RFP P01-2027 Compliance Monitoring Software Solution BID DOC (1).pdf

RFP P01-2027 August 28, 2026

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THE CITY OF CHULA VISTA

REQUEST FOR PROPOSAL

RFP P01-2027

Notice is hereby given that proposals will be received until 12:00 P.M. on Wednesday, October 7, 2026, Pacific Standard Time (PST), furnishing the City of Chula Vista with:

Compliance Monitoring Software Solution

Prospective Proposers are hereby referred to the proposal instructions, general provisions, and terms and conditions contained in this request for proposal. All proposals 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 Angélica Arellano/marellano@chulavistaca.gov.

Questions related to the proposal must be submitted through PlanetBids. Questions must be received by 12:00 P.M. Wednesday, September 9, 2026. Answers will be uploaded to PlanetBids no later than 5:00 P.M. Wednesday September 16, 2026.

The City reserves the right to reject any or all proposals received any portion of any proposal and to waive any irregularities or informalities in proposals or the RFP process. Any addenda that are issued through this RFP must be signed and returned with your submittal.

M. Angélica Arellano Procurement Specialist

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Schedule

Activity Date Deadline

(All Times Pacific)

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

Question Submittal through PlanetBids September 9, 2026

12:00 P.M.

Response to Questions Released September 16, 2026

5:00 P.M.

RFP Response and Proposal Due October 7, 2026

12:00 P.M.

Presentations/Interviews November 16-20, 2026

TBD

Selection of Consultant November 20, 2026

Agreement Development November/December 2026

Council Adoption N/A 5:00 P.M.

Contract Inception January 1, 2027

Objective The City of Chula Vista (City) is seeking competitive proposals from experienced and qualified individuals or firms to provide a professional affordable housing compliance software solution. The main focus is to procure a reliable, user-friendly, and secure software platform that supports the City's affordable housing compliance programs while facilitating operational efficiency, regulatory compliance, reporting, monitoring, and data management for the City’s portfolio of affordable housing properties. While the ability to customize certain features to the City’s needs is expected, proposals must be for a platform that is already existing and in use by other public agencies or jurisdictions. The selected vendor will be expected to effectively partner with City staff and provide responsive, ongoing training, technical support, and customer service to City staff and third-party users, including property owners and property managers, to ensure successful implementation and long-term system utilization.

The objective of this Request for Proposals (RFP) is to contract for an initial term of one and one-half years (18 months) for affordable housing compliance software services. The City will evaluate and determine the need for ongoing services, and at the City’s option, the agreement may include up to four (4) one-year options to renew at the City’s discretion. If the City selects the current software provider, the City may execute an initial term of three and one-half years (42 months), with up to two (2) one-year options to renew at the City’s discretion.

Background The City of Chula Vista is located in southern San Diego County, approximately seven miles north of the international border with Mexico. Chula Vista is the second largest City in the County, the 15th largest in California and the 75th largest City in the United States. With a population of 277,000 residents, the City of Chula Vista is one of largest employers in the county with over 1,400 regular employees.

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The City of Chula Vista is a full-service charter city providing a range of services including police, fire, animal care, library, public works, parks and recreation, development services, and economic development.

The City of Chula Vista strives to preserve its fiscal health by utilizing continuous improvement tools and best practices, ensuring strong and secure neighborhoods though maximizing police and fire services, increasing local land use control through policy, planning, infrastructure and services that are fundamental to an economically strong city, and supporting an environment that fosters health and wellness for our residents

The City of Chula Vista, along with its affiliated agency, the Chula Vista Housing Authority (Housing Authority), regulates more than 2,400 units of deed-restricted affordable housing across 38 properties.

The City and Housing Authority enforce regulatory agreements pursuant to various laws and programs, including the HOME Investment Partnerships Program, Community Development Block Grant (CDBG) program, exempt facility bonds under 26 U.S. Code Section 142, redevelopment and its housing successor requirements, inclusionary housing, and the California Density Bonus Law.

Scope of Work (SOW) Vendors must be able to, at a minimum, provide the services outlined below. Your response must identify your company's approach and methodology for satisfying each of the items listed in the SOW. Cost/fee proposals should be inclusive of all services identified in the SOW, if any component is not included you must identify the section and cost/fee for that service.

