HomeMy WebLinkAbout2012/08/07 Item 04CITY COUNCIL
AGENDA STATEMENT
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AUGUST 7, 2012, Item
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING BIDS AND AWARDING
CONTRACTS TO ADVANTAGE SENTRY AND
PROTECTION INC AND NATIONAL PUBLIC SAFETY INC
TO PROVIDE PRISQNER TRANSPORTATION SERVICES
SUBMITTED BY: CHIEF OF POLICE
REVIEWED BY: CITY
4/STHS VOTE: YES ~ NO X~
SUMMARY
The City of Chula Vista issued a Request for Proposal (RFP) for contractors to provide
prisoner transportation services for the Police Department. After a thorough selection
process, the Police Department has selected two contractors to provide this service:
Advantage Sentry and Protection Inc and National Public Safety Inc.
ENVIRONMENTAL REVIEW
This proposed activity has been reviewed for compliance with the California
Environmental Quality Act (CEQA) and it has been determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines because it will
not result in a physical change in the environment; therefore, pursuant to Section
15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no
environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not Applicable.
DISCUSSION
Police department staff conducted an analysis of prisoner transportation services and
concluded that there are both operational and fiscal benefits of hiring an outside contractor
to provide these services rather than having our own officers spend significant time driving
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AUGUST 7, 2012, Item
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the arrestees out of the City to be booked at other facilities. The time saved would result
in additional field time in our City for our patrol personnel, benefiting the citizens with
increased officer presence. In addition, as part of the contract to house inmates for the
United States Marshals Service, the Police Department must provide transportation
services to and from other facilities, the Federal Court, as well as to and from South
Coast Medical Facility for routine medical services. These services require at least two
transport officers, are time consuming, and are generally outside the typical
transportation duties of a sworn police officer.
The City issued a Request for Proposal (# 12-11/12) on May 25 for inmate transportation
services at the Police Department jail. Three companies submitted proposals, and the Police
Department is recommending awazding the contract to two companies: Advantage Sentry
and Protection Inc (ASAP) and National Public Safety Inc (NPS). The third company
(G4S Secure Solutions Inc) is not recommended for selection because their proposed
service rates are higher than the other two ($39 per hour compared to $25 per hour).
Furthermore, the Police Department has an existing working relationship with ASAP and
NPS, and believes that these two companies are experienced and staffed in a manner such
that they can deliver the services required to meet the Department's needs.
The selected contractors will provide transportation of any prisoner at the request of the
Police Deparhnent. Contractor personnel who provide transportation services shall abide
by all laws, rules and regulations pertaining to prisoner treatment as defined in the
California Penal Code and Title 15 California Code of Regulations, as well as the
Transportation of Dangerous Criminals Act of 2000. The Police Department will
conduct a criminal background investigation on all contractor personnel providing
prisoner transportation services. The work is paid on an hourly basis ($25 per hour),
which includes all costs such as transportation, fueling, monitoring, billing and report
review.
The agreement for prisoner transportation services will be in effect for one year from the
date of signing of all parties. The City has the option to extend the agreement for one
additional year, each year, for up to five additional years. These one-year extensions will
be executed by mutual agreement of both parties.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently, the 500-foot rule found in California Code of
Regulations section 18704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
Estimated annual prisoner transportation costs of $67,000 are already included in the
Police Department budget. Approval of this resolution has no net fiscal impact to the
General Fund.
ONGOING FISCAL IMPACT
Annual prisoner transportation costs will be included in each year's budget. Any
increases in contract pricing must be negotiated between the City and the contractors.
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ATTACHMENTS
RFP # 12-11/12 for Inmate Transportation Services
Agreement with Advantage Sentry and Protection Inc.
Agreement with National Public Safety Inc.
Prepared by: Fritz Reber, Jail Lieutenant, Police Department
Jonathan Alegre, Principal Management Analyst, Police Department
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RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING BIDS AND AWARDING
CONTRACTS TO ADVANTAGE SENTRY AND
PROTECTION, INC. AND NATIONAL PUBLIC SAFETY, INC.
TO PROVIDE PRISONER TRANSPROTATION SERVICES
WHEREAS, the City issued a Request for Proposal for inmate transportation services at
the Police Departmentjail; and
WHEREAS, the Police Department is recommending to award the contract to two
companies: Advantage Sentry and Protection Inc. and National Public Safety Inc.; and
WHEREAS, the Police Department believes that these two companies are experience and
staffed in a manner such that they can deliver the services required to meet the Department's
needs; and
WHEREAS, the selected contractors will provide transportation of any prisoner at the
request of the Police Department, and their work is paid on an hourly basis, which includes all
costs such as transportation, fueling, monitoring, billing and report review.
NOW, THEREFORE, BE IT RESOLVED, with the above findings incorporated herein,
by the City council of the City of Chula Vista, that it approves the Agreement with Advantage
Sentry and Protection, Inc. and National Public Safety, Inc. to provide prisoner transportation
services, in the form presented to the City Council, as may have been modified by the Council
prior to its approval, a copy of which is on file in the Office of the City Clerk, and authorizes the
Mayor to execute the said Agreement.
Presented by: Approved as to form by:
David Bejarano
Police Chief
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Glen R. Googins
City Attorney
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REQUEST FOR PROPOSAL (RFP)
RFP 12-11/12
Notice is hereby given that proposals will be received until, Tuesday, June 12,
2012, at 4:00 PM, Standard Pacific Time, furnishing the City of Chula Vista with:
INMATE TRANSPORTATIONSERVICES
Prospective respondents are hereby referred to the proposal instructions,
general provisions, specifications and Terms and conditions contained in this
request for proposal.
All proposals must be submitted to Suzi Brooks. Proposals received after
the due date and due time will not be considered.
CITY OF CHULA VISTA
PURCHASING DIVISION
276 FOURTH AVENUE
BLDG 100
CHULA VISTA, CA 91910
ATTENTION SUZI BROOKS
sbrooksna.ci.chula-vista.ca.us
Telephone number: 619-585-5629
Fax number: 619-691-5149
For questions related to the proposal please email Suzi Brooks.
There will be no formal bid opening.
THE CTTY 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.
Suzanne Brooks
Sr. Procurement Specialist Date: May 25, 2012
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Table of Contents
General Information .........:................................... ..................................................................................3
Proposal Submittal &Selection ............................. ..................................................................................4
Proposal Format .................................................... ..................................................................................6
Insurance ...............:.............................................. ..................................................................................7
Indemnification ..................................................... ..................................................................................9
Project'Scope ........................................................ .................................................................................. 6
Term of Contract ............................................... ................................................................................11
Award ................................................................ ................................................................................12
Reporting Incidents ........................................... ................................................................................13
Records ............................................................. .......................................................................:........13
References and Assurances ................................... ................................................................................14
Ownership of Documents ...................................... ................................................................................15
Public Disclosure ................................................... ................................................................................15
Proposal & Offer to Contract ................................. ................................................................................16
Disclosure Statement ..........................:................. ................................................................................18
General Provisions ................................................ ................................................................................21
Attachment "A" Sample Two Party Agreement ..... ................................................................................30
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REQUEST FOR PROPOSAL (RFP 12-11/12)
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The City of Chula Vista is currently soliciting proposals for professional services for Inmate
Transportation.
Each proposal shall specify each and every item as set forth in the attached specifications. Auy and
all exceptions must be cleazly stated in the proposal. Failure to set forth any item in the
specifications without taking exception may be grounds for rejection. The City of Chula Vista
reserves the right to reject all proposals and to waive any informality.
ALL PROPOSALS MUST BE SUBMITTED TO SUZI BROOKS.
PROPOSALS RECEIVED AFTER JUNE 12, 2012 BEFORE 4:00 PM,
STANDARD PACIFIC TIME, RILL NOT BE CONSIDERED.
CITY OF CHULA VISTA
PURCHASING DIVISION
276 FOURTH AVENUE
BLDG 100
CHULA VISTA, CA 91910
ATTENTION SUZI BROOKS
sbrooks(a,ci.chula-vista-ca.us
Telephone number: 619-585-5629
Faa number: 619-691-5149
If you have any questions about the proposal process, please contact Suzi Brooks by email.
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PROPOSAL SUBNIITTAL AND SELECTION
1. All proposals, consisting of four, (4) copies and one (1) CD must be received by mail,
recognized carrier, or hand delivered no later than 4:00 p.m. on June 12, 2012. Late
proposals will not be considered.
2. All questions to be submitted by email to:
CITY OF CHULA VISTA
PURCHASING DIVISION
276 FOURTH AVENUE
BLDG 100
CHULA VISTA, CA 91910
ATTENTION SUZI BROOKS
sb rooks (a7 ci. china-vis ta. ca.us
Telephone number: 619-585-5629
Fax number: 619-691-5149
3. Costs of prepazation of proposals wrill be borne by the proposer.
4. Selection of qualified proposers w211 be by an approved City procedure for awazding
professional contracts.
5. This request does not constitute an offer of employment or to contract for services.
6. The City reserves the option to reject any or all proposals, wholly or in part, received by
reason of this request.
7. The City reserves the option to retain all proposals, whether selected or rejected.
8. All proposals shall remain firm for sixty, (60) days following closing date for receipt of
proposals.
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9. The City reserves the right to awazd the contract to the fine who presents the proposal which
in the judgment of the City, best accomplishes the desired results, and shall include, but not
be limited to a consideration of the professional service fee.
10. Selection will be made on the basis of the proposals as submitted. The Selection
Committee may deem it necessary to interview applicants. The City retains the right to
interview applicants as part of the selection process.
11. The proceedings of the Selection Committee are confidential. Members of the Selection
Conunittee are not to be contacted by the proposers.
Selection Commitlee:
During the evaluation process, the committee and the City of Chula Vista reserve
the right to request additional information or clarification from consultants
responding to this RFP. All proposals .deemed responsive by the committee wIll
be evaluated using the following criteria (listed in no particulaz order of
importance or value of rating).
• Proposed services and methodology
• Responsiveness to request
• Project cost
• Experience as related to this request
• Client reference informafion
The City reserves the right to determine the value and importance of the ranking
criteria at its discretion.
The objective of the committee's review is to evaluate and substantiate how the
proposal meets the requirements of the City and to rank the proposals from least
qualified to the most qualified in meeting the City's needs for this project.
Each consultant will be evaluated on the basis of capabilities described in its
written proposal. The consultant that best matches the City of Chula Vista's
objectives will be selected.
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PROPOSAL FORMAT
A qualifying proposal must address all of the following points:
1. Proiect Title
2. Applicant or Firm Name
3. Firm Oualifcations
a. Type of organization, size, professional registration and affiliations.
b. Names and qualifications of personnel to be assigned to this project.
c. Outline of recent projects completed that are duectly related to this project.
d. Qualifications of consultants, subcontractors, or joint venture firm, if appropriate.
e. Client references from recent related projects, including name, address and phone
number of individual to contact for referral.
4. Understanding of and Approach to the Proiect
a. Summary of approach to be taken.
b. Description of the organization and staffing to be used for the project.
c. Indication of information and participafion the proposer will require from City staff.
d. Indication of time frame necessary to complete the plan review once a Notice to
Proceed is issued.
5. Fees and Insurance
a. Propose fees to complete project as described under Project Scone.
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b. The selected Contractor will be required to provide insurance coverage in
the amount of $1,000,000.00 General Liability Insurance. This amount of insurance
coverage shall be reflected in your estimated professional fee.
a The Contractor shall provide within five (5) days after the Notice of Awazd is issued
a certificate of liability insurance naming the City of Chula. Vista and its employees
and officers as additionally named insured. This shall be maintained in full force and
effect for the duration of the contract and must be in an amount and format
satisfactory to the City.
Insurance:
Contractor, at its sole cost and expense, shall purchase and maintain the insurance policies set forth
below on all of its operations under this Agreement. Such policies shall be maintained for the full
term of this Agreement and the related warranty period (if applicable) and shall provide
products/completed operations coverage for four (4) years following completion of Contractor's.
work under this Agreement and acceptance by the City. Any failure to comply with reporting
provision(s) of the policies referred to above shall not affect coverage provided to the City, its
officers, employees, volunteers and agents. For purposes of the insurance policies required
hereunder, the term "City" shall include officers, employees, volunteers and agents of the City of
Chula Vista, California, individually or collectively.
1.
The following policies shall be maintained with insurer's authorized to do business in the
State of California and shall be issued under forms of policies satisfactory to the City:
a. COMMERCIAL GENERAL LIABILITY INSURANCE POLICY ("CGL")
Policy shall include coverage at least as broad as set forth in Insurance Services
Office (herein "ISO") Commercial General Liability coverage. (Occurrence Form CG
0001) with policy limits not less than the following:
$1,000,000 each occurrence (combined single limit);
$1,000,000 for personal injury liability;
$1,000,000 aggregate for products-completed operations; and,
$z,000,000 general aggregate.
The general aggregate limits shall apply separately to Contractor's work under this
Agreement.
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b. BUSIlVESS AUTOMOBILE LIABILITY POLICY ("BAL"1
Policy shall include coverage at least as broad as set forth in Insurance Services
Office Business Automobile Liability Coverage, Code 1 "Any Auto" (Form CA
0001). This policy shall include a minimum combined single limit of not less than
one million ($1,000,000) dollars for each accident, for bodily injury and/or property
damage. Such policy shall be applicable to vehicles used in pursuit of any of the
activities associated with this Agreement. Contractor shall not provide a
Comprehensive Automobile Liability po&cy which specifically lists. scheduled
vehicles without the express written consent of City.
c.
This policy shall include at least the following coverage and policy limits:
1. Workers' Compensation insurance as required by the laws of the State of
California; and
2. Employer's Liability Insurance Coverage B with coverage amounts not less
than one million ($1,000,000) dollars each accidentBodily Injury (herein
"BI"); one million ($1,000,000) dollars policy limit BI by disease; and, one
million ($1,000,000) dollars each employee BI by disease.
2. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles and/or self-insm~ed retentions which apply to any of the insurance policies
referred to above shall be declazed in writing by Contractor and approved by the City before
work is begun pursuant to this Agreement. At the option of the City, Contractor shall either
reduce or etinunate such deductibles orself-insured retentons as respect the City, its officers,
employees, volunteers and agents, or shall provide a financial guarantee satisfactory to the
City guazanteeing payment of losses and related investigations, claim administration, and/or
defense expenses.
3. ENDORSEMENTS
All of the following clauses and endorsements, or similazprovisions, aze required to be made
apart of insurance policies indicated in parentheses below:
a. A "Cross Liability", "Severability of Interest" or "Sepazation of Insured" clause
(CGL & BAL);
b. The City of Chula Vista, its officers, employees, volunteers and agents are hereby
added as additional insured with respect to all liabilities arising out of Contractor's
performance of work under this Agreement (CGL & BAL);
o. If the insurance policy covers a "Claims Made" basis, it must be changed to
"occurrence" (CGL & BAL); Additional Insured Endorsement must not exclude
completed operations hazard.
d. This policy shall be considered primary insurance with respect to any other valid and
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collectible inswance City may possess, inc]uding any self-insured retention Cirymay
have, and any other inswance City does possess shall be considered excess inswance
only and shall not be called upon to contribute to this inswance (CGL, BAL & PL);
e. No cancellation or non-renewal of this policy, or reduction of coverage afforded
under the policy, shall be effective until written notice has been given at least thirty
(30) days prior to the effective date of such reduction or cancellation to City at the
address set forth below (CGL, BAL, WCBL & PL);
f. Contractor and its insurers shall agree to waive all rights of subrogation against the
City, its officers, employees, volunteers and agents for any loss arising under this
Agreement (CGL); and
g. Deductibles and self-inswed retentions must be declared (All Policies).
