RFP P13-2027 October 9, 2026

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THE CITY OF CHULA VISTA

REQUEST FOR PROPOSAL

RFP P13-2027

Notice is hereby given that proposals will be received until 12:00 P.M. on Friday, October 23, 2026, Pacific Standard Time (PST), furnishing the City of Chula Vista with:

Telepresence Services & UAS/DFR Program Support

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 Angelica Arellano/marellano@chulavistaca.gov

Questions related to the proposal must be submitted through PlanetBids. Questions must be received by 3:00 P.M. Wednesday, October 14, 2026. Answers will be uploaded to PlanetBids no later than 5:00 P.M.

Monday, October 19, 2026.

The City reserves the right to reject any or all proposals or any portion thereof 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 October 9, 2026 8:00 A.M.

Question Submittal through PlanetBids October 14, 2026

No later than 3:00 PM

Response to Questions Released October 19, 2026

No later than 5:00 P.M.

RFP Response and Proposal Due October 23, 2026

No later than 12:00 P.M.

Optional Product Demonstration October 27-29 TBD

Selection of Consultant October 29, 2026 3:00 P.M.

Agreement Development November 2026

PTAC Meeting November 2026 5:00 P.M.

Council Adoption December 2026

Contract Inception December 2026

Objective The City of Chula Vista is seeking competitive proposals from experienced and qualified individuals or firms to provide professional Unmanned Aerial Systems / Drone as First Responder (UAS/DFR) Program Support with Telepresence Operations services, Tactical/Patrol UAS fleet capabilities, airspace awareness solutions, and Counter-UAS radar detection and mitigation systems. The main focus is to rebuild the City’s existing UAS/DFR program from the ground up through scalable, resilient, reliable, and telepresence driven solutions that improve real-time situational awareness, operational efficiency, and public safety outcomes. The solutions must also be National Defense Authorization Act (NDAA) compliant to ensure our UAS/DFR program is sustainable long-term in the current operating environment.

The objective of this Request for Proposal (RFP) is to contract UAS/DFR Program Support services for a multi-year term. The City will evaluate and determine the length of the contract, the need for ongoing services, and at the City’s option the agreement will include an opportunity to renew.

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 1,300 regular employees.

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.

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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 Police Department The Chula Vista Police Department, led by Acting Chief Dan Peak, consists of 279 sworn officers, 95 civilian employees, and more than 100 volunteers. Department facilities include the Public Safety Communications Center, Real-Time Crime Center, and a robust UAS/DFR unit that consist of four rooftop UAS/DFR launch locations throughout the entire city.

The UAS / Drone as First Responder (DFR) Program Since October 22, 2018, the Chula Vista Police Department has deployed drones from the rooftop of Police Headquarters in response to 911 calls and emergency incidents, including crimes in progress, fires, traffic collisions, and reports of dangerous persons.

The Department’s DFR system is a telepresence driven public safety platform that enables trained teleoperators to remotely deploy and manage UAS assets. This capability allows an incident commander to virtually arrive on scene, often minutes before ground units and provide real-time situational awareness with actionable intelligence.

High-definition aerial video is streamed live to the Department’s Real-Time Crime Center, where teleoperators remotely control aircraft and relay critical information to field units using telepresence.

Telepresence with drones creates a virtual presence, letting users experience and interact in a physical location through a drone equipped with cameras. This offers immersive first-person views.

Video feeds are also made available to first responders, supervisors, and command staff via secure mobile access.

To date, CVPD drones have responded to more than 26,000 calls for service, providing aerial intelligence prior to officer arrival. This capability has enhanced officer safety, improved response accuracy, and provided for a de-escalation resource.

Examples of DFR value include:

Identifying suspect vehicles fleeing crime scenes Clarifying weapon threats prior to officer arrival Assessing hazardous materials incidents Providing real-time overwatch for active or evolving scenes

Unlike traditional manned aviation, DFR operations deploy before ground units arrive, fundamentally changing emergency response dynamics.