SOW #1 – Software Implementation and Configuration

The selected Proposer shall:

Provide an affordable housing compliance software platform, already in production, that supports the City’s affordable housing compliance monitoring activities.

Develop an implementation plan identifying key milestones, deliverables, timelines, and responsible personnel.

Configure system settings, user roles, permissions, workflows, notifications, and required functionality.

Provide secure login access for internal and external stakeholders, with unique user names and passwords and security protocols.

Coordinate implementation activities with City staff and designated stakeholders.

Conduct system testing and support final deployment.

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SOW #2 – Data Migration and System Transition

The selected Proposer shall:

Develop a transition plan for migrating data from the City's existing housing compliance software.

Identify required data elements, migration methodology, and quality assurance procedures.

Assist with data mapping, transfer, validation, and reconciliation.

Ensure historical compliance records, documentation, and applicable data are maintained and accessible.

Provide recommendations for addressing incomplete, inconsistent, or duplicate data.

Minimize disruption to City operations and ongoing compliance monitoring activities.

Provide policies and procedures to ensure a seamless transition of data and records to the City or another vendor, as needed, at the end of the contract period.

SOW #3 – User Training and Stakeholder Support

Provide comprehensive training for City administrators and staff responsible for housing compliance monitoring and program administration.

Provide training and resources for external users, including property owners, property managers, compliance inspectors, and other third-party program participants.

Provide user manuals, training materials, and online resources.

Provide technical assistance during initial implementation and ongoing operations.

Demonstrate the Proposer's approach for maintaining effective communication and support with both City staff and external system users.

SOW #4 – System Maintenance, Technical Support, and Enhancements

Provide ongoing system maintenance, upgrades, patches, and software enhancements.

Provide technical support services for City staff and external users.

Define customer support procedures, service level expectations, response times, and escalation processes.

Maintain system security, reliability, availability, and data protection standards.

Provide advance notice of system updates or changes that may impact users.

Recommend enhancements and improvements based on regulatory changes, industry best practices, and City needs.

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SOW #5 – Reporting, Compliance Monitoring, and System Functionality

Provide configurable reporting tools to support City monitoring, management review, and regulatory reporting requirements.

Support tracking of affordable housing compliance requirements, including but not limited to:

o Unit affordability requirements o Income certifications and recertifications o Tenant eligibility documentation o Regulatory agreements and restrictions o Property and project information o Compliance monitoring activities and findings

Provide document management capabilities for storing and retrieving compliance records.

Provide automated notifications, reminders, and workflow tracking.

Support audit preparation and reporting requests from regulatory agencies.

Proposal Form and Content The City will accept proposals in accordance with the instructions and specifications in this Request for Proposal (RFP).

A. Provide one (1) original PDF document uploaded in PlanetBids on or before the due date identified in this RFP.

B. PREPARATION: Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP and should address how your firm would provide the services identified in the Scope of Work.

C. PROPOSAL FORMAT: Proposals shall adhere to the following format for organization and content.

Proposals must be divided into the individual sections listed below.

D. TABLE OF CONTENTS - The table of contents shall identify the contents of the proposal in a format consistent with the proposal requirements and format set forth herein.

E. GENERAL INFORMATION AND EXPERIENCE: Provide a brief description of your organizational structure, including any significant changes to structure or leadership in the past 36 months, and any expected organizational changes in the next year. Identify the number of years of experience in providing services similar in size and scope requested in the RFP.

F. CAPABILITIES: This relates to the individual/firm’s capabilities to provide the professional services described in the Scope of Services. Please demonstrate the individual/firm’s capabilities, using specific examples projects/services you and your firm completed for other public agencies.

Provide five (5) client references for which you have provided similar services. References shall include date and description of service, project location, completion dates, organization’s name, contact person, title, address, and telephone number.

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G. POINT OF CONTACT: Identify the primary contact for the City and other subconsultants that are proposed to be used. Backgrounds or biographies should be provided.