4. ABSENCE OF INSURANCE COVERAGE
Ciry may direct Contractor to immediately cease all activities with respect to this Agreement
if it determines that Contractor fails to carry, in full force and affect, all inswance policies
with coverage at or above the limits specified in this Agreement. Any delays or expense
caused due to stopping of work and change of inswance shall be considered Contractor's
delay and expense. At the City's discretion, under conditions of lapse, the City may purchase
appropriate insurance and charge all costs related to such policy to Contractor.
5. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION
Prior to commencement of work under this Agreement, and annually thereafter for the term
ofthis Agreement, Contractor, or each of Contractor's inswance brokers or companies, shall
provide City a current copy of a Certificate of Insurance, on an Accord or similaz form,
which includes complete policy coverage verification, as evidence ofthe stipulated coverage.
All of the insurance companies providing inswance for Contractor shall have, and. provide
evidence of, a Best Rating Service rate of A VI or above, and must be licensed altd admitted
in the State of California.
Indemnification:
Contractor shall defend, indemnify and hold harmless the City, its officers and employees from all
claims, demands, damages, costs, expenses, judgments, attorney fees, liabilities or other losses that
may be asserted by any person or entity, including Contractor, and that azise out of or aze made in
coanection with the acts or omissions, relating to the performance of any duty, obligation, or work
hereunder.
The obligafion to indemnify shall be effective and shall extend to all such claims and losses, in their
entirety, even when such claims or losses arise from the compazative negligence of the City, its
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officers and employees. However, this indemnity will not extend to any claims or losses arising out
of the sole negligence or willful misconduct of the City, its officers and employees.
The preceding paragraph applies to any theory of recovery relating to said act or omission by the
Contractor, or its agents, employees, or other independent contractors directly responsible to
Contractor, including, but not limited to the following:
1. Violation of statute, ordinance, or regulation.
2. Professional malpractice.
3. Willful, intentional or other wrongful acts, or failures to act.
4. Negligence or recklessness.
5. Furnishing of defective or dangerous products.
6. Premises liability.
Strict Liability.
8. Inverse condemnation.
9. Violation of civil rights.
10. Violation of any federal or state statute, regulation, or ruling resulting in a
determination by the Internal Revenue Service, California Franchise Tax Board or
any other California public entity responsible for collecting payroll taxes, when the
Contractor is not an independent contractor.
It is the intent of the parties to provide the City the fullest inderunification, defense, and "hold
harmless" rights allowed under the law. If any word(s) contained hereui are deemed by a court to
be in contravention of applicable law, said word(s) shall be severed from this contract and the
remaining language shall be given full force and effect.
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PROJECT SCOPE
The Chula Vista Police Department is responsible for the transportation of local and contract
inmates to and from its jail facility.
The City of Chula Vista is seeking to enter into an Agreement with a Private Prisoner Transport
Company (Contractor) to provide this transportation service for an hourly fee per Transport
Officer.
The service will require that the Contractor assume custody of prisoners and provide in-state
transportation of prisoners to and from locations designated by the City. In assuming custody of
such prisoners the Contractor shall perform their responsibilities for security and control of
prisoners in accordance with all state and federal requirements. This includes compliance with
the Interstate Transportation of Dangerous Criminals Act of 2000 (DOJ's, 28 CFR, Part 97).
The Contractor shall assume custody of prisoners from authorized agents of the City Jail, at the
location of incarceration determined by the parties to be suitable for such purpose, to transport such
prisoners to their destination or other specified location.
The Contractor should be able to provide all types of prisoner transportation; routine prisoner
transport for both male and female prisoners, special prisoner transportation i.e. medical conditions
for both male and female prisoners, court appearances, release dates and medical moves. Also, the
Contractor needs to be able to handle security levels I,II,III,N and AD-SEG and mentally ill
prisoners.
The Contractor should be able to respond within 1 hour, 24 hours a day, 365 days a year.
The Contractor (and all transporting employees), shall comply with all City Jai] policies related to
the transportation of Chula Vista City Jail Inmates. Transportation Officers shall review and sign the
Transportation Officer Orientation Supplemental outlining the polices, rules, and expectations ofthe
City Jail as it relates to the transportation of its inmates. All vehicles used for transportation shall
have video and audio recording capability and the Contractor shall have policies governing its proper
use. The Contractor agrees to make all recordings available to the City upon reasonable request.
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I. Term of Contract
A. The Term of any agreement(s) resulting from this Request for Proposal will
be for an initial period of one (1) year, with options to renew for up to five (5)
one-year periods by mutual consent of the Vendor and the City. These
renewal options, if they are to go into effect, must be agreed to thirty (30)
days prior to the expiration of the relevant term. The Vendor and the City
must both indicate via written correspondence that they intend to continue the
contract. Should no mutual renewal opfion be exercised the agreement will
terminate. This RFP may result in contracts with one or more vendors.
Pricing to be firm for the initial one year period from the award of the
contract. However, one (1) price increase will be allowed for each option
renewal period as the result of:
1) Manufacturer or supplier price increases;
2) Governmental or regulatory agency increase to the trade;
3) Regional Consumer Price Index (CPI) increases to the industry.
Any request for a price increase must be substantiated with documentation from a
manufacturer, supplier or governmental agency and must be submitted in writing
prior to the renewal option being agreed to.
B. .Either party may cancel an agreement resulting from this Request for
Proposal on thirty (30) days written notice.
2. Award
A. The City reserves the right to award to one vendor, or to award to more than
one vendor.
B. Upon review of proposal, the City will negotiate final price, terms and
conditions with those proposers who will best meet the City's needs
C. A written Purchase Order will be mailed, or otherwise famished, to the
successful vendor(s). The contract will be executed and delivered in the State
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of California and the validity, enforceability and interpretation of any of the
clauses of the Contract shall be determined and governed by the laws of the
State of CaGfomia. The City of Chula Vista, and/or the County of San Diego
shall be the venue for any acfion or proceeding that may be brought or arise out
of, in connection with or by reason of this Contract.
3. Reportin¢ of Incidents
Anytime an inmate from the Chula Vista City Jail is involved in an incident during
transport such as a vehicle breakdown, vehicle accident, medical problem, involved
in a fight, or an unusual incident, the Chula Vista City Jail will be notified by phone
immediately, with an incident report sent explaining the circumstances of the
incident.
4. Records
A. Contractor shall keep complete and accurate records for the services performed
pursuant to this Contract and any records required by law or government
regulation and shall make such records available to City upon request.
B. Contractor shall assure the confidentiality of any records that aze requu-ed by
law to be so maintained.
C. Contractor shall prepaze and forward such additional or supplementary records
as City may reasonably request.
D. Any notice required to be given pursuant to the terms and provisions hereof
shall be in writing and shall be sent by first class mail to the City at:
Chula Vista City Jail Commander
315 Fourth Avenue
Chula Vista, CA 91901
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and to the Contractor:
E. Contractor will provide all necessary equipment and supplies in order to
cant' out the terms of this Agreement.
REFERENCES AND ASSiJRANCE5:
1. Document your previous experience in prisoner security, familiarity with cm-rent laws
regarding the authorities and limits with respect to the custody and transportation of prisoners.
2. Document prior law enforcement or correctional institution experience.
3. Document your firm's ability to provide 24 hour security coverage, 365 days per yeaz, and to
provide a security officer(s) to site within 8 hours or less.
4. Document your ability to provide thorough internal investigation and report of incidents that
may occur while transporting prisoners.
5. Copy of current license(s) issued by the State of California.
6. Provide copies of Certificates of Insurance.
7. Provide contact name, facility, address, and phone numbers of a least three (3) references.
The selected Consultant will be expected to enter into and perform services under a Standard
Two-Party Agreement with the City of Chula Vista. (Attachment "A") In the event the Project
Manager and the City aze unable to agree on the terms of the Agreement, the City reserves the
right to reject the proposal. Further; the City reserves the right to accept or reject any or all
proposals received as a result of this request, to negofiate with qualified sources, or to cancel in
part, or in its entirety, this request for proposal, if it is in the best interest of the City to do so.
This is a Request for Proposal (RFP). This RFP does not commit the City to pay any costs
incurred for the prepazation of the submission of a proposal, or to contract for supplies or
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services.
For a proposal to be considered responsive, all requested information must be submitted.
OWNERSHIP OF DOCUMENTS
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and
any other materials or properties produced for this project shall be the sole and exclusive
property of the City. No such materials or properties produced in whole or in part for this project
shall be subject to private use, copyrights, or patent rights by Contractor without the express
written consent of the City.
The City shall have unrestricted authority to publish, disclose (except as may be limited by the
provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in
whole or in part, any such reports, studies, data, statistics, forms, or other materials or properties
produced for this project.
PUBLIC DISCLOSURE
All proposals submitted in response to this RFP become the property of the City and public
records, and as such maybe subject to public review. Under the California Public Records Act
(California Government Code Section 6250 et seq.) records in the custody of a public entity
generally have to be disclosed unless the infom~ation being sought falls into one or more of the
exemptions to disclosure set out in Govermnent Code Sections 6254 through 6255.
The cover letter of the proposal should contain a paragraph that states whether or not Consultant
believes that its proposal does or does not contain information that falls into. one of the
exemptions of Government Code Sections 6254 through 6255 and whether or not Consultant
considers such information to be confidential.
In the absence of a declaration, the City maybe obligated to disclose the proposal to any party
that requests it. Regazdless of assertions of confidentiality, proposal contents may still be
disclosed if City, or a court with jurisdiction, determines that such proposal is a public record
requiring disclosure.
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PROPOSAL & OFFER TO CONTRACT
The respondent, herein sometimes called consultant, contractor, vendor, or supplier submits a
proposal and offers to enter into a contract with the City of Chula Vista, herein called City, this
June 12, 202 as follows:
This Proposal & Offer to Contract, subj ect to the specifications, terms and conditions, and
General Provisions herein, when duly accepted by the City shall constitute a contract between the
parties.
In consideration of the payments to be provided by the City, and in accordance with the
conditions expressed in the proposal forms and specifications attached, and by this reference
incorporated herein, Consultant agrees to fiirnish Inmate Transportation.
COMPANY NAME
ADDRESS
CITY
EMAIL ADDRESS
TELEPHONE
PRINT NAME
SIGNATURE
FAX
TITLE
DATE
Bidders shall submit four (4) complete copies of their proposal and one (1) CD
Proposals must be returned no later than 4:00 P.M. Pacific Standard Time on Tuesday,
June 12, 2012. Late proposals will not be considered.
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Public Agency Participation
Other public agencies (e. g. city, county, public corporation, political
subdivision, school district, or water authority) may want to participate
in any award as a result of this bid. The City of Chula Vista shall incur
m financial responsibility in connection with any purchase by another
public agency.
The public agency shall accept sole responsibility for placing orders and
malting payments to the successful bidder. This option will not be
considered in bid evaluation. Please indicate whether this will be
granted.
Yes No
Business License Chula Vista Municipal Code Section 5.02.020 requires
all venders doing business with the City to obtain a Business License.
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Disclosure Statement
Pursuant to City Council Policy 101-O1, prior to any action on a matter that requires
discretionary action by the City Council, Planning Commission or other official legislative
body of the City, a statement of disclosure of certain ownerships, Financial interests, payments,
and campaign contributions must be filed. The following information must be disclosed:
1. List the names of all persons having a financial inTCtest in the project that is the subject of the
application, project or contract (e.g., o~mer, applicant, contractor, subcontractor, material
supplier).
2. If auy person* identified in section 1. above is a corporation or partrtership, list the names of all
individuals with an investment of $2000 or more inthe business (corporation/parthership) entity.
3. If any person* identified insertion l.above is anon-profit organization ortrust, list the names of
any person who is the director of the non-profit organization or the naznes of the trustee,
beneficiary and trustor of the trust.
4. Please identify every person, including any agents, employees, consultants, or independent
contractors, whom you have authorized to represent you before the City in this matter.
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5. Has anv person* identified in 1., 2., 3., or 4., above, or other~+nse associate wt is contract,
project or application, had any financial dealings with an offici al** ofthe City of Chula Vista as it
relates to this contract, project or application within the past 12 months? Yes_ No_
If Yes, briefly describe the nature of the
financial interest the official** may have in
this contract.
6. Has any person* anyone identified in 1., 2., 3., or
4., above; or otherwise associated with this
contract, project or application, made a campaign
contribution of more than $250 within the past
twelve (12) months to a current member of the
Chula Vista City Council? No_ Yes_ If yes,
which Council member?
Has any person* identified in 1., 2., 3., or 4., above, or otherwise associated with
this contract, project or application, provided more than $420 (or an item of
equivalent value) to an official** of the City of Chula Vista in the past twelve
(12) months? (This includes any payment that confers a personal benefit on the
recipient, a rebate or discount nt the price of an}rthing of value, money to retire a
legal debt, gift, loan, etc.) Yes No
If Yes, which official** and what was the nature of item provided?
8. Has any person* ident~ed in l., 2., 3., or 4., above, or otherwise associated with this contract, project
or application, been a source of income of $500 or more to an official* * of the City of Chula Vism in
the past twelve (12) months? Yes No
If Yes, identify the official** and the nature of the income provided?
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Signature of Contractor/Applicant
Print or type mane of Contractor/Applicant
Person is defined as: any individual, firm, co-partnership, joint venture, association, social club,
fraternal organization, corporation, estate, trust, receiver, syndicate, any ollier county, city,
municipality, district, or other political subdivision, or any other group or combination acting as
a unit.
* Official includes, but is not limited to: Mayor, Council member, Planning Commissioner,
Member of a board, commission, or committee of the City, and City employees or staff
members.
This Disclosure Statement must be completed at the time the project application, or contract,
is submitted to City staff for processing, and updated within one week prior to
consideration by the legislative body.
Last Updated: September 8, 2009
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GeneralPravisions
Please Read Carefully
These Provisions dre a Part of Your Bid and any Caxtract Awarded
The bidder agrees that:
A. Bidderhascazefullyexaminedthespecifications,andallprovisionsrelatingtodreitem(s)tobefumishedorthe
work to be done; understands the meaning, intent, and requirements; anal
B. Bidder will enterintoawrittenconiractandfurnishtheitem(s)orcompletetheworkinthethnespecified,and
in strict conformity with the City of Chula Vista specifications for the prices quoted.