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Regulatory Authority In May 2019, the Chula Vista Police Department obtained a Beyond Visual Line of Sight (BVLOS) waiver from the Federal Aviation Administration (FAA). This authorization permits DFR operations up to three nautical miles from launch locations, significantly expanding coverage and operational impact.

Program Staffing Model The City’s UAS/DFR Program utilizes a telepresence centered operational model consisting of:

Remote aircraft control and mission management Sworn teleoperators serving as critical incident managers Limited reliance from on-site Pilot in Command staffing

Proposed solutions shall align with and enhance this operational model, focusing on system automation to eliminate the need for on-site Pilot in Command staffing, remote oversight, redundancy, and scalable deployment.

Mission Statement The mission of the Chula Vista Police Department’s Drone Program is to provide airborne support to police operations in a safe, responsible, and transparent manner to preserve the peace, reduce response times, and de-escalate interactions between officers and the public, thereby increasing the quality of life in Chula Vista.

Program History and Community Engagement In December 2015, the Chula Vista Police Department formed a UAS Committee to study the responsible integration of drone technology into public safety operations. The Committee conducted extensive research into best practices, policy development, privacy protections, and community trust.

Prior to implementation, the Department engaged in public outreach through media, public forums, and online resources. The UAS Policy expressly prohibits general surveillance or routine patrol operations, reinforcing the Department’s commitment to civil liberties and transparency.

Following comprehensive planning, the Department activated its UAS Program in summer 2017 and later expanded into full DFR operations.

UAS / DFR Program Organizational Staffing & Aircraft Positioning The Chula Vista Police Department currently staffs the UAS / Drone as First Responder (DFR) Program seven (7) days per week with the following operational coverage:

Monday through Thursday: 10 hours per day Friday through Sunday: 17 hours per day

Weekend operations are configured to ensure nighttime DFR coverage. Current staffing and aircraft positioning are as follows:

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Launch Site One – Chula Vista Police Department Headquarters

(1) Pilot in Command (PIC) / Police Officer (Visual Observer – VO)

(1) Teleoperator (TO) / Police Officer DJI Matrice M300 equipped with an H30T zoom camera and AVSS Parachute Recovery

System DJI Matrice M350 equipped with an H20T zoom camera (backup aircraft)

Launch Site Two – Bayview Hospital

(1) Teleoperator (TO) / Police Officer DJI Matrice M300 equipped with an H30T zoom camera and AVSS Parachute Recovery

Launch Site Three – Sharp Hospital

(1) Teleoperator (TO) / Police Officer DJI Matrice M300 equipped with an H20T zoom camera and AVSS Parachute Recovery

Launch Site Four – SpringHill Suites Hotel

(1) Teleoperator (TO) / Police Officer DJI Matrice M300 equipped with an H20T zoom camera and AVSS Parachute Recovery

Current Operational Flow

1. Aircraft is mission-ready; all preflight and operational checks are complete.

2. Dispatch or Teleoperator requests aircraft support at a specific location.

3. PIC based at the launch site authorizes aircraft launch.

4. PIC maintains visual line of sight (VLOS) until lost and continues to monitor airspace for potential conflicts with other aircraft.

5. Geofence software prevents the aircraft from flying into identified ground-based obstacles, entering no-fly zones, or exiting pre-approved operational areas.

6. PIC communicates with Brown Field and NOLF via cellular or landline communication if the aircraft must enter Class D surface airspace.

7. Telemetry and image transmission are received by authorized personnel.

8. Teleoperator, Incident Commander, or Watch Commander requests aircraft repositioning or camera/vantage changes.

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9. All Teleoperator (TO) input requests are near-instantly approved by the PIC and the software provided requests meet mission parameters and geofence restrictions.

Requests outside authorized parameters are automatically denied.

10. PIC monitors and maintains full control of the aircraft throughout the operation.

11. Mission operations are conducted strictly within authorized parameters.

12. Software requires automated Return-to-Home (RTH) initiation with sufficient battery reserves to ensure landing with approximately 20% battery remaining at the original launch site. Geofencing and RTH protocols ensure obstacle avoidance during automated recovery.

