Provider shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.

1.7 Compliance with Laws. In its performance of the Required Services, Contractor/Service Provider shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.

1.8 Business License. Prior to commencement of work, Contractor/Service Provider shall obtain a business license from City.

1.9 Subcontractors. Prior to commencement of any work, Contractor/Service Provider shall submit for City’s information and approval a list of any and all subcontractors to be used by Contractor/Service Provider in the performance of the Required Services.

Contractor/Service Provider agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Contractor/Service Provider 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 Contractor/Service Provider under this Agreement, Contractor/Service Provider shall ensure that each and every subcontractor carries out the Contractor/Service Provider’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 Contractor/Service Provider’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.

2. COMPENSATION

2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Contractor/Service Provider 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. Contractor/Service Provider agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget.

Contractor/Service Provider must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.

2.3 Payment to Contractor/Service Provider. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Contractor/Service Provider for the invoice amount within thirty

(30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.

2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Contractor/Service Provider.

2.5 Reimbursement of Costs. City may reimburse Contractor/Service Provider’s out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Contractor/Service Provider shall be responsible for any and all out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services.

2.6 Exclusions. City shall not be responsible for payment to Contractor/Service Provider for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Contractor/Service Provider, its agents, employees, or subcontractors.

2.7 Payment Not Final Approval. Contractor/Service Provider understands and agrees that payment to the Contractor/Service Provider or reimbursement for any Contractor/Service Provider 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 Contractor/Service Provider of the terms of this Agreement. If City determines that Contractor/Service Provider is not entitled to receive any amount of compensation already paid, City will notify Contractor/Service Provider in writing and Contractor/Service Provider shall promptly return such amount.

3. INSURANCE

3.1 Required Insurance. Contractor/Service Provider must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”).

The Required Insurance shall also comply with all other terms of this Section.

3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.

3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.

3.4 Subcontractors. Contractor/Service Provider must include all sub-Contractor/Service Providers/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-Contractor/Service Providers must also comply with the terms of this Agreement.

3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Contractor/Service Provider’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.

3.6 General Liability Coverage to be “Primary.” Contractor/Service Provider’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Contractor/Service Provider and in no way relieves Contractor/Service Provider from its responsibility to provide insurance.

3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Contractor/Service Provider must procure and put into effect equivalent coverage(s).

3.8 Waiver of Subrogation. Contractor/Service Provider’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Contractor/Service Provider 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, Contractor/Service Provider shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Contractor/Service Provider 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.

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 Contractor/Service Provider 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 Contractor/Service Provider’s obligations under this Agreement, including Indemnity.

3.12 Additional Coverage. To the extent that insurance coverage provided by Contractor/Service Provider 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, Contractor/Service Provider shall timely and fully protect, defend, reimburse, 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 reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Contractor/Service Provider, 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, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Contractor/Service Provider, its employees, agents or officers, or any third party.

4.2. Modified Indemnity Where Agreement Involves Design Professional Services.

Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.

4.3 Costs of Defense and Award. Included in Contractor/Service Provider’s obligations under this Section 4 is Contractor/Service Provider’s obligation to defend, at Contractor/Service Provider’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor/Service Provider 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. Contractor/Service Provider’s Obligations Not Limited or Modified.

Contractor/Service Provider’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 Contractor/Service Provider. Furthermore, Contractor/Service Provider’s obligations under this Section 4 shall in no way limit, modify or excuse any of Contractor/Service Provider’s other obligations or duties under this Agreement.

4.5. Enforcement Costs. Contractor/Service Provider agrees to pay any and all costs and fees City incurs in enforcing Contractor/Service Provider’s obligations under this Section 4.

4.6 Survival. Contractor/Service Provider’s obligations under this Section 4 shall survive the termination of this Agreement.

5. FINANCIAL INTERESTS OF CONTRACTOR/SERVICE PROVIDER.

5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of

Interest Code require certain government officials and Contractor/Service Providers 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, Contractor/Service Provider shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.

5.2 Disclosures; Prohibited Interests. Independent of whether Contractor/Service Provider is required to file a Form 700, Contractor/Service Provider warrants and represents that it has disclosed to City any economic interests held by Contractor/Service Provider, 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. Contractor/Service Provider 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 Contractor/Service Provider, to solicit or secure this Agreement. Further, Contractor/Service Provider 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 Contractor/Service Provider, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor/Service Provider 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 Contractor/Service Provider or Contractor/Service Provider’s subcontractors. Contractor/Service Provider further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.