Note: Bidder is defined as any individual, arlnership, or corporation submitting a bid, proposal, or quotation in
response to a request for bid, request for proposal, or request for quotation. A bidder may also be referred to as
consultant, contractor, supplier, or vendor.
1. Prices
All prices and notations must be in ink or typewritten. Mistakes may be crossed out and conections Typed or written
with ink adjacent to the error; the person signing the bid must initial corrections in ink.
Bids shall indicate the unit price extended to indicate the total price for each item bid. Any difference between the
unit price correctly extended and the total price showm for all items bid shall be resolved in favor ofthe unit prices,
except when the bidder clearly indicates that the total price for all items bid is based on consideration of being
awazded the entire lot and that an adjustment of the total price is being made in consideration of receiving the entire
bid.
2. bidder's Security
A bid deposit in an amount equal to at least 10% of the bid may be required as a bid security by the City. The bid
security may only be in cash, a cashier's check, a certified check made payable to the City of Chula Vista, or a
bidder's bond. Iftbe bid security is a bond, it shall be executed by a surety insurer authorized to issue surety bonds
in the State ofCalifontia. The bid security must be executed by the bidder and enclosed with the bid proposal in the
sealed bid envelope.
3. Items Offered
if the item offered has a trade name, brand and/or catalog number, such shall be stated in the bid. if the bidder
proposes to famish an item of a manufacturer or vendor other than that mentioned on dte face hereof; bidder must
specify maker, brand, quality, catalog number, or other trade designation. Unless such is noted on the bid form, it
will be deemed that the item offered is that desigttated even though the bid may state or equal.
4. Brand Names
Whenever reference to a specific brand name is made, it is intended to describe a component that has been
determined to best meet operational, performance, or reliability standazds of the City, thereby incorporating these
standards by reference within the specifications. An equivalent (or equal) may be offered by the bidder, subject to
evaluation and acceptance by the City. It is the bidder's responsibility to provide, a[ bidder's expense, samples, test
data, or other documentation the City may require to fully evaluate and determine acceptability of an. offered
substitute. The City reserves the sole right to reject a substituted component that will not meet or exceed City
standazds.
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5. Samples
Samples may be required for bid evaluation and testing purposes. Bidders shall agree to provide samples within
forty-eight (48) hours upon request and at no additional cost to the City
6. Verity Quotations
Prices shall be verified prior to bid submittal, as withdrawal or correction may not be permitted after the bid has
been opened
7. Firm Prices
Prices o¢ bid shall be firm prices not subject to escalation. In the eventthe specifications provide for escalation, the
maximum limit shall be shown, or the bid shall not be considered. In the event of a decline in mazket price below a
price bid, the City of Chula Visa shall receive the benefit of such decline.
8. Modification or Withdrawal of Bids
Bids may be modified or withdrawn by written or facsimile notice received prior to the exact hour and date
specified for receipt of bid. A bid may also be withdrawn in person by a bidder, or audtorized representative,
prior to the exact hour and date set for receipt of bids. Telephone withdrawals are not permitted.
9. Late Bids, Modifications, or Withdrawals
(a) Bids, modifications of bids, or bid withdrawals received after the exact time and date specified for receipt will
not be considered unless receipt is before the contract is awazded and the City determines that late receipt was
due solely to City error.
(b) Modification of a successful bid that makes the terms of the bid more favorable to the City will be considered ar
any time-
10. Mistake in Bid
(a) Ifthebidderdiscoversamistakeinbidpriortothehouranddatespecifiedforreceiptofbid,biddermaycorrect
the mistake by modifying or withdrawing the bid in accordance with Items 8 and 9 above.
(b) If within seventy-two hours of the bid closing and prior to the issuance of a purchase order or a contract, the
apparent ]ow and best bidder discovers amistake in bid of a serious and significant nature which is unfavorable
to bidder, bidder may request consideration be given to modifying the bid if it remains the lowest bid or to
withdrawal of the bid ifthe result of the correction of the mistake makes another bidder lowest and best bidder.
The mistake must be evident and provable. The right is reserved by the City to reject any and all requests for
correction of mistakes in bids received after the hour and date of the bid closing. The decision of the
Purchasing Agent is final as regards acceptance or rejection of requests for correction of bids.
(c) A mistake in bid cannot be considered once a purchase order or contract is issued.
17. Signature
All bids shall be signed and the title and fum name indicated. A bid by a corporation shall be signed by an
authorized officer, employee or agent w2th his or her title.
12. NoBid
If no bid is to be submitted, the bid should be marked No Bid and returned to maintain the bidder's name in the
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vendor-file for future solicitations. A letter or postcard may be submitted. If a bidder fails to respond to a
reasonable number of bids without returning a No Bid, the Purchasing Agent reserves the right to delete the bidder
from the vendor file for future solicitations.
13. Alternative Proposals
To be responsive to the bid, bidder must submit a proposal that meets all specific bid requirements. Once bidder has
proposed a product which is responsive to the specification, bidder may include with the bid any additional
proposals or alternative products thatbidder believes can meet or exceed the City's requirements andthat may offer
additional advantages, benefits, or cost savings. The City reserves the rightto evaluate, and accept or reject, such
alternatives as though they were part ofthe original specifications without advertising for further bids, when in the
best interests of the City. Any awards so made will be based on operational and cost analysis considerations that
would result in the optimum economic advantage to the City.
14. Confidential Information
Any information deemed confidential or proprietary should be clearly identified by the bidder as such. It may then
be protected and treated with confidentiality only to the extent permitted by state law. Otherwise the information
shall be considered a public record. Information or data submitted with a bid wilt not be returned.
15. Quality
Unless otherwise required in the specifications, a1I goods furnished shall be new and unused.
16. Litigation Warranty
The bidder, by bidding, warrants that bidder is no[ currently involved in litigation of azbitration conceming the
materials or bidder's performance conceming the same or similar material or service to be supplied pursuant to this
contract of specification, and that no judgments or awazds have been made against bidder on the basis of bidder's
performance in supplying or installing the same or similar material or service, unless such fact u disclosed to the
City in the bid. Disclosure may not disqualify the bidder. The City reserves the right to evaluate bids on the basis of
the facts sunounding such litigation or arbitration and to require bidder to famish the City with a surety bond
executed by a surety company authorized to do business in the State of California and approved by The City of
Chula Vista in a sum equal to one hundred percent (100%) of the contract price conditional on the faithful
performance by bidder of the contract in the event the bid is awarded to bidder, noM~ithstanding the litigation or
arbitration.
17. Royalties, Licenses and Patents
Unless otherwise specified, the bidder shall pay all royalties, license and patent fees. The bidder warrants that the
materials to be supplied do not infringe any patent, trademark or copyright and further agees to defend any and all
suits, actions and claims for infringement drat are brought against the City, and to defend, indemnify and hold
harmless the City from all loss or damages, whether general, exemplary or punitive, as a result of any actual or
claimed infringement asserted against the City, the bidder or those furnishing material to bidder pursuant to this
contract
18. Performance Standards
Performance of work and acceptability of equipment or materials supplied pursuant to any contract or award shall be
to the satisfaction of the City.
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19. Warranties
(a) All material, labor or equipment provided under the contract shall be warranted by bidder and/or manufacturer
for at least twelve (12) months after acceptance by City. Greater warranty protection wil I be accepted. Lesser
warranty protection must be indicated by bidder on the bid proposal as an exception
(b) Bidder shall be considered primarilyresponsible to the City for all warranty service, parts and labor applicable
to the goods or equipment provided by bidder under this bid or awazd, irrespective of whether bidder is an
agent, broker, fabricator or manufacturer's dealer. Bidder shall beresponsible for ensuring that warranty work
is performed at a local agency or facility convenient to City and that services, parts and labor aze available and
provided to meet City's schedules and deadlines. City may require bidder to post a performance bond after
contract award to guazantee performance of these obligations. Bidder may establish a service contract with a
local agency satisfactory to City to meet this obligation if bidder does not ordinazily provide warranty service.
20. Addenda
The effect of all addenda to [he bid documents shall be considered m the bid, and said addenda shall be made part of
the bid documents and shall be returned with them. Before submitting a bid, each bidder shall ascertain whedaer or
^ot any addenda have been issued, and failure to cover in this bid any such addenda issued may render the bid
invalid and result in its rejection.
21. Speci£cations to Prevail
The detailedrequirements of the specifications shall supersede any conflictingreference inthese General Provisions
that are in conflict therewith.
22. Taxes ~ -
The City will furnish Exemption Certificates for Federal Excise Tax. The City is liable for State, City and County
Sales Taxes. Do not include this tax in the amount bid. However, tax is to be added by the successful bidder to the
net amount invoiced. All or any portion of the City Sales Tax returned to the City will be considered in the
evaluation of bids.
Z3. Conflict of Interest
No City employee or elected or appointed member of City government, or member of the employee' s immediate
family, may participate directly or indirectly in the procurement process pertaining [o this bid if they:
(a) Haveafmancialinterestorotherpersonalinterestthatisincompatiblewiththeproperdischazgeoftheirofficial
duties in the public interest or would tend to impair their independence, judgment or action in the performance
of their official duties.
(b) Are negotiating for or have an arrangement concerning prospective employment with bidder. The bidder
warrants to the best of his knowledge that the submission of the bid will not create such conflict of interest. In
the event such a conflict occurs, the bidder is to report it immediately to the Purchasing Agent. For breach or
violation ofthis warranty, the City shall have the right to annul this contract without liability at its discretion,
and bidder maybe subject to damages and/or debarment or suspension.
24. Gratuities
The City may rescind the right of the bidder to proceed under this agreement if it is found that gratuities in the form
of entertainment, gigs, or otherwise are offered or given by the bidder, or any agent or representative of the bidder,
to any officer or employee of the City with the intent of influencing awazd ofthis agreement or securing favorable
treatment with respect to performance ofthis agreement
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25. Faithful Performauce Bond
Successful bidder may be required to famish the City with a surety bond conditioned upon the faithful performance
of the confract. This may take the form of a bond executed by a surety company authorized to do business in the
State of Calffornia and approved bythe City of Chula Vista, an endorsed Certificate of Deposit, or a money order or
a certified check drawn on a solvent bank. The bond shall be in a sum equal to one hundred percent (100%) of the
amount of the contract price. Such bond or deposit shall be forfeited to the City iu the event that bidder receiving
the contract shall fail or refuse to fulfill the requirements and all terms and conditions of the contract.
Z6. Insurance
Should work be required on City premises, bidder shall provide proof of liability and property damage insurance
prior to performance of duties. Coverage shall be from a company authorized to transact business in the State of
California and shall be in an amount not less than $1,000,000 combined single limit (CSL), unless otherwise
specified. The City of Chula Vista shall be named as an additional insured andthirty(30) days notice ofcancellation
shall be indicated. Worker' s Compensation coverage for each employee engaged in work on City premises is
required. Bidder is solely responsible for all insurance premium payments.
27. Indemnification
Bidder shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, employees,
and agents, from and against all claims for damages, liability, and expenses (including attorney' s fees) arising out
of this agreement and/or bidder's performance hereunder, except as to such damages, liability, and expenses due to
the sole negligence or willful acts of the City, its officers, employees or agents.
28. Award of Contract
(a) Bids wIl1 be analyzed and award will be made to the lowest, responsive and responsible bidder whose bid
conforms to the solicitation and whose bid is considered to be most advantageous to [be City, price and other
factors considered. Factors to be considered may include, but aze not limited to: bidder's past performance,
total unit cost, economic cost analysis, life cycle costs, warranty and. quality, maintenance cost, durability, the
operational requirements ofthe City and any other factors which will result in the op[immn economic benefit to
the City.
(b) The City reserves the right to reject any item or items, to waive informalities, technical defects and minor
irregularities in bids received; and to select the bid(s) deemed moss advantageous to the City. The City will,
however, consider bids submitted on an "all or nothing" basis if the bid is clearly designated as such.
(c) The City reserves the right to award one or more contracts on the bids submitted, either by award of alL items to
one bidder or by award of separate items or groups of items to vaz-ious bidders as the interests of the City may
require, unless dte bidder clearly specifies otherwise in his bid.
(d) For the purpose of evaluating bids for multiple awards, the sum of $100.00 is considered to be the
administrative cost to the City for issuing and administering each contract awarded under this solicitation, and
individual awards will be made for the items and combinations of items which result in the lowest aggregate
price to the City, including such administrative cost.
(e) Upon acceptance by the City of Chula V ista, the solicitation, bid, proposal, or price quotation and a purchase order
issued to the successful bidder shall be deemed to result in a binding contract incorporating those terms and these Genernl
Provisions without further action required by.either party. Items are to be furnished as described in the bid and in strict
conformity with all instructions, conditions, specifications, and provisions in the complete contract, as defined by this
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clause 28 or any related integated agreement .
29. Bid Results
To obtain bid results, either (1) attend bid opening or (2)provide aself-addressed, stamped envelope referencing
bid number, and bid tabulation will be mailed to you upon verification of extensions or (3) visit the Purchasing
Department no sooner than three (3) working days after bid. opening to re~~ew bid tabulation. Due to time
constraints, bid results cannot be given out over the phone.
30. Protests
Protests by unsuccessfiil bidden to the selecfion for award shall be submitted in writing to the Purchasing Agent no
later than ten(10)calendardaysafterawazdrecommendation. Theunsuccessfitlbiddershallhave[herighttoappeaz
at the City Council to protest any awazd to be confirmed by Council. Failure to submit a timely writtenprotest to the
Purchasing Agent shall bar consideration of such protest.
31. Documentation
Due to the time constraints [hat affect contract performance, all required documents, certificates of insurance and
bonds shall be provided to the City within ten (10) calendaz days following award or date of request by City,
whichever is later. Any failure to comply may result in bid being declared non-responsiveaud rejected, and at City's
option the bid bond maybe attached for damages suffered
32. Discounts
(a) Prompt payment discounts offered forpayment within less tban fifteen(15)calendaz days will not be considered
in evaluating bids for awazd. However, offered discounts of less than 15 days will be taken if payment is made
within the discount period, even though not considered in the evaluation of bids.
(b) Inconnec[ionwithanydiscountoffered,timewillbecomputedfromdateofdeliveryandacceptance,orinvoice
receipt, whichever is later. Payment is deemed to be made for the purpose of earning the discount on the date of
mailing of the City check.
(c) Anydiscountofferedotherthanforpromptpaymentshouldbeincludedinthenetpricequotedandno[included
in separate terms. In the event this is not done, the City reserves the right to accept the discount offered and
adjust prices accordingly on the Purchase Order. -
33. Seller's Invoice
Invoices shall be prepared and submitted in duplicate to address shown on the Purchase Order. Separate invoices are
required for each Purchase Order. lnvoices shall contain the following information: Purchase Order number, item
number, description of supplies or services, sizes, unit of measure, quantity, unit price and extended totals.
34. Inspection and Acceptance
Inspection and acceptance will be at destination unless specified otherwise, and will be made by the City depamnent
shown in the shipping address or other duly authorized representative ofthe City. Until delivery and acceptance, and
after any rejection, risk of loss will be on the bidder unless loss results from negligence of the City.