13. PIC recovers the aircraft, conducts post-flight inspections, and prepares the aircraft for the next deployment.

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.

A. Introduction The purpose of this section is to describe the required and desired UAS/DFR program support services for the Chula Vista Police Department. Proposers may recommend and are encouraged to provide additional features or capabilities that enhance DFR operations, improve system resiliency, or advance telepresence-based public safety response. The Chula Vista Police Department encourages creativity and innovation in proposal submissions.

The order in which the following requirements are presented does not reflect priority. Proposers shall use these specifications to develop solutions consistent with the guidelines set forth in this document.

B. General Requirements The Department is seeking proposals for UAS / Drone as First Responder (DFR) Program Support with an emphasis on a telepresence operational model, tactical/patrol UAS fleet hardware and software, airspace awareness solutions, detect and avoid capabilities, and Counter-UAS radar detection and mitigation systems. The proposed systems should be resilient, reliable, and allow for future scalability. Proposed solutions shall be NDAA compliant, support continuous operations, rapid response, and real-time situational awareness while preserving the Chula Vista Police Department’s mission statement with commitment to professionalism and transparency.

The Department is seeking to rebuild its UAS/DFR program from the ground up. Solutions shall, at a minimum, propose all new hardware and software that are NDAA compliant. UAS hardware solutions are needed for DFR and tactical/patrol interior and exterior UAS operations. Airspace awareness, radar/drone detection systems, and Counter-UAS mitigation software and hardware are also needed. Proposers may recommend newer or successor technologies that meet or

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All photographs, video recordings, data collected, data analyzed, and reports generated through UAS / DFR operations shall remain the sole property of the Chula Vista Police Department.

C. Hardware Requirements and Considerations Proposed hardware solutions shall support or integrate with the following:

Aircraft, Payloads, and Docking Systems

DFR docking systems capable of flying beyond visual line of site, without visual observers on rooftops, and with the capability of flying up to 400 AGL

Tactical/Patrol UAS systems with collision avoidance capable of interior and exterior flight operations

Docking systems and drones capable of 24/7 operations Capable of multiple simultaneous drone flights in compliance with FAA Part 107.35 waiver approval

Airspace Awareness and Collision Mitigation Radar station(s) providing 360-degree visibility of local airspace, including manned aircraft and small UAS Integration with telepresence platforms for real-time incursion alerts Direct communication with drones to support emergency collision mitigation ADS-B capability with live telemetry from multiple sources Fusion of 3D radar, RF detection, and Remote ID data into a single operational interface Long-range, all-weather monitoring radar capabilities 3D detection, tracking, and classification of manned aircraft and sUAS Drone and aircraft detection and alerting

Counter-UAS

Mitigation equipment and software approved by the Federal Bureau of Investigation (FBI) National Counter-Unmanned Aircraft System Training Center (NCUTC)

D. Software Requirements and Considerations Proposed software platforms shall provide the following capabilities:

Augmented reality and map-based overlays Minimum 1080p live video streaming One-time secure streaming links available immediately for distribution via email or SMS with SSO preferred capabilities.

Mid-flight image capture with immediate distribution via email or SMS Detailed telemetry, system health, and connectivity data

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Centralized dock, drone, and fleet management from a single interface Multi-drone and multi-dock control with picture-in-picture viewing Command-and-control functionality suitable for integration into existing Axon Fusus Real-

Time Crime Center operations Integration with CAD, ALPR, and Live911 (or similar) platforms for call-for-service tracking Laser rangefinder support for real-time target identification Camera and payload management Address-based automated waypoint flight control Current and forecast weather data Mouse, keyboard, and gamepad control options iOS application support for live video streaming Automated flight logging and mission reporting Native 1440p video uploads per flight without manual intervention Exportable mission reports in PDF format for evidence management Cloud-based and onboard imagery and video download capability Automatic population of call-for-service data via CAD integration and Evidence.com integration DFR mission metrics and analytics Configurable mission reports aligned with Department data retention policies