5.3 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 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. In order to assure compliance with these requirements, Contractor/Service Provider shall comply with the disclosure requirements identified in the attached Exhibit D, incorporated into the Agreement by this reference.

6. REMEDIES

6.1 Termination for Cause. If for any reason whatsoever Contractor/Service Provider shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Contractor/Service Provider 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 Contractor/Service Provider. Such notice shall identify the Default and the Agreement termination date. If Contractor/Service Provider notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Contractor/Service Provider up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Contractor/Service Provider shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Contractor/Service Provider as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider may be entitled to compensation for work satisfactorily performed prior to Contractor/Service Provider’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.

6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Contractor/Service Provider of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Contractor/Service Provider shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City.

Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.

6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Contractor/Service Provider hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.

6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Contractor/Service Provider 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.

Contractor/Service Provider hereby waives any right to remove any action from San Diego County as may otherwise be permitted by California Code of Civil Procedure section 394.

6.6 Service of Process. Contractor/Service Provider agrees that it is subject to personal jurisdiction in California. If Contractor/Service Provider is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Contractor/Service Provider irrevocably consents to service of process on Contractor/Service Provider by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.

7. OWNERSHIP AND USE OF WORK PRODUCT

All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Contractor/Service Provider in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Contractor/Service Provider, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Contractor/Service Provider shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

8. GENERAL PROVISIONS

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

8.2 Assignment. City would not have entered into this Agreement but for Contractor/Service Provider’s unique qualifications and traits. Contractor/Service Provider 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 Contractor/Service Provider warrants and represents that they have the authority to execute same on behalf of Contractor/Service Provider and to bind Contractor/Service Provider to its obligations hereunder without any further action or direction from Contractor/Service Provider 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 each Party has signed such a counterpart.

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

8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Contractor/Service Provider 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-Contractor/Service Providers.

8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.

8.8 Independent Contractor. Contractor/Service Provider is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Contractor/Service Provider or any of Contractor/Service Provider’s officers, employees, or agents (“Contractor/Service Provider Related Individuals”), except as set forth in this Agreement. No Contractor/Service Provider 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 Contractor/Service Provider Related Individuals;

instead, Contractor/Service Provider shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Contractor/Service Provider shall not at any time or in any manner represent that it or any of its Contractor/Service Provider Related

Individuals are employees or agents of City. Contractor/Service Provider shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.

8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for 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 Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any 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. Next page is signature page.)

SIGNATURE PAGE

CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT

IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and

Contractor/Service Provider agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.

CITY OF CHULA VISTA CITY OF CHULA VISTA

BY:________________________________ BY: ________________________________

Enter name of signatory Choose a signatory.

Enter title of signatory Choose the signatory’s title.

ATTEST4

BY:

Kerry K. Bigelow, MMC City Clerk

APPROVED AS TO FORM

BY:

_______________________________ Marco A. Verdugo City Attorney

4 Attestation signature only required if the Mayor signs the Agreement. If Mayor is not signing agreement, delete entire attestation signature block.

EXHIBIT A

SCOPE OF WORK AND PAYMENT TERMS

INSTRUCTIONS: ENTER INFORMATION AS REQUESTED. FOR SECTIONS THAT

PROVIDE OPTIONS, SELECT THE CORRECT OPTION. IF YOU WISH TO ATTACH

ADDITIONAL INFORMATION RELATED TO EXHIBIT A, PLEASE ATTACH AND

LABEL AS EXHIBIT A, ATTACHMENT (1,2, ETC.) DELETE OPTIONS NOT

SELECTED AND ALL INSTRUCTIONS..

1. Contact People for Contract Administration and Legal Notice

A. City Contract Administration:

Enter City Staff Person Name Enter Mailing Address Enter Phone Number Enter Email Address

For Legal Notice Copy to:

City of Chula Vista City Attorney 276 Fourth Avenue, Chula Vista, CA 91910 619-691-5037 CityAttorney@chulavistaca.gov

B. Contractor/Service Provider Contract Administration:

City of Chula Vista Enter Mailing Address Enter Phone Number Enter Email Address

For Legal Notice Copy to:

Enter Contractor/Service Provider Staff Person Name Enter Mailing Address Enter Phone Number Enter Email Address

2. Required Services

A. General Description:

Enter Summary Of Work To Be Performed (e.g. Contractor/Service Provider XYZ Will

Provide Customer Service Trainings To City Staff)

B. Detailed Description:

Enter Detailed Information About Each Task To Be Performed, Including Task Description, Associated Deliverables, And Completion Date. May Be Written As Narrative Or Table, As Illustrated Below. Delete Table If Not Used.