35. Lost and Damaged Shipments
Risk of loss or damage to items prior to the time of their receipt and acceptance by the City is upon the bidder. The
City has no obligation to accept damaged shipments and reserves the right to return atthe bidder's expense damaged
merchandise even though the damage was not apparent or discovered until after receipt of the items.
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36. Late Shipments
Bidder is responsible to notify the City department receiving the items and the Purchasing Agent of any late or
delayed shipments. The City reserves the right to cancel all or any part of an order if the shipment is not made as
promised.
37. Document Ownership
(a) All technical documents andrecords originated or prepazedpursuant to this contract, including papers, reports,
charts, and computer programs, shall be delivered to and become the exclusive property of the City and maybe
copyrighted by the City. Bidder assigns all copyrights to City by undertaking this agreement.
(b) All inventions, discoveries, enhancements, changes, orimprovements ofcomputerprograms developedpursuant
to this contract shall be the property of the City, and all patents or copyrights shall be assigned to City, unless
otherwise agreed. Bidder agrees that City may make modifications to computer software famished by bidder
without infringing bidder's copyright or any license granted to City.
38. Advertisements, Product Endorsements
City employees and agencies or organizations funded by the City of Chula Vista aze prohibited from making
endorsements, either implied or direct, of commercial products or services without written approval of the City
Manager. No bidder may represent that the City of Chula V ista has endorsed their product or service without the
Purchasing Agent' s prior written approval.
39. City Provisions to Prevail
Except as indicated in the specifications, the City's standard General Provisions shall govern any contract award.
Any standazd terms and wnditions of bidder submitted by bidder shall not be acceptable to City unless expressly
agreed to by the City. The City reserves the right to reject bidder's bid as non-responsive, to consider the bid
without bidder's standard terms and conditions, or to require bidder to delete reference to such as a condition of
evaluation or awazd of the bid. lf, after awazd of contract, bidder (contract vendor) shall provide materials or
services accompanied by new or additional standard terms or conditions, they too shall be considered void and City
may require deletion as a further condition of performance by vendor. To the eaten[ not otherwise provided for by
the contract documents, the California Commercial Code shall apply.
40. Invalid Provisions
In the event that any one or more of the provisions of this agreement shall be found to be invalid, illegal or
unenforceable, the remaining provisions shall remain in effect and be enforceable.
47. Amendments and Modifications
The Purchasing Agent may a[ any time, by written order, and without notice to the sureties, make a modification to
the contract or an amendment to The Purchase Order, within the general scope of this contract, in (1) quantity of
materials or service, whether more or less; (2) drawings, designs, or specifications, where the supplies to be
furnished are to be specially manufactured for the City; (3) method of shipment or packing; and (4) place of delivery.
If any such change causes an increase or decrease in the cost or the time required for the performance of [his
contract, an equitable adjustment shall be made by written modification of the contract or amendment to the
Purchase Order. Any claim by the bidder for adjustment under [his clause must be asserted within 30 calendaz days
from the notification date.
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42. Assignment
Vendor shall not assign or delegate dories or responsibilities under this ageement, in whole or in part, without prior
written approval of the City.
43. Disputes
Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this
contract which is not disposed of by ageement shall be decided by the Purchasing Agent, who shall reduce this
decision to writing and. mail a copy to the bidder. The decision of the Purchasing Agent shall be final and
conclusive, unless bidder requests mediation within ten (10) calendaz days. Pending Snal decision of a dispute,
the bidder shall proceed diligently with the performance of the contract and in accordance with the Purchasing
AgenT' s decision.
44. Mediation
Should an unresolved dispute arise out of this agreement, any parry [nay request that it be submitted to mediation.
The parties shall meet in mediation within thirty (30) days of a request. The mediator shall be ageed to by the
mediating parties; in the absence of an ageement, the parties shall each submit one name from mediators listed by
either the American Arbittation Association, the California State Board of Mediation and Conciliation, or other
ageed-upon service. The mediator shall be selected by a Blindfold@ process.
The cost ofinediation shall be borne equallyby both parties. Neitherparty shall be deemed the prevailingparty. No
party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to
reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last
untll ageement is reached by the parties but not more than sixty (60) days, unless the maximum time is extended by
both parties.
45. Lawful Performance
Vendor shall abide by all Federal, State and Local Laws, Ordinances, Regulations, and Statutes as may be related to
the performance of duties under this agreement. In addition, all applicable permits and licenses required shall be
obtained by the vendor, at vendor's sole expense.
46. Business License
Chula Vista Municipal Code Section 5.02.020 requires all vendors doing business with the Cityto obtain aBusiness
License. Section 5.02.20 states: ![ is unlawful for any person, or for orry person os agent, clerk or employee, either
for hinzselforfor any other person, within the corporate limits ofthe Ciry, to transact, engage in, or carry on any
business, show, ezlzibi6on or game hereinafter specifted without fzrst having procured a license.
47. Annual Appropriation of Funds
Multi-year term supply and service contracts and leases are subject to annual appropriation of funds by the City
Council. Payments made undertenn contracts and leases are considered items of current expense. Purchase Orders
aze funded when issued; therefore, they are current expense items and aze not subject to any subsequent
appropriation of funds.
In the event sufficient funds are not appropriated for the payment of lease payments or anticipated term contract
payments required to be paid in the next occurring lease of contract term., and ifno funds are legally available from
other sources, Ttte lease or contract may be terminated at the end of the original term or renewal term and the City
shall not be obligated to make further payments beyond the then current original or renewal term. The CiTy will
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INMATE TRANSPORTATION
provide notice of its inability to continue fhe lease or contract at such time as the Purchasing Agent is aware of the
non-appropriation of funds. However, failure to notify does not renew the term of the lease or contract. The City
has no monetary obligation in event of termination or reduction of a term contract since such contracts represent
estimated quantities and is not funded as a contract except to the extent of the Purchase Orders issued.
48. Extension
When in the City's best interest, this agreement maybe extended on a daily, month-to-month, or amual basis by
mutual agreementofbothparties. Services and/or materials received under an extension shall be in accordance with
pricing, terms, and conditions, as described lierein.
49. Debarment
The Purchasing Agent may recommend to the City Council that the person or business be debarred from
consideration forawazdofcontracts. The period ofdebannentwillbecontingentupontheseverityofcause. Causes
for debarment include:
(a) Conviction under state or federal statutes ofembezzlement, theft, forgery, bribery, falsification or des[mcdon of
records, receiving stolen property, or other offense indicating a lack of business integrity or business honesty
which directly affects responsibility as a City bidder.
(b) Violation of contract provisions which is regazded by the Purchasing Agent to be so serious as to justify
debarment action, including:
(1) Deliberate failurewithou[goodcausetoperforminaccordancewiththespecificationsorwithinthetime
limit provided in the contract; or
(2) A recent record of falure to perform or of unsatisfactory performance in accordance with the terms of
one or more contracts;
(3) Two or more claims of computational error in bid submission within a two yeaz period.
(c) Debarment by another governmental entity.
(d) Any other cause the Purchasing Agent deems to be so serious and compelling as to affect responsibility as a
City bidder. A bidder may be permanently debarred for the following causes:
(1) Cotlusioninbidding.
(2) Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a
contract or subwnttact with the City of Chula Vista or in the performance of such contract or
subcontract.
(3) Conviction under State or Federal antitrust statutes arising out of the submission of bids or proposals.
50. Termination
The City may terminate this agreement and be relieved of any consideration [o the vendor should vendor fail to
perform in the manner required. Furthermore, the City may terminate this agreement for any reason without penalty
upon giving thirty (30) days written notice to the vendor. In the event oftermination, the full extent of City liability
shall be limited to an equitable adjustment and payment for materials and/or services authorized by and received to
the satisfaction of the City prior to termination.
51. Venue
This agreement shall be governed by and interpreted according to the laws of the State of California, and venue for
any proceeding shall be in the County of San Diego.
(ttev an
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ATTACHMENT "A"
SAMPLE OF STANDARD TWO
PARTYAGREEMENT
Agreement between
City of Chula Vista
and
(INSERT NAME OF CONSULTANTJ,
To (INSERT SERVICES TO BE PROVIDED)
This agreement (Agreement), effective [FILL-IN EFFECTIVE DATE], is between the City-
related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the
entity whose name; business form, place of business and telephone numbers are indicated on
Exhibit A, Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS; [INSERT RECITALS; INCLUDE AS MANY AS NEEDED']; and
WHEREAS, [INCLUDE RECITAL DEFINING THE "PROJECT"2]; and
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 Ciry in accordance with the time frames
and the terms and wnditioris of this Agreement.
)End of Recitals. Next Page Starts Obligatory Provisions.)
L Insert the relevant factual backgroundandnecessary findings supporting hiring the Consultant. Also use the Recitals
to define teens or concepts to shorten references to them later in the Agreement. For example, if property is involved
in the agreement, a typical "Whereas" clause may be:
`Whereas, the property which is the subject
matter of this Agreement is commonly known
as and is legally
described in attached Exhibit
("Property"); and'
2. Include a description of the "Project," a defined term in the Agreement. For example:
`Whereas, this Agreement involves work to be
performed in connection with the Eas[ern
Urban Center project (the "Project");'
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OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above aze incorporated into this Agreement by this reference.
ARTICLE I. CONSULTANT'S OBLIGATIONS
A. General
General Duties. Consultant shall perform all of -the services described on Exhibit A,
Pazagraph 7 (General Duties).
2. Scope of Work and Schedule. In performing and delivering the General Duties, Consultant
shall also perform the services, and deliver to Cirythe "Deliverables" described in Exhibit A,
Pazagraph 8, entitled "Scope of Work and Schedule,'' according to, and within the fime
frames set forth in Exhibit A, Paragraph 8, time being of the essence of this agreement. The
General Duties and the work and Deliverables required in the Scope of Work and Schedule
shall be referred to as the "Defined Services." Failure to complete the Defined Services by
the times indicated does not, except at the option of the City, terminate this Agreement.
a. Reductimu in Scope of Il'ork. Citymay independently, or upon request from Consultant,
from time to time, reduce the Defined Services to be performed by the Consultant under
this Agreement. Upon doing so, City and Consultant agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction in the compensation
associated with the reduction.
b. ftdditionol Services. In addition to performing the Defined Services, City may require
Consultant to perform additional consulting services related to the Defined Services
(Additional Services), and upon doing so in writing, if they are within the scope of
services offered by Consultant, Consultant shall perform same on a time and materials
basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 10(C), unless a
separate fixed fee is otherwise agreed upon. All compensation for Additional Services
shall be paid monthly as billed.
3. Standazd of Caze. The Consultant expressly warrants that the work to be performed pursuant
to this Agreement, whether Defined Services or Additional Services, shall be performed in
accordance with the standard of caze ordinarily exercised by members of the profession
currently practichig under similaz conditions and in similaz locations.
a. No A'aiver 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
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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.
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with any
provision, perform any other act, or do any other thing in contravention of federal, state,
temtorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees to
notify City immediately in writing. Should this occur, the City and the Consultant agree that they
will make appropriate arrangements to proceed with or, if necessary, amend or terminate this
Agreement, or portions of it, expeditiously.
1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that all
participants utilized by the Consultantto complete its obligations under this Agreement, such
as subcontractors, comply with all applicable laws, regulations, ordinances, and policies,
whether federal, state, or local, affecting Project imp]ementation. In addition, if a
subcontractor is expected to fulfill any responsibilities of the Consultant under this
Agreement, the Consultant shall ensure that the subcontractor carries out the Consultant's
responsibilities asset forth in this Agreement.
C. Insnrance
1. General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work under this Agreement and the
results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentafion of same prior to comtnencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occun•ence
Form CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability,
Code ] (any auto).
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c. PVC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to the
Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include
contractual liability.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included
in the table below:
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. if Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply sepazately to this
completed Project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
a licable
ii. AutomobIle $1,000,000 per accident for bodily injury, including death, and
Liability: properly damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $],000,000 disease-policy limit
Liability: $1,000,000 disease-each em io ee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liabili
4. Deductibles and Self-Insured Retentions. Any deductibles orself-insured retentions must be
declared to and approved by the City. At the option of the City, either the insurer will reduce
or eliminate such deductibles orself-insured retentions as they pertain to the City, its officers,
officials, employees and volunteers; or the Consultant will provide a financial guazantee
satisfactory to the City guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
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5. Other Insurance Provisions. Tlee genera! liability, automobile liability, and where
appropriate, t :e wor er s compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf
of the Consultant, including providing materials, parts or equipment famished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (] 1J85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Any insurance orself-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be
canceled by either party, except after thirty days' prior written notice to the City by
certified mail, return receipt requested. 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" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indenmity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdi~2sion (b) of Section
2782 of the Civil Code.
e. Njaiver ofSubrogation. Consultant's insurer wfl1 provide a Waiver of Subrogation in
favor of the Ciry for each required policy providing coverage for the tear required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on aclaims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
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a. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
b. Cancellation. If coverage is canceled ornon-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a minimum
of five yeazs after completion of the work required by the Agreement.
c. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
Accentability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
on the State of California List of Eligible Surplus Lines Insurers (LESLn with a current
A.M. Best's rating of no less than A X. Exception may be made for the State
Compensation Fund when not specifically rated.
9. Verification of Coveraee. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section LC. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements or
policies conform to the requirements of this Agreement. All certificates and endorsements
are to be received and approved by the City before work commences. 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.
10. Subcontractors. Consultant must include all subconsultants as insureds under its policies or
furnish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
11. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not be
construed to limit the Consultant's obligations under this Agreement, including Indemnity.
D. Security for Performance
1. Performance Bond.. In the event that Exhibit A, at Paragraph 18, hidicates the need for
Consultant to provide a Performance Bond (indicated by a check mazk in the pazenthetical
space immediately preceding the subparagraph entitled "Performance Bond"), then
Consultant shall provide to the City a performance bond, in the amount indicated at Exhibit
A, Pazagraph 18, in the form prescribed by the City and by such surefies which are authorized
to transact such business in the State of California, listed as approved by the United States
Department of Treasury Circulaz 570, httn://www.fms.treas.aov/c570, and whose
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underwriting limitation is sufficient to issue bonds in the amount required by the Agreement,
and which also satisfy the requirements stated in Section 995.660 of the Code of Civil
Procedure, except as provided otherwise by laws or regulations. All bonds signed by an
agent must be accompanied by a certified copy of such agent's authority to act. Surety
companies must be duly licensed or authorized in the jurisdiction in which the Project is
located to issue bonds for the limits so required. Form must be satisfactory to the Risk
Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the pazenthetical space
immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall
provide to the City an irrevocable letter of credit callable. by the City at its unfettered
discretion by submitting to the bank a letter, signed by the City Manager, stating that the
Consultant is in breach ofthe terms of this Agreement. The letter of credit shall be issuedby
a bank, and be in a form and amount satisfactory to the Risk Manager or City Attomey which
amount is indicated in the space adjacent to the term, "Letter of Credit," in Exhibit A,
Pazagraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated
by a check mazk in the parenthetical space immediately preceding the subparagraph entitled
"Other Security"), then Consultant shall provide to the City such other security therein listed
hl a form and amount satisfactory to the Risk Manager or City Attomey.