Regulatory and Compliance Framework Proposers shall describe compliance with, and support for, the following regulatory and legal frameworks:

FAA Part 107 and applicable waivers, including Beyond Visual Line of Sight (BVLOS) FAA airspace coordination procedures, including Class D operations California Government Code and Public Records Act requirements Criminal Justice Information Services (CJIS) security standards, where applicable Data retention, audit logging, and evidentiary integrity requirements US-based servers for data storage National Defense Authorization Act (NDAA) compliant systems

Vendors shall identify any regulatory dependencies or approvals required to implement their solution.

Data Ownership, Security, and Control All data generated through UAS / DFR operations, including video, telemetry, metadata, analytics, and reports shall remain the sole property of the Chula Vista Police Department.

Vendor systems shall:

Prevent unauthorized access or secondary use of Department data Provide role-based access control and audit trails

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Support secure storage, encryption in transit and at rest, adhere to Department and City of Chula Vista retention policies

Organizational Structure The vendor solution shall align with the Department’s organizational structure whereby:

Teleoperators execute flights and mission control under approved parameters Supervisors and command staff retain situational awareness and decision authority Vendors function strictly in a technical support and enablement role

E. Vendor Information Proposers shall provide detailed information regarding their organization and qualifications, including:

Size of the organization Years in business providing similar UAS/DFR or telepresence-based services Number of personnel Relevant client list, including public safety agencies using recommended services Resumes of personnel assigned to this project, including subcontractors At least three (5) professional references for comparable projects A statement disclosing any instance in which the firm has been removed from a project or disqualified from a procurement, with explanation

D. Cost Summary

Vendors shall provide pricing in Attachment A Telepresence‑Based UAS_DFR Program – Cost Proposal Table. The City reserves the right to request detailed line-item pricing.

Respondents shall identify any substitutions or deviations.

Optional/Desired Services Initial and ongoing pilot training to ensure familiarization and safe operation of

UAS/DFR hardware and software Training on basic maintenance of hardware

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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.

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 METHODOLOGY AND 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. COST PROPOSAL: Attachment A Telepresence Based UAS DFR Program 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

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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.

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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.

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

e. Optional Product Demonstration/Proof of Concept – In the event the City decides that product demonstrations 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

13 | P a g e or in writing. The City reserves the right, at its sole discretion, to request live or virtual product demonstrations, software walk-throughs, or proof-of-concept presentations from a short-list of top-ranked Respondents.

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

CONSULTANT 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”)2 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) (“Consultant”) (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 3; and

WHEREAS, Enter Recitals To Describe Consultant Selection Process – See example below 4; and

Enter Additional Recitals As Needed Or Delete This Line

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

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

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 Consultant hereby agree as follows:

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1. SERVICES

1.1 Required Services. Consultant 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 Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant 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 Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the 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. Consultant 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 Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.

1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant 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, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.

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1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City.

1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.

1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s 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 Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.

2.2 Detailed Invoicing. Consultant 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. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.

2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. 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 Consultant.

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a. Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by

Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A.

Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.

2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any 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 Consultant, its agents, employees, or subcontractors.

2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount.

3. INSURANCE

3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of 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. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate

17 | P a g e coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement.

3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional 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 Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.

3.6 General Liability Coverage to be “Primary.” Consultant’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 Consultant and in no way relieves Consultant 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 Consultant must procure and put into effect equivalent coverage(s).

3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City.

3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The 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.

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b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.

c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.

d. A copy of the claims reporting requirements must be submitted to the City for review.

3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity.

3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.

4. INDEMNIFICATION

4.1. General. To the maximum extent allowed by law, Consultant shall 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 Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, 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 Consultant, 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.

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4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’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, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.

4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.

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

4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this

5. CONFLICTS OF INTEREST

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

Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant 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 Consultant is required to file a Form

700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or

20 | P a g e 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, Consultant 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant 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, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City 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 Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant 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. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the

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6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for 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, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.

6.5 Governing Law/Venue.