Task Description Deliverables Completion Date 1 Example: Conduct trainings for

City staff Provide copy of training materials, sign-in sheet and list of agreed-upon next steps

2 Enter Additional Lines For Tasks As Needed; Delete Excess Lines

3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin Enter Date and end on Enter Date for completion of all Required Services.

4. Compensation: SELECT ONE OF THE FOLLOWING OPTIONS THEN DELETE

ANY OPTION THAT IS NOT APPLICABLE, AS WELL AS THESE INSTRUCTIONS

A. Form of Compensation

☐ Single Fixed Fee. For performance of all of the Required Services by Contractor/Service Provider as herein required, City shall pay a single fixed fee of $Enter Contract Amount, upon completion of all Required Services to City’s satisfaction.

OR

☐ Fixed Fee Paid in Increments. For the completion of each Deliverable of the Required Services, as identified in section 2.B., above, City shall pay the fixed fee associated with each Deliverable, in the amounts set forth below:

Task No. Deliverable Amount

☐ Time and Materials. For performance of the Required Services by Contractor/Service Provider as identified in Section 2.B., above, City shall pay Contractor/Service Provider for the productive hours of time spent by Contractor/Service Provider in the performance of the Required Services, at the rates or amounts as indicated below:

Enter Applicable Hourly Rates

B. Reimbursement of Costs

☐ None, the compensation includes all costs

☐ Invoiced or agreed-upon amounts as follows:

Enter or Attach and Reference Any Agreed-Upon Cost Reimbursements

Notwithstanding the foregoing, the maximum amount to be paid to the Contractor/Service Provider for services performed through Enter End of Contract Date shall not exceed Enter Amount.

5. Special Provisions: CHECK ANY THAT APPLY OR SELECT “NONE,” AND

DELETE ALL INSTRUCTIONS.

☐ Permitted Sub-Contractor/Service Providers: List Permitted Sub-Contractor/Service Providers or Indicate “None”

☐ Security for Performance: See City Attorney or Indicate “None” if Not Applicable

☐ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for Insert Number of Terms additional terms, defined as a one-year increment or Enter a Specific Date. if applicable. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to Insert Percentage of Increase or Actual Dollar Amount for each extension. The City shall give written notice to Contractor/Service Provider of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. Such notice shall be provided at least 30 days prior to the expiration of the term.

☐ Other: Describe Special Provisions (Delete Line If Not Applicable)

☐ None

EXHIBIT B

INSURANCE REQUIREMENTS

Contractor/Service Provider shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).

Type of Insurance Minimum Amount Form ☐ General Liability:

Including products and completed operations, personal and advertising injury

$2,000,000 per occurrence for bodily injury, personal injury (including death), and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this Agreement or the general aggregate limit must be twice the required occurrence limit

Additional Insured Endorsement or Blanket AI Endorsement for City*

Waiver of Recovery Endorsement

Insurance Services Office Form

CG 00 01

*Must be primary and must not exclude Products/Completed Operations

☐ Automobile Liability $1,000,000 per accident for bodily injury, including death, and property damage

Insurance Services Office Form

CA 00 01

Code 1-Any Auto Code 8-Hired Code 9-Non Owned

☐ Workers’ Compensation Employer’s Liability

$1,000,000 each accident $1,000,000 disease policy limit $1,000,000 disease each employee Waiver of Recovery Endorsement

Other Negotiated Insurance Terms: ENTER ANY ADDITIONAL TERMS OR “NONE”

EXHIBIT C

CONTRACTOR/SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION

The Political Reform Act5 and the Chula Vista Conflict of Interest Code6 (“Code”) require designated state and local government officials, including some Contractor/Service Providers, 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, Contractor/Service Providers designated to file the Form 700 are also required to comply with certain ethics training requirements.7

☐ A. Contractor/Service Provider will not exert influence over the official or contracting decisions of City and is therefore EXCLUDED8 from disclosure.

☐ B. Contractor/Service Provider 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 Contractor 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 “Contractor/Service Provider,” 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.