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose of
reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access to
its office facIlities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of those
materials beyond thirty days after authorization to proceed, shall constitute a basis for the
justifiable delay in the Consultant's performance.
B. Compensation.
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Following Receipt of Billine. Upon receipt of a properly prepazed bill from Consultant,
submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City
shall compensate Consultant for all services rendered by Consultant according to the terms
and conditions set forth in Exhibit A, Paragraph 10, adjacentto the govemiug compensation
relationship indicated by a "checkmark" next to the appropriate an~angement, subject to the
requirements for retention set forth in Pazagraph 18 of Exhibit A, and shall compensate
Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11.
2. Sunnor[ing Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to the
Project in order to permit the City to evaluate that the amount due and payable is proper, and
such billing shall specifically contain the City's account number indicated on Exhibit A,
Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. hi determining the amount ofthe compensation City will exclude any cost: 1)
incurred prior to the effective date of this Agreement; or 2) arising out of or related to the
errors, omissions, negligence or acts of willful misconduct of the Consultant, its agents,
employees, or subcontractors.
a. Errors and Omissions. 1n the event that the City Administrator determines that the
Consultant's negligence, errors, or omissions in the performance of work under this
Agreement has resulted in expense to City greater than would have resulted if there
were no such negligence, errors, omissions, Consultant shall reimburse City for any
additional expenses incurred by the City. Nothing in this paragraph is intended to
limit City's rights under other provisions of this Agreement.
4. Payment Not Final Approval. The Consultant understands and agrees that pa}~rnent to the
Consultant for any Project cost does not constitute a City final decision about whether that
cost is allowable and eligible for payment under the Project and does not constitute a waiver
of any violation of Consultant of the terms ofthe Agreement. The Consultant acknowledges
that City will not make a final determination about the eligibility of any cost until the final
payment has been made on the Projector the results of an audit of the Project requested by
the City has been completed, whichever occurs latest. If City determines that the Consultant
is not entitled to receive any portion of the compensation due or paid, City will notify the
Consultant in writing, stating its reasons. The Consultant agrees that Project closeout will
not alter the Consultant's responsibility to return any funds due City as a result of later
refunds, corrections, or other similaz transactions; nor will Project closeout alter the right of
City to disallow costs and recover funds provided for the Project on the basis of a later audit
or other review.
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a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
1. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A,
Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes
of the Political Reform Act conflict of interest and disclosure provisions, and shall report
economic interests to the City Clerk on the required Statement of Economic Interests in such
reporting categories as aze specified in Pazagaph 14 of Exhibit A, or if none are specified,
then as determined by the City Attorney.
2. No Participation in Decision. Regazdless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or has
reason to know Consultant has a financial interest other than the compensation pronused by
this Agreement.
Search to Determine Economic Interests. Regardless of whether Consultant is designated as
an FPPC Filer, Consultant wan-ants and represents that Consultant has diligently conducted a
search and inventory of Consultant's economic interests, as the term is used in the regulations
promulgated by the Fair Political Practices Commission, and has determined that Consultant
does not, to the best of Consultant's knowledge, have an economic interest which would
conflict with Consultant's duties under this Agreement.
4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant will
not acquire, obtain, or assume an economic interest during the term of this Agreement which
would constitute a conflict of interest as prohibited by the Fair Political Practices Act.
5. Duty to Advise of Conflicting Interests. Regazdless of whether Consultant is designated as
an FPPC Filer, Consultant further warratrts and represents that Consultant will immediately
advise the City Attorney if Consultant leanis of an economic interest of Consultant's that may
result in a conflict of interest for the purpose of the Fair Political Practices Act, and
regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Consultant warrants, represents and agrees
that
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
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indirectly, whatsoever in any property which may be the subject matter of the
Defined Services, or in any properly within 2 radial miles from the exterior
boundaries of any property which may be the subject matter of the Defined Services,
(Prohibited Interest), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance ofthis Agreement Consultantpromises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
d. Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party that maybe in conflict with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate is
provided in Exhibit A, Pazagraph 13.
1. Estinratin~ Damages. It is acknowledged by both parties that time is of the essence iu the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time period
specified in this Agreement shall result in the following penalty: For each consecutive
calendar day in excess of the time specified for the completion of the respective work
assigmnent or Deliverable, the Consultant shall pay to the City, or have withheld from
monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 13
(Liquidated Damages Rate).
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embazgoes, or other causes
beyond the reasonable control ofthe Consultant, as determined by the City, Consultant shall
be excused from perfomvng that act for the period of time equal to the period of time of the
prevention or delay. >n the event Consultant claims the existence of such a delay, the
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Consultant shall notify the City's Contract Administrator, or designee, in writing of that fact
within ten calendar days after the beginning of any such claimed delay. Extensions of time
will not be granted for delays to minor portions of work unless it can be shown that such
delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
General Requirement. Except for liability for Design Professional Services covered under
Article V., Section A.2., Consultant shall defend, indemnify, protect and hold harmless the
City, its elected and appointed officers, agents and employees, from and against any and all
claims, demands, causes of action, costs, expenses, 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 Defined Sen~ices or this Agreement. This indemnity provision does not
include any claims, damages, liability, costs and expenses (including without limitations,
attorneys fees) azising from the sole negligence, active negligence or willful misconduct of
the City, its officers, employees. 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
City, its agents, officers, or employees which may be in combination with the active or
passive negligent acts or onssions of the Consultant, its employees, agents or officers, or
any third party.
2. Design Professional Services. If Consultant provides designprofessional services, as defined
by California Civil Code section 2782.5, as may be amended from time to time, Consultant
shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury, in law or equity, to property or persons, including wrongful
death, in any manner arising out of, pertaining to, or relating to the negligence, recklessness,
or willful misconduct of Consultant, its officials, officers, employees, agents, consultants,
and contractors arising out ofor in connection with the performance of Consultant's services.
Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or
liabilities arising from the sole negligence, active negligence or willful misconduct of the
City, its agents, officers or employees. This section in no way alters, affects or modifies the
Consultant's obligations and duties under this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above, is
the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any and all
suits, actions or other legal proceedings, that may be brought or instituted against the City,
its directors, officials, officers, employees, agents andlor volunteers, subject to the limitations
in Sections A.1. and A.2. Consultant shall pay and satisfy any judgment, awazd or decree
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that may be rendered against City or its directors, officials, officers, employees, agents and/or
volunteers, for any and all related legal expenses and costs incurred by each ofthem, subject
to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restrictedto insurance
proceeds, if any, received by the City, its directors, officials, officers, employees, agents,
and/or volunteers.
5. Declazations. Consultant's obligations under Article V shall not be limited by any prior or
subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VL TERMINATION OF AGREEMENT
A. Termination for Cause. h; through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any
of the covenants, agreements or stipulations of this Agreement, City shall have the right to
terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. Inthat event, all finished or unfinished documents, data, studies, surveys, drawings,
maps, reports and other materials prepared by Consultant shall, at the option of the City, become
the property of the City, and Consultant shall be entitled to receive just and equitable
compensation, in an amount not to exceed that payable under this Agreement and less any
damages caused City by Consultant's breach, for any work satisfactorily completed on such
documents and other materials up to the effective date of Notice of Temunation.
B. Termination of Agreement for Convenience of City. City may terminate this Ageement at
any time and for any reason, by giving specific written notice to Consultant of such termination
and specifying the effective date thereof, at least thirty (30) days before the effective date of such
termination. In that event, all finished and unfmished documents and other materials described
hereinabove shall, at the option of the City, become Cit}~s sole and exclusive property. If the
Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to
receive just and equitable compensation, in an amount not to exceed that payable under this
Agreement, for any satisfactory work completed on such documents and other materials to the
effective date of such termination. Consultant hereby expressly waives any and ail claims for
damages or compensation arising under this Agreement except as set forth in this section.
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ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees to maintain, intact and readily accessible, all data, documents,
reports, records, contracts, and supporting materials relating to the Project as City may require.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit, and
require its subcontractors to permit City or its authorized representatives, upon request, to ntspect
all Proj ect work, materials, payrolls, and other data, and to audit the books, records, and accounts
of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting and
record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendaz days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the City
may require. The Consultant also agrees to obtain any other audits required by City. Consultant
agrees that Project closeout will not alter Consultant's audit responsibilities. Audit costs are
allowable Project costs.
C. Project Closeout. Project closeout occurs whenCitynotifiestheConsultantthatCityhasclosed
the Project, and either forwards the final payment or aclatowledges that the Consultant has
remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any wunet requirements set
forth in a written notification from City.
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign aziy interest in this Agreement, and shall not transfer any interest in the same (whether by
assignment or notation), without prior written consent of City.
1.Limited Consent. City hereby consents to the assignment of the portions of the
Defined Services identified in Exhibit A, Pazagtzph 16 to the subconsultants
identified as "Permitted Subconsultants."
B. Ownership, Publication, Reproduction and Use of Material All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other materials or
properties produced under this Agreement shall be the sole and exclusive property of City. No
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such materials or properties produced in whole or in part under this Agreement shall be subject
to private use, copyrights or patent rights by Consultant in the United States or in any other
country without the express written consent of City. City shall have unrestricted authority to
publish, disclose (except as may be limited by the provisions of the Public Records Act),
distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies,
data, statistics, forms or other materials or properties produced under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner vid means of performing
the services required under this Agreement. City maintains the right only to reject or accept
Consultant's work products. Consultant and any of the Consultant's agents, employees or
representatives aze, for all purposes under this Agreement, independent contractors and shall not
be deemed to be employees of City, and none of them shall be entitled to any benefits to which
City employees aze entitled including but not limited to, overtime, retirement benefits, worker's
compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold
state or federal income tax, social security tax or any other payroll tax, and Consultant shall be
solely responsible for the payment of sanie and shall hold the City harmless with regard to them.
1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever, as an agent
or otherwise. Consultant shall have no authority, express or implied, to bind City or its
members, agents, or employees, to any obligation whatsoever, unless expressly provided in
this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and shall
require that its agents, employees, subcontractors agree that City shall not be responsible for
any obligations or liabilifies to any third parry, including its agents, employees,
subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation, subagreement,
or third party contract at any tier, City shall have no obligation or liability to any person or
entity not a party to this Agreement.
D. 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 from time to time be amended, the
provisions of which are incorporated by this reference as if fully set forth herein, and such
policies and procedures used by City in the implementation of same. 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.
E. Administrafion of Contract. Each parry designates the individuals (Contract Administrators)
indicated on Exhibit A, Pazagraph 12, as that party's contract administrator who is authorized by
43
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the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is agreed
that the prevailing party shall be entitled to a judgment against the other for an amount equal to
reasonable attorneys' fees and court costs incurred. The "prevailing party" shall be deemedto be
the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepares a report or document, or participates
in the preparation of a report or document in perfomring the Defined Services, Consultant shall
include, or cause the inclusion of, in the report or document, a statement of the numbers and cost
in dollar amounts of all contracts and subcontracts relating to the preparation of the report or
document.
I. Consultant is ReatEstate Broker and/or Salesman. Ifthe box on Exhibit A, Pazagraph 15 is
marked, the Consultant and/or its principals is/are licensed with the State of California or some
other state as a real estate broker or salesperson. Otherwise, Consultant represents that neither
Consultant, nor its principals are licensed real estate brokers or salespersons.
Notices. All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be ht 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 as the places of business for each of the
designated parties.
K. Integrafion. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties relating
to the subject matter hereof. Neither this Agreement nor any provision of it maybe amended,
modified, waived or dischazged except by an instrument in writing executed by the pazty against
which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to the
other parry that it has legal authority uid capacity and drrection from its principal to enter into
this Agreement, and that all necessary resolutions or other actions have been taken so as to
enable it to enter into this Agreement.
M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Any action aiising under or relating to this Agreement
shall be brought only in the federal or state courts located in San Diego County, State of
California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for
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this Agreement, and performance under it, shall be the City of Chula Vista.
(End of page. Neat page is signature page.)
45
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Signature Page
to
Agreement between
City of Chula Vista and
[INSERT NAME OF CONSULTANT],
To )INSERT SERV fCES TO BE PROVIDED]
IN W ITNESS WIIEREOF, City and Consultant have executed this Agreement, indicating that they have read
and understood same, and indicate their full and complete consent to its teems:
City ofChula Vista
By:
)INSERT NAME OF SIGNATORY, e.g.,
Mayor, Sr. Procurement Specialist,
City Manager)
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen R. Googius, City Attorney
[INSERT NAME OF CONSULTANT),
By:
)INSERT SIGNATORY TITLE)
Exhibit List to Ageement: Exhibit A
[LIST ADDITIONAL EXFIIBTTS, AS NECESSARY]
Exhibit A
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4-50
to
Agreement between
City of Cbula Vista
and
[INSERT NAME OF CONSULTANT)
1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of
the effective date stated on page 1 of the Agreement.
2. City-Related Entity: [CHECK ONE]
( )City of Chula Vista, a municipal chartered corporation of the State of California
OThe Chula Vista Public Financing Authority, a
OThe Chula Vista Industrial Development Authority, a
OOther:
(City)
3. Place ofBusiness for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
[INSERT CONSULTANT'S NAME]
5. Business Fonn of Consultant:
( )Sole Proprietorship
OPartnership
OCorporation
a [insert business form]
6. Place of Business, Telephone and Fax Number of Consultant:
[INSERT CONSULTANT'S ADDRESS AND PHONE AND FAX NO5.]
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7. General Duties:
[INSERT GENERAL DESCRIPTION OF WORK TO BE PERFORMED BY
CONSULTANT.]
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
[INSERT DETAILED DESCRIPTION OF WORK TO BE PERFORMED BY
CONSULTANT.]
B. Date for Commencement of Consultant Services:
OSame as Effective Date of Aa Bement
()Other:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. 1:
Deliverable No. 2:
Deliverable No. 3:
D. Date for completion of all Consultant services:
9. Materials Required to be Supplied by City to Consultant:
10. Compensation:
A. OSingle Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
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Single Fixed Fee Amount:
Milestone or Event or Deliverable
payable as follows:
Amount or Percent of Fixed Fee
O 1. Interim Monthly Advances. The City shall make interim monthly advances against
the compensation due for each phase on a percentage of completion basis for each
given phase such that, at the end of each phase only the compensation for that phase
has been paid. Any payments made hereunder sha1L be considered as interest free
loans that must be retumed to the City if the Phase is not satisfactorily completed. Lf
the Phase is satisfactorily completed, the City shall receive credit against the
compensation due for that phase. The retention amount or percentage set forth in
Paragraph 19 is to be appfied to each interim payment such that, at the end of the
phase, the full retention has been held back from the compensation due for that phase.
Percentage of completion of a phase shall be assessed in the sole and unfettered
discretion by the Contracts Administrator designated herein by the City, or such other
person as the City Manager shall designate, but only upon such proof demanded by
the City that has been provided, but in no event shall such interim advance payment
be made unless the Consultant shall have represented in writing that said percentage
of completion of the phase has been performed by the Consultant. The practice of
making interim monthly advances shall not convert this agreement to a time and
materials basis of payment.