H. FIRM’S METHODOLOGYAND APPROACH TO WORK: This should include a description of your proposed working conditions, assumptions and methodology to provide the requested services that were used to develop the fee proposal.

I. FIRM’S PHILOSOPHY AND ETHICAL STANDARDS: Provide a detailed description of the firm’s philosophy and ethical standards.

J. FEE PROPOSAL: The proposal shall include fees for all services to be provided. Respondents shall provide an annual subscription fee and must identify if this is an enterprise wide or per user fee.

The fee proposal must also identify one-time implementation/setup fee if needed. In addition, respondents should provide any additional fees that may be required for maintenance and software updates. Please see Attachment A – Cost Proposal Table.

K. EXCEPTIONS – Respondent must identify any exceptions to the City’ terms and conditions outlined in the RFP and attached Two Party Agreement. Any exceptions to the City’s limitations of liability Certificate of Insurance or Indemnification sections of these documents may constitute grounds to reject the proposal and not be subject to review by the Selection Committee.

L. PRIVACY AND SECURITY COMPLIANCE REQUIREMENT – As part of the City of Chula Vista’s commitment to privacy, cybersecurity, and responsible technology use, all vendors that are being considered for award for IT-related services must comply with the City’s Privacy Ordinance and complete the City’s Vendor Risk Assessment (VRA) Questionnaire. This requirement applies to any vendor that will have access to City systems, resources, or data; provide remote or onsite support; manage or maintain City-owned infrastructure; host or process City data; integrate with City networks or applications; or otherwise perform services that may impact the confidentiality, integrity, or availability of City information systems. The VRA assesses cybersecurity practices, data protection measures, regulatory compliance, and insurance coverage. Failure to complete the VRA or meet the City’s minimum cybersecurity standards may disqualify a vendor from award consideration. Exceptions may be requested but are subject to approval by the City’s IT Director.

M. Respondent shall provide information regarding any previous security breaches.

Evaluation Method

All proposals shall be reviewed to verify that the Respondent has met the minimum requirements.

Proposals that have not complied with requirements, do not meet minimum content and quality standards, or take unacceptable exceptions to the General Terms and Conditions or 2-party agreement, will be eliminated from further consideration. Proposals will be reviewed and evaluated by an evaluation committee comprised of City of Chula Vista personnel. The City of Chula Vista intends to accept the proposal it determines to be in the best interests of the City, based on the overall proposal, not exclusively on cost or any other specific factor. The City reserves the right to amend, modify, reject, negotiate, or accept any proposal in whole or in part at its sole discretion.

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Evaluation Criteria The award to the successful Respondent will be based upon response to the requirements outlined in this RFP, and an estimate of the quality and effectiveness of each it’s services in the following areas (not listed in order of importance):

a. Experience/Past Performance/References (Must have a minimum of 5 years City-specific public sector experience) – Consideration will be given based upon the firm’s experience, years in business, past and current client references; technical expertise and professional competence in areas directly related to this RFP; number of years’ experience in performing similar work in performing services identified in this RFP for municipalities in California.

b. Personnel – Respondent shall submit resumes of all primary professional staff members who will be performing services under the contract. Respondent should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.

c. Approach to Work – This category will evaluate the Respondent’s ability to take upon itself the responsibilities set forth in the Scope of Work and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the City of Chula Vista to award a contract to the Respondent who furnishes satisfactory evidence that the Respondent has the requisite experience and ability to enable the Respondent to prosecute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Respondent, the City of Chula Vista will weigh the evidence that the Respondent has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.

d. Proposed Cost - Respondents shall provide an annual subscription fee and must identify if this is an enterprise wide or per user fee. Please see Attachment A – Cost Proposal Table.

e. Optional Interview – In the event the City decides that interviews are necessary, Respondents who are finalists will be notified as promptly as possible. Each interview will consist of a presentation of no longer than one (1) hour. Notice of confirmation of the interview date/time will be given by telephone or in writing.

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

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 __________________.”

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Enter Additional Recitals As Needed Or Delete This Line

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.]

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

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OBLIGATORY PROVISIONS

NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and 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

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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.

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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.

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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.

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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.

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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.

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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.

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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

18 | P a g e 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.

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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

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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…