B. OPhased Fixed Fee Arrangement.
Por the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City shall pay the fixed fee associated with each phase of Services, in the
amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence
Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall
have issued a notice to proceed to Consultant as to said Phase.
Phase
Fee for Said Phase
1.
2.
3.
O 1. Interim Monthly Advances. The City shall make interim montlrly advances against
the compensation due for each phase on a percentage of completion basis for each given
phase such that, at the end of each phase only the compensation for that phase has been
paid. Any payments made hereunder shall be considered as interest free loans that must
be returned to the City if the Phase is not satisfactorily completed. If the Phase is
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4-53
satisfactorily completed, the City shall receive credit against the compensation due for
that phase. The retention amount or percentage set forth in Paragraph 18 is to be applied
to each interim payment such that, at the end of the phase, the full retention has been held
back from the compensation due for that phase. Percentage of completion of a phase shall
be assessed in the sole and unfettered discretion by the Contracts Administrator
designated herein by the City, or such other personas the City Manager shall designate,
but only upon such proof demanded by the City that has been provided, but in no event
shall such interim advance payment be made unless the Consultant shall have represented
in writing that said percentage of completion of the phase has been performed by the
Consultant. The practice of making interim monthly advances shall not convert this
agreement to a time and materials basis of payment.
C. OHourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall
pay Consultant for the productive hours of time spent by Consultant in the
performance of said Services at the rates or amounts set forth in the Rate
Schedule herein below according to the fallowing terms and conditions.
(1) ONot-to-Exceed Limitation on Time and Materials An~angement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all ofthe
Defined Services hereinrequired of Consultant for $ ,including
all Materials, and other "reimbursables" (Maximum Compensation).
(2) OLimitation without Further Authorization on Time and Materials Arrangement
At such time as Consultant shall have incurred time and materials equal to
$ (Authorization Limit), Consultant shall not be entitled to any
additional compensation without further authorization issued in writing and approved by the
City. Nothing herein shall preclude Consultant from providing additional Services at
Consultant's own cost and expense. See Exhibit B for wage rates.
OHourly rates may increase by 6% for services rendered after [month], 20, if delay in
providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
O None, the compensation includes all costs.
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O Reports, not to exceed $
() Copies, not to exceed $
() Travel, not to exceed $
O Printing, not to exceed $
() Postage, not to exceed $
O Delivery, not to exceed $
() Outside Services:
O Other Actual Identifiable Direct Costs:
not to exceed $
not to exceed $
12. Contract Administrators:
City:
Consultant:
13. Liquidated Daznages Rate:
() $ per day.
()Other:
Cost or Rate
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of hrterest Code
(Chula Vista Municipal Code chapter 2.02):
()Not Applicable. Not an FPPC Filer.
O FPPC Filer
O Category No. 1. Investments, sources of income and business interests.
OCategory No. 2. Interests in real property.
O Category No. 3. Investments, business positions, interests in real property, and sources of
income subject to the regulatory, permit or licensing authority of the department
administering this Agreement.
OCategory No. 4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of real
property.
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OCategory No. 5. Investments and business positions in business enfifies and sources of
income that, within the past two yeazs, have contracted with the City of Chula Vista or
the City's Redevelopment Agency to provide services, supplies, materials, machinery or
equipment.
OCategory No. 6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
OList Consultant Associates interests in real property within 2 radial miles of Project
Property, if any:
15. ()Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period oftime:
()Monthly
OQuarterly
()Other:
B. Day of the Period for submission of Consultant's Billing:
() First of the Month
O 15th Day of each Month
()End of the Month
OOther:
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C. City's Account Number: [TO B1L AS5IGA'ED]
18. Security for Performance
OPerformance Bond, $
() Letter of Credit, 9
OOther Security:
Type:
Amount: $
ORetention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Consultant sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, fisted below, has
occurred:
( )Retention Percentage:
ORetention Amount: $_
Retention Release Event:
O Completion ofAll Consultant Services
OOther:
OOther: The Retention Amount may be released on a monthly basis provided that
Consultant has performed said monthly services to the sole satisfaction of the Assistant City
Manager/Director of Development Services or his designee.
53
4-57.
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Gl n R. Googins ~~
City Attorney
Dated: ~
AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA POLICE DEPARTMENT AND
NATIONAL PUBLIC SAFETY, INC.
TO PROVIDE TRANSPORTATION SERVICES
FOR PRISONERS
4-58
Parties and Recital Page(s)
Agreement between
City of Chula Vista Police Department
.and
Advantage Sentry and Protection Inc
Or ASAP Security,
To Provide Transportation Services for Prisoners
This agreement ("Agreement"), dated June 26th, 2012, for the purposes of reference only,
and effective as of the date last executed unless another date is otherwise specified in Exhibit A,
Paragraph 1, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business form is set forth on Exhibit A, Paragraph 3, and ASAP Security
("Contractor") as indicated on the attached Exhibit A, Paragraph 4, whose business form is set
forth on Exhibit A, Paragraph 5, and whose place of business and telephone numbers are set
forth on Exhibit A, Paragraph 6, and is made with reference to the following facts:
Recitals
WHEREAS, the City of Chula Vista Police Department desires to use the services of
Contractor for providing transportation services for prisoners;
WHEREAS, for reasonable consideration provided thereto, Contractor desires to offer
said services; and
WHEREAS, Contractor warrants and represents that they are experienced and staffed in
a manner such that they are and can deliver the services required of Contractor to City within the
time frames herein provided all in accordance with the ternis and conditions of this Agreement.
(End of Recitals. Next Page starts Obligatory Provisions.)
Page 1
4-59
NOW, THEREFORE, BE IT RESOLVED that the City and Contractor do hereby mutually agree
as follows:
All of the Recitals above are hereby incorporated into this Agreement.
ARTICLE I. CONTRACTOR'S OBLIGATIONS
A. General
General Duties. Contractor shall perform all of the services described on the attached
Exhibit A, Pazagraph 7, entitled "General Duties".
2. Scope of Work and Schedule. In the process of performing and delivering said "General
Duties", Contractor shall also perform all of the services described in Exhibit A,
Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General
Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and
deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the
time frames set forth therein, time being ofthe essence of this Agreement. The General
Duties and the work and deliverables required in the Scope of Work and Schedule shall
be herein referred to as the "Defined Services". Failure to complete the Defined Services
by the times indicated does not, except at the option of the City, terminate this
Agreement.
Reductions in Scope of Work. City may independently, or upon request from
Contractor, from time to time, reduce the Defined Services to be performed by the
Contractor under this Agreement. Upon doing so, City and Contractor agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with said reduction.
ii. Additional Services. In addition to performing the Defined Services herein set forth,
City may require Contractor to perform additional consulting services related to the
Defined Services ("Additional Services"), and upon doing so in writing, if they are
within the scope of services offered by Contractor, Contractor shall perform same on
a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 10 (C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Contractor expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
i. 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 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 or its subcontractors.
4-60 Page 2
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Contractor must comply with the federal or state law and implementing regulations. No
provision of the Agreement requires the Contractor to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
temtorial, or local law, regulation, or ordinance. If compliance with any provision of the
Agreement violates or would require the Contractor to violate any law, the Contractor agrees
to notify City immediately in writing. Should this occur, the City and the Contractor agree
that they will make appropriate arrangements to proceed with or, if necessary, terminate the
Project, or portions thereof, expeditiously.
Subcontractors. Contractor agrees to take appropriate measures necessary to ensure that
all Project participants, such as subcontractors, comply with all applicable laws,
regulations, ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Contractor under this Agreement, the Contractor shall assure that the subcontractor
carries out the Contractor's responsibilities as set forth in this Agreement.
C. Insurance
General. Contractor must procure and maintain, during the period of performance of this
Agreement, and for twelve (12) months after completion, policies of insurance from
insurance companies to protect against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the work under the
Agreement and the results of that work by the Contractor, his agents, representatives,
employees or subcontractors and provide documentation of same prior to commencement
of work.
2. Minimum Scone of Insurance. Coverage must be at least as broad as:
i. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
ii Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
iii. WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
iv. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the Contractor's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
3. Minimum Limits of Insurance. Contractor must maintain limits no less than those
included in the table below:
Page 3
4-61
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply separately to this
completed project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
a licable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each employee
iv. Professional $1,000,000 each occurrence -
Liability or Errors
& Omissions
Liability:
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Contractor will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
i. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Contractor, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Contractor, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the contractor's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
ii. Primary Insurance. The Contractor's General Liability insurance 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 of the
Page 4
4-62
contractor and in no way relieves the contractor from its responsibility to provide
insurance.
iii. Cancellation. The insurance policies required must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice
to the City by certified mail, return receipt requested. 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" shall be deleted from all certificates.
iv. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
v. Waiver of Subrogation. Contractor's insurer will provide a ~?aiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
i. Retro Date. The "Retro Date" must be shown, and must be before the date of the
contract or the beginning of the contract work.
ii. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of the contract work.
iii. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the contract effective date, the
Contractor must purchase "extended reporting" coverage for a minimum of five (5)
years after completion of contract work.
iv. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. 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. Exception may be made for the State Compensation
Fund when not specifically rated.
Verification of Coverage. Contractor shall furnish the City with original certificates and
amendatory endorsements affecting coverage required by Section C. The endorsements
should be on insurance industry forms, provided those endorsements or policies conform
to the contract requirements. All certificates and endorsements are to be received and
Page 5
4-63
approved by the City before work commences. 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.
9. Subcontractors. Contractors must include all subcontractors as insureds under its policies
or famish sepazate certificates and endorsements for each subcontractor. All coverage for
subcontractors is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Contractor's obligations under this Agreement, including
Indemnity.
D. Security for Performance
Performance Bond. In the event that Exhibit A, at Paragraph 18,-indicates the need for
Contractor to provide a Performance Bond (indicated by a check mark in the
parenthetical space immediately preceding the subparagraph entitled "Performance
Bond"), then Contractor shall provide to the City a performance bond in the form
prescribed by the City and by such sureties which are authorized to transact such business
in the State of California, listed as approved by the United States Department of Treasury
Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is
sufficient to issue bonds in the amount required by the agreement, and which also satisfy
the requirements stated in Section 995.660 of the Code of Civil Procedure, except as
provided otherwise by laws or regulations. All bonds signed by an agent must be
accompanied by a certified copy of such agent's authority to act. Surety companies must
be duly licensed or authorized in the jurisdiction in which the Project is located to issue
bonds for the limits so required. Form must be satisfactory to the Risk Manager or City
Attorney which amount is indicated in the space adjacent to the term, "Performance
Bond", in said Exhibit A, Paragraph 18.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Contractor to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Contractor shall provide to the City an irrevocable letter of credit callable by the City at
their unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Contractor is in breach of the terms of this Agreement. The letter of credit
shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager
or City Attorney which amount is indicated in the space adjacent to the term, "Letter of
Credit", in said Exhibit A, Paragraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Contractor to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mark in the parenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Contractor shall provide to the City such
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attorney.
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E. Business License. Contractor agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regulazly consult the Contractor for the purpose
of reviewing the progress of the Defined Services and Schedule therein contained, and to
provide direction and guidance to achieve the objectives of this Agreement. The City shall
permit access to its office facilities, files and records by Contractor throughout the term of
the agreement. In addition thereto, City agrees to provide the information, data, items and
materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay in
the provision of these materials beyond thirty (30) days after authorization to proceed, shall
constitute a basis for the justifiable delay in the Contractor's performance of this agreement.
B. Compensation.
Following Receipt of Billing. Upon receipt of a properly prepared billing from
Contractor submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but
in no event more frequently than monthly, on the day of the period indicated in Exhibit
A, Paragraph 17, City shall compensate Contractor for all services rendered by
Contractor according to the terms and conditions set forth in Exhibit A, Paragraph 10,
adjacent to the governing compensation relationship indicated by a "checkmazk" next to
the appropriate arrangement, subject to the requirements for retention set forth in
Paragraph 18 of Exhibit A, and shall compensate Contractor for out of pocket expenses
as provided in Exhibit A, Paragraph 11.
2. Supporting Information. Any billing submitted by Contractor shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable
thereunder is proper, and such billing shall specifically contain the City's account number
indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost 1)
incurred prior to the effective date of this Agreement; 2) arising out of or related to the
errors, omissions, negligence or acts of willful misconduct of the Contractor, its agents,
employees, or subcontractors.
Errors and Omissions. In the event that the City Administrator determines that the
Contractors' negligence, errors, or omissions in the performance of work under this
Agreement has resulted in expense to City greater than would have resulted if there
were no such negligence, errors, omissions, Contractor shall reimburse City for any
additional expenses incurred by the City. Nothing herein is intended to limit City's
rights under other provisions of this agreement.
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4. Payment Not Final A nroval. The Contractor understands and agrees that payment to the
Contractor for any Project cost does not constitute a City final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Contractor of the terms of the Agreement. The Contractor
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Contractor is not entitled to receive any portion of the compensation
due or paid, City will notify the Contractor in writing, stating its reasons. The Contractor
agrees that Project closeout will not alter the Contractor's responsibility to return any
funds due City as a result of later refunds, corrections, or other similaz transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
i. Contractor's Obligation to Pay. Upon notification to the Contractor that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Contractor agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Contractor
1. Contractor is Designated as an FPPC Filer. If Contractor is designated on Exhibit A,
Paragraph 14, as an "FPPC filer", Contractor is deemed to be a "Contractor" for the
purposes of the Political Reform Act conflict of interest and disclosure provisions, and
shall report economic interests to the City Clerk on the required Statement of Economic
Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
No Participation in Decision. Regardless of whether Contractor is designated as an FPPC
Filer, Contractor shall not make, or participate in making or in any way attempt to use
Contractor's position to influence a governmental decision in which Contractor knows or
has reason to know Contractor has a financial interest other than the compensation
promised by this Agreement.
Search to Determine Economic Interests. Regardless of whether Contractor is designated
as an FPPC Filer, Contractor warrants and represents that Contractor has diligently
conducted a seazch and inventory of Contractor's. economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Contractor does not, to the best of Contractor's knowledge, have an
economic interest which would conflict with Contractor's duties under this ageement.
4. Promise Not to Acquire Conflicting Interests. Regardless of whether Contractor is
designated as an FPPC Filer, Contractor further warrants and represents that Contractor
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will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duty to Advise of Conflicting Interests. Regardless of whether Contractor is designated
as an FPPC Filer, Contractor further warrants and represents that Contractor will
immediately advise the City Attorney of City if Contractor learns of an economic interest
of Contractor's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Contractor warrants, represents and
agrees:
i. That neither Contractor, nor Contractor's immediate family members, nor Contractor's
employees or agents ("Contractor Associates") presently have-any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, ("Prohibited
Interest"), other than as listed in Exhibit A, Paragraph 14.
ii. That no promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Contractor or Contractor Associates in connection
with Contractor's performance of this Agreement. Contractor promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
iii. That Contractor Associates shall not acquire any such Prohibited Interest within the
Term of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
iv. That Contractor may not conduct or solicit any business for any party to this
Agreement, or for any third party that may be in conflict with Contractor's
responsibilities under this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
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consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Contractor shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Pazagraph 13 ("Liquidated Damages Rate").
3. Request for Extension of Time. If the performance of any act required of Contractor is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Contractor, as determined by the City,
Contractor shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Contractor claims the existence of
such a delay, the Contractor shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten (10) calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of--the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
General Requirement. Except for liability for Professional Services covered under
Article V, Section (A)(2), Contractor shall defend, indemnify, protect and hold harmless
the City, its elected and appointed officers and employees, from and against any and all
claims, demands, causes of action, costs, expenses, 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, its officials, officers, employees, agents, and contractors, arising out of or in
connection with the performance of the Defined Services or this Agreement. This
indemnity provision does not include any claims, damages, liability, costs and expenses
(including without limitations, attorneys fees) arising from the sole negligence or sole
willful misconduct of the City, its officers, employees. 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 City, its agents, officers, or employees which maybe in
combination with the active or passive negligent acts or omissions of the Contractor, its
employees, agents or officers, or any third party.
2. Professional Services. For those professionals who are required to be licensed by the
state (e.g. azchitects; landscape architects, surveyors and engineers) ("Design
Professionals"), Design Professionals shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers, and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, in any manner arising out
of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or
willful misconduct of Design Professional, its officials, officers, employees, agents,
Contractors, and contractors arising out of or in connection with the performance of the
Design Professional's Services. Also covered is liability arising from, connected with,
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caused by, or claimed to be caused by the active or passive negligent acts or omissions of
the City, its agents, officers, or employees which may be in combination with the active
or passive negligent acts or omissions of the Design Professional, its employees, agents
or officers, or any third party. The Design Professional's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising from the sole negligence
or sole willful misconduct of the City, its agents, officers or employees. This section in
no way alters, affects or modifies the Design Professional's obligation and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections 1 and 2, above, is
the Contractor's obligation to defend, at Contractor's own cost, expense and risk, any and
all aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against the City, its directors, officials, officers, employees, agents and/or
volunteers. Contractor shall pay and satisfy any judgment, award or decree that maybe
rendered against City or its directors, officials, officers, employees, agents and/or
volunteers, for any and all legal expense and cost incurred by each of them in connection
therewith.
4. Insurance Proceeds. Contractor's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Contractor's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Contractor.
6. Enforcement Costs. Contractor agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
Survival Contractor's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Contractor shall fail to fulfill in a timely and
proper manner Contractor's obligations under this Agreement, or if Contractor shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Contractor of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Contractor shall, at the option of the
City, become the property of the City, and Contractor shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Contractor's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
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B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Contractor of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfinished documents and
other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this paragraph,
Contractor shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Contractor hereby
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth herein.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Contractor agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may require.
B. Access to Records of Contractor and Subcontractors. The Contractor agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Contractor agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by CITY, the Contractor agrees to submit a final certification of Project expenses
and audit reports, as applicable.
B. Audit of Contractors. The Contractor agrees to have performed financial and compliance
audits the City may require. The Contractor also agrees to obtain any other audits required
by City. The Contractor agrees that Project closeout will not alter the Contractor's audit
responsibilities. Audit costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Contractor that City has
closed the Project, and either forwazds the final payment or acknowledges that the Contractor
has remitted the proper refund. The Contractor agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE VIIL MISCELLANEOUS PROVISIONS
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A. Assignability. The services of Contractor are personal to the City, and Contractor shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subcontractors identified thereat as
"Permitted Subcontractors".
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Contractor in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Contractor shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Contractor's work products. Contractor and any of the Contractor's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be 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. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Contractor shall be solely responsible for the payment of same and
shall hold the City harmless with regard thereto.
Actions on Behalf of City. Except as City may specify in writing, Grantee shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever, as an
agent or otherwise. Grantee shall have no authority, express or implied, to bind City or
its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obli¢ations to Third Parties. In connection with the Project, the Contractor agrees
and shall require that it's agents, employees, subcontractors agree that the City shall not
be responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that the City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, neither City shall have any obligations
or liabilities to such other party.
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D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this agreement, against the City unless a claim has first been presented
in writing and filed with the City and acted upon by the City in accordance with the
procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from
time to time be amended, the provisions of which are incorporated by this reference as if
fully set forth herein, and such policies and procedures used by the City in the
implementation of same. Upon request by City, Contractor shall meet and confer in good
faith with City for the purpose of resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals ("Contract
Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator
who is authorized by said party to represent them in the routine administration of this
agreement.
F. Term. This Agreement shall terminate when the Parties have compl-ied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Contractor prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Contractor shall include, or cause the inclusion of, in said report or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
I. Contractor is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Contractor and/or their principals is/are licensed with the State of California or
some other state as a licensed real estate broker or salesperson. Otherwise, Contractor
represents that neither Contractor, nor their principals are licensed real estate brokers or
salespersons.
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 herein as the places of business for each
of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated herein, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision hereof may
be amended, modified, waived or discharged except by an instrument in writing executed by
the party against which enforcement of such amendment, waiver or dischazge is sought.
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L. Capacity of Parties. Each signatory and party hereto hereby warrants and represents to the
other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all resolutions or other actions have been taken so as to enable
it to enter into this Agreement.
M. 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 the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
4-73 Page 15
Signature Page
to
Agreement between
City of Chula Vista and
Advantage Sentry and Protection Inc
ASAP Security,
To Provide Armed Transport for Prisoners
IN WITNESS WHEREOF, City and Advantage Sentry and Protection Inc (ASAP
Security) have executed this Agreement thereby indicating that they have read and understood
same, and indicate their full and complete consent to its terms:
Dated:
City of Chula Vista
By:
Cheryl Cox, Mayor
City of Chula Vista
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen Googins, City Attorney
Dated:
[Advantage Sentry and Protection Inc],
By: ~ m~Y--
[Norman LlanesJ
[Owner]
[Name of Person, Title]
Exhibit List to Agreement (X) Exhibit A.
4-74
Page 16
Exhibit A
to
Agreement between
City of Chula Vista
and
Advantage Sentry and Protection Inc.
1. Effective Date of Agreement: Same as final City signature on page 15 of this agreement.
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
()Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of
California - -
()Industrial Development Authority of the City of Chula Vista, a
OOther: , a [insert business form]
("City")
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Contractor:
Advantage Sentry and Protection Inc
ASAP Security
1229 Third Avenue #E
Chula Vista, CA 91911
(619) 425-2727
5. Business Form of Contractor:
OSole Proprietorship
( )Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Contractor:
Advantage Sentry and Protection Inc
ASAP Security
1229 Third Avenue #E
Page 17
4-75
Chula Vista, CA 91911
(619)425-2727
7. General Duties:
Contractor shall provide an armed security guard to transport prisoners who are in the custody of
the Chula Vista Police Department.
The Contractor shall provide:
A. At least one armed security guard who is currently licensed to work in the State of
California by the Department of Consumer Affairs Bureau.
B. All uniforms and equipment for security guard including handcuffs, one less lethal option
and firearm.
C. A secure vehicle specifically designed to transport prisoners safely, as well as all related
fuel, insurance, and maintenance costs.
D. Response to the Chula Vista Police Department within 60 minutes of being notified by
the Chula Vista Police Department.
E. As reasonable, prevent escape of prisoner and report any criminal activity by prisoner to
Chula Vista Police Department.
F. Comply with all rules and regulations at any point of destination such as County Jail or a
medical facility.
G. Billing forms and procedures used shall be acceptable to the City
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
I. Prisoner Transport
The Contractor shall provide transportation of any prisoner at the request of Chula Vista
Police Department. Contractor personnel who provide transportation services shall abide
by all laws, rules and regulations pertaining to prisoner treatment as defined in the
California Penal Code and Title 15 California Code of Regulations, as well as the
Transportation of Dangerous Criminals Act of 2000 (DOJ, CFR 28, Part 97). Contractor
shall submit all prisoner transport personnel to a oriminal background investigation by the
City. Contractor personnel who have not passed the City's background investigation
process shall not be used for the transport of City prisoners. Contractor personnel who
have cleared background and intend to provide transport services for the City must
comply with Chula Vista City Jail Inmate Transportation Policy 3.09, and the
Transportation Officer Guidelines listed in 3.09a.
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4-76
Subject to the provisions of section 11 below, the work shall be paid for on an hourly
basis, which shall include all costs such as transportation, fueling, monitoring, billing,
report review.
II. Accounting and Billings
Contractor shall provide separate invoices for each City prisoner transported.
Every invoice will list all total hours spent transporting prisoner. Invoice shall show total
amount billed to City on annual basis, payments received, and amount due. All work
elements shall be itemized, i.e., personnel charges hours, prisoner name and Chula Vista
Police Department case number. City shall be billed within four (4) weeks of work
performance. Contractor shall only be paid for work done at the request of the City.
If additional work is requested by others, Contractor shall obtain a verbal authorization
from the City. In addition, the Contractor shall include on respective invoice the
following documentation for said additional work:
1) Who requested the work, 2) Who approved the work, 3) Date of work, 4) Who
performed the work 5) Time in and out 6) Total of exact hours worked.
The Contractor shall forfeit and will not receive payment for work performed and billed
to City more than sixty (60) calendar days after performance of work.
III. Personnel
The Chief of Police or his/her designee shall serve as Project Manager and single point of
contact for the City. The City shall reserve the right of refusing personnel assigned to a
project by the Contractor.
IV. Reports
N/A
V. Conflict of Interest
Contractor shall not retain any clients who are doing work under permits or contractual
agreements with the City of Chula Vista unless otherwise approved in writing by the
Chief of Police.
VI. Work not listed in Schedule
If an occasion arises whereby the City requests work to be done which is not listed in this
schedule, the price of providing this work shall be negotiated in good faith between the
City and the Contractor. The negotiated price(s) shall not exceed the Schedule of Charges
labeled as Exhibit B to this agreement between the City and Contractor.
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4-77
B. Date for Commencement of Contractor Services:
(X) Same as Effective Date of Agreement
()Other:
C. Dates or Time Limits for Delivery of Deliverables:
None
D. This contract will be in effect for one year from date of its signing by all parties. City has
the option to extend this agreement for one (1) additional year, each year, for up to five (5)
additional years. Said extension shall be by mutual agreement between City and Contractor
without going through the City's Contractor selection process as outlined in the City's
Municipal Code. The City Contract Administrator shall give notice of election to extend this
agreement by sending notice by letter to Contractor not later than three months prior to
expiration of the term.
9. Materials required to be supplied by City to Contractor:
None
10. Compensation:
A. OSingle Fixed Fee Arrangement.
For performance of all of the Defined Services by Contractor as herein required, City shall
pay an hourly rate in the amounts and at the times or milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount:
Milestone or Event or Deliverable
payable as follows:
Amount or Percent of Fixed Fee
() 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
Page 20
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such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. OPhased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Contractor as are
separately identified below, City shall pay the fixed fee associated with each phase of
Services, in the amounts and at the times or milestones or Deliverables set forth. Contractor
shall not commence Services under any Phase, and shall not be entitled to the compensation
for a Phase, unless City shall have issued a notice to proceed to Contractor as to said Phase.
Phase Fee for Said Phase
1. $
2. $
3. $
O 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. (~ Hourly Rate Arrangement
For performance of the Defined Services by Contractor as herein required, City shall pay
Contractor for the productive hours of time spent by Contractor in the performance of said
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Services, at the rates or amounts set forth in the Rate Schedule (Exhibit B) herein below
according to the following terms and conditions:
(1) O Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Contractor of time and materials in excess of said
Maximum Compensation amount, Contractor agrees that Contractor will perform all of
the Defined Services herein required of Contractor for $ ,
including all Materials, and other "reimbursables" ("Maximum Compensation").
(2) Q Limitation without Further Authorization on Time and Materials Arrangement
At such time as Contractor shall have incurred time and materials equal to $50,000
("Authorization Limit"), Contractor shall not be entitled to any additional compensation
without further authorization issued in writing and approved by=the City. Nothing herein
shall preclude Contractor from providing additional Services at Contractor's own cost and
expense. See Exhibit B for wage rates.
( )Hourly rates may increase by 6% for services rendered after [month], 20, if delay
in providing services is caused by City.
1 I. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Contractor in the performance of services
herein required, City shall pay Contractor at the rates or amounts set forth below:
(None, the compensation includes all costs.
Cost or Rate
() Reports, not to exceed $ $
O Copies, not to exceed $ $
() Travel, not to exceed $ $
() Printing, not to exceed $ $
O Postage, not to exceed $ $
O Delivery, not to exceed $ $
(x) Outside Services: Cost Plus 15%
(x) Other Actual Identifiable Direct Costs: Cost Plus 15%
not to exceed $ $
,not to exceed $ $
12. Contract Administrators:
City: David Bejarano, Chief of Police
Chula Vista Police Department
315 Fourth Ave.
Page 22
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Chula Vista, CA 91910
Telephone: (619)691-5151
Contractor: Norman A. Llanes, Owner
Advantage Sentry and Protection Inc (ASAP Security)
1229 Third Avenue, #E
Chula Vista, CA 91911
(619)425-2727
13. Liquidated Damages Rate:
O $ per day.
OOther:
14. Statement of Economic Interests, Contractor Reporting Categories,4±er Conflict of Interest
Code:
(X)Not Applicable. Not an FPPC Filer.
O FPPC Filer
O Category No. L Investments and sources of income.
OCategory No. 2. Interests in real property.
()Category No. 3. Investments, interest in real property and sources of income subject
to the regulatory, permit or licensing authority of the department.
OCategory No. 4. Investments in business entities and sources of income that engage in
land development, construction or the acquisition or sale of real property.
OCategory No. 5. Investments in business entities and sources of income of the type
which, within the past two yeazs, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment.
O Category No. 6. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the designated employee's
department to provide services, supplies, materials, machinery or equipment.
O Category No. 7. Business positions.
OList "Contractor Associates" interests in real property within 2 radial miles of Project
Property, if any:
Page 23
4-81
15. ()Contractor is Real Estate Broker and/or Salesman
16. Permitted Subcontractors: None
Processing --
1. Bill Processing:
A. Contractor's Billing to be submitted for the following period of time:
(X) Monthly
OQuarterly
OOther: _
B. Day of the Period for submission of Contractor's Billing:
() First of the Month
() 15th Day of each Month
(X) End of the Month
OOther:
C. City's Account Number:
2. Security for Performance
Performance Bond, $
Letter of Credit, $_
)Other Security:
Type:
Amount: $
ORetention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Contractor sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occurred:
Page 24
4-82
()Retention Percentage:
ORetention Amount: $_
Retention Release Event:
( )Completion of All Contractor Services
OOther:
Exhibit B - -
to
Agreement between
City of Chula Vista
And
Advantage Sentry and Protection Inc
ASAP Security.
Schedule ofWages
Contractor will be paid $25 per hour for each security officer. Contractor may bill for every
quarter hour worked beyond one full hour. A minimum of two hours will be paid for each call
out.
OVERTIME RATE (x1.5) AND/OR HOLIDAY RATE (x1.5) WILL BE CHARGED UNDER
THE FOLLOWING CONDITIONS:
1. Hours added (beyond those regularly scheduled) to meet irregular situations/emergency
conditions i.e. as natural disasters, civil disturbances, labor disputes & court appearances on
behalf of Customer.
2. Time worked on the following-holidays: New Years Day, Memorial Day (observed),
Independence Day, Labor Day (observed), Thanksgiving Day, and Christmas Day.
3. For the first twenty-four (24) hours of service when the Customer requests service with
less than twenty-four (24) hours prior notice. This includes initial startup of new contracts
requesting service to begin the same day as contract being signed.
Page 25
4-83
Parties and Recital Page(s)
Agreement between
City of Chula Vista Police Department
and
National Public Safety Inc
To Provide Transportation Services for Prisoners
This agreement ("Agreement"), dated June 26th, for the purposes of reference only, and
effective as of the date last executed unless another date is otherwise specified in Exhibit A,
Paragraph I, is between the City-related entity as is indicated on Exhibit A, Paragraph 2, as such
("City"), whose business form is set forth on Exhibit A, Paragraph 3, and NATIONAL PUBLIC
SAFETY Security ("Contractor'') as indicated on the attached Exhibit A, Paragraph 4, whose
business form is set forth on Exhibit A, Paragraph 5, and whose place of business and telephone
numbers are set forth on Exhibit A, Paragraph 6, and is made with reference to the following
facts: - _
Recitals
WHEREAS, the City of Chula Vista Police Department desires to use the services of
Contractor for providing transportation services for prisoners;
WHEREAS, for reasonable consideration provided thereto, Contractor desires to offer
said services; and
WHEREAS, Contractor warrants and represents that they are experienced and staffed in
a manner such that they are and can deliver the services required of Contractor to City within the
time frames herein provided all in accordance with the terms and conditions of this Agreement.
(End of Recitals. Next Page starts Obligatory Provisions.)
Page 1
4-84
NOW, THEREFORE, BE IT RESOLVED that the City and Contractor do hereby mutually
agree as follows:
All of the Recitals above are hereby incorporated into this Agreement.
ARTICLE I. CONTRACTOR'S OBLIGATIONS
A. General
1. General Duties. Contractor shall perform all of the services described on the attached
Exhibit A, Paragraph 7, entitled "General Duties".
2. Scope of Work and Schedule. In the process of performing and delivering said "General
Duties", Contractor shall also perform all of the services described in Exhibit A,
Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General
Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and
deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the
time frames set forth therein, time being of the essence of this Agreement. The General
Duties and the work and deliverables required in the Scope of Work and Schedule shall
be herein referred to as the "Defined Services". Failure to complete the Defined Services
by the times indicated does not, except at the option of the City, terminate this
Agreement.
i. Reductions in Scope of Work. City may independently, or upon request from
Contractor, from time to time, reduce the Defined Services to be performed by the
Contractor under this Agreement. Upon doing so, City and Contractor agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with said reduction.
ii. Additional Services. In addition to performing the Defined. Services herein set forth,
City may require Contractor to perform additional consulting services related to the
Defined Services ("Additional Services"), and upon doing so in writing, if they are
within the scope of services offered by Contractor, Contractor shall perform same on
a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 10 (C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Contractor expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
i. 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 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 or its subcontractors.
Page 2
4-85
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Contractor must comply with the federal or state law and implementing regulations. No
provision of the Agreement requires the Contractor to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of the
Agreement violates or would require the Contractor to violate any law, the Contractor agrees
to notify City immediately in writing. Should this occur, the City and the Contractor agree
that they will make appropriate arrangements to proceed with or, if necessary, terminate the
Project, or portions thereof, expeditiously.
Subcontractors. Contractor agrees to take appropriate measures necessary to ensure that
all Project participants, such as subcontractors, comply with all applicable laws,
regulations, ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fiilfi=lbany responsibilities
of the Contractor under this Agreement, the Contractor shall assure that the subcontractor
carries out the Contractor's responsibilities as set forth in this Agreement.
C. Insurance
1. General. Contractor must procure and maintain, during the period of performance of this
Agreement, and for twelve (12) months after completion, policies of insurance from
insurance companies to protect against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the work tinder the
Agreement and the results of that work by the Contractor, his agents, representatives,
employees or subcontractors and provide documentation of same prior to commencement
of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
i. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
ii Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
iii. WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
iv. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate
to the Contractor's profession. Architects' and Engineers' coverage is to be endorsed
to include contractual liability.
3. Minimum Limits of Insurance. Contractor must maintain limits no less than those
included in the table below:
Page 3
4-86
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used,
products and either the general aggregate limit must apply separately to this
completed project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
a licable
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liabili $1,000,000 disease-each em to ee
iv. Professional $1,000,000 each occurrence =
Liability or Errors
& Omissions
Liabili
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Contractor will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect all policies of
insurance, including those with respect to liability arising out of automobiles owned,
]eased, hired or borrowed by or on behalf of the Contractor, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf
of the Contractor, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the contractor's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
ii. Primary Insurance. The Contractor's General Liability insurance 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 of the
contractor and in no way relieves the contractor from its responsibility to provide
Page 4
4-87
insurance.
iii. Cancellation. The insurance policies required must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice
to the City by certified mail, return receipt requested. 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" shall be deleted from all certificates.
iv. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
v. Waiver of Subrogation. Contractor's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage-for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
Retro Date. The "Retro Date" must be shown, and must be before the date of the
contract or the beginning of the contract work.
ii. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of the contract work.
iii. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the contract effective date, the
Contractor must purchase "extended reporting" coverage for a minimum of five (5)
years after completion of contract work.
iv. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. 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. Exception may be made for the State Compensation
Fund when not specifically rated.
Verification of Coverage. Contractor shall furnish the City with original certificates and
amendatory endorsements affecting coverage required by Section C. The endorsements
should be on insurance industry forms, provided those endorsements or policies conform
to the contract requirements. All certificates and endorsements are to be received and
approved by the City before work commences. The City reserves the right to require, at
Page 5
4-88
any time, complete, certified copies of all required insurance policies, including
endorsements evidencing the coverage required by these specifications.
Subcontractors. Contractors must include all subcontractors as insureds under its policies
or furnish separate certificates and endorsements for each subcontractor. All coverage for
subcontractors is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obli ate ions. Insurance provisions under this Article shall not
be construed to limit the Contractor's obligations under this Agreement, including
Indemnity.
D. Security for Performance
Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need
for Contractor to provide a Performance Bond (indicated by a check mark in the
parenthetical space immediately preceding the subparagraph entitled "Performance
Bond"), then Contractor shall provide to the City a performance bond in the form
prescribed by the City and by such sureties which are authorized to transact such business
in the State of California, listed as approved by the United States Department of Treasury
Circular 570, httn'//www fms treas gov/c570, and whose underwriting limitation is
sufficient to issue bonds in the amount required by the agreement, and which also satisfy
the requirements stated in Section 995.660 of the Code of Civil Procedure, except
as provided otherwise by laws or regulations. All bonds signed by an agent must be
accompanied by a certified copy of such agent's authority to act. Surety companies
must be duly licensed or authorized in the jurisdiction in which the Project is located to
issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or
City Attorney which amount is indicated in the space adjacent to the term, "Performance
Bond", in said Exhibit A, Paragraph 18.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Contractor to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Contractor shall provide to the City an irrevocable letter of credit callable by the City at
their unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Contractor is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attomey which amount is indicated in the space adjacent to the
term, "Letter of Credit", in said Exhibit A, Paragraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Contractor to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mark in the parenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Contractor shall provide to the City such
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attorney.
Page 6
4-89
E. Business License. Contractor agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Contractor for the purpose
of reviewing the progress of the Defined Services and Schedule therein contained, and to
provide direction and guidance to achieve the objectives of this Agreement. The City shall
permit access to its office facilities, files and records by Contractor throughout the term of
the agreement. In addition thereto, City agrees to provide the information, data, items and
materials set forth on Exhibit A, Paragraph 9, and with the further understanding that delay
in the provision of these materials beyond thirty (30) days after authorization to proceed,
shall constitute a basis for the justifiable delay in the Contractor's performance of this
agreement.
B. Compensation.
Followinu~Receipt of Billine. Upon receipt of a properly prepared billing from
Contractor submitted to the City periodically as indicated in Exhibit A, Paragraph 17, but
in no event more frequently than monthly, on the day of the period indicated in Exhibit
A, Paragraph 17, City shall compensate Contractor for all services rendered by
Contractor according to the terms and conditions set forth in Exhibit A, Paragraph 10,
adjacent to the governing compensation relationship indicated by a "checkmark" next to
the appropriate arrangement, subject to the requirements for retention set forth in
Paragraph 18 of Exhibit A, and shall compensate Contractor for out of pocket expenses
as provided in Exhibit A, Paragraph 11.
2. Sunnortina~Information. Any billing submitted by Contractor shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable
thereunder is proper, and such billing shall specifically contain the City's account number
indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost
I) incurred prior to the effective date of this Agreement; 2) arising out of or related to the
errors, omissions, negligence or acts of willful misconduct of the Contractor, its agents,
employees, or subcontractors.
Errors and Omissions. In the event that the City Administrator determines that the
Contractors' negligence, errors, or omissions in the performance of work under this
Agreement has resulted in expense to City greater than would have resulted if there
were no such negligence, errors, omissions, Contractor shall reimburse City for any
additional expenses incurred by the City. Nothing herein is intended to limit City's
rights under other provisions of this agreement.
Page 7
4-90
4. Payment Not Final Approval. The Contractor understands and agrees that payment to the
Contractor for any Project cost does not constitute a City final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Contractor of the terms of the Agreement. The Contractor
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Contractor is not entitled to receive any portion of the compensation
due or paid, City will notify the Contractor in writing, stating its reasons. The Contractor
agrees that Project closeout will not alter the Contractor's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
i. Contractor's Obligation to Pay. Upon notification to the Contractor that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Contractor agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Contractor
Contractor is Desienated as an FPPC Filer. If Contractor is designated on Exhibit A,
Paragraph 14, as an "FPPC filer", Contractor is deemed to be a "Contractor" for the
purposes of the Political Reform Act conflict of interest and disclosure provisions, and
shall report economic interests to the City Clerk on the required Statement of Economic
Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
2. No Participation in Decision. Regardless of whether Contractor is designated as an
FPPC Filer, Contractor shall not make, or participate in making or in any way attempt to
use Contractor's position to influence a governmental decision in which Contractor
knows or has reason to know Contractor has a financial interest other than the
compensation promised by this Agreement.
Search to Determine Economic Interests. Regardless of whether Contractor is designated
as an FPPC Filer, Contractor warrants and represents that Contractor has diligently
conducted a search and inventory of Contractor's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Contractor does not, to the best of Contractor's knowledge, have an
economic interest which would conflict with Contractor's duties under this agreement.
4. Promise Not to Acquire Conflictine Interests. Regardless of whether Contractor is
designated as an FPPC Filer, Contractor further warrants and represents that Contractor
Page 8
4-91
will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duty to Advise of Conflictive Interests. Regardless of whether Contractor is designated
as an FPPC Filer, Contractor further warrants and represents that Contractor will
immediately advise the City Attorney of City if Contractor learns of an economic interest
of Contractor's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Contractor warrants, represents and
agrees:
That neither Contractor, nor Contractor's immediate family members, nor
Contractor's employees or agents ("Contractor Associates") presently have any
interest, directly or indirectly, whatsoever in any property which may be the subject
matter of the Defined Services, or in any property within 2 radial miles from the
exterior boundaries of any property which may be the subject matter of the Defined
Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14.
ii. That no promise of future employment, remuneration; consideration, gratuity or other
reward or gain has been made to Contractor or Contractor Associates in connection
with Contractor's performance of this Agreement. Contractor promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
iii. That Contractor Associates shall not acquire any such Prohibited Interest within the
Term of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
iv. That Contractor may not conduct or solicit any business for any party to this
Agreement, or for any third party that may be in conflict with Contractor's
responsibilities under this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
Estimative Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
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consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Contractor shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 ("Liquidated Damages Rate").
3. Request for Extension of Time. If the performance of any act required of Contractor is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Contractor, as determined by the City,
Contractor shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Contractor claims the existence of
such a delay, the Contractor shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten (10) calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of she work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
General Requirement. Except for liability for Professional Services covered under
Article V, Section (A)(2), Contractor shall defend, indemnify, protect and hold harmless
the City, its elected and appointed officers and employees, from and against any and all
claims, demands, causes of action, costs, expenses, 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, its officials, officers, employees, agents, and contractors, arising out of or in
connection with the performance of the Defined Services or this Agreement. This
indemnity provision does not include any claims, damages, liability, costs and expenses
(including without limitations, attorneys fees) arising from the sole negligence or sole
willful misconduct of the City, its officers, employees. 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 City, its agents, officers, or employees which may be
in combination with the active or passive negligent acts or omissions of the Contractor,
its employees, agents or officers, or any third party.
2. Professional Services. For those professionals who are required to be licensed by the
state (e.g. architects, landscape architects, surveyors and engineers) ("Design
Professionals"), Design Professionals shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers, and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, in any manner arising out
of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or
willful misconduct of Design Professional, its officials, officers, employees, agents,
Contractors, and contractors arising out of or in connection with the performance of the
Design Professional's Services. Also covered is liability arising from, connected with,
Page 10
4-93
caused by, or claimed to be caused by the active or passive negligent acts or omissions of
the City, its agents, officers, or employees which may be in combination with the active
or passive negligent acts or omissions of the Design Professional, its employees, agents
or officers, or any third party. The Design Professional's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising from the sole negligence
or sole willful misconduct of the City, its agents, officers or employees. This section in
no way alters, affects or modifies the Design Professional's obligation and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections 1 and 2, above, is
the Contractor's obligation to defend, at Contractor's own cost, expense and risk, any and
all aforesaid suits, actions or other legal proceedings of every kind that may be brought
or instituted against the City, its directors, officials, officers, employees, agents and/or
volunteers. Contractor shall pay and satisfy any judgment, award or decree that may
be rendered against City or its directors, officials, officers, employees, agents and/or
volunteers, for any and all legal expense and cost incurred by each of them in connection
therewith.
~}. Insurance Proceeds. Contractor's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Contractor's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Contractor.
6. Enforcement Costs. Contractor agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
Survival. Contractor's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Contractor shall fail to fulfill in a timely and
proper manner Contractor's obligations under this Agreement, or if Contractor shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Contractor of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Contractor shall, at the option of the
City, become the property of the City, and Contractor shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Contractor's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
Page 11
4-94
at any time and for any reason, by giving specific written notice to Contractor of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfinished documents and
other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this paragraph,
Contractor shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Contractor hereby
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth herein.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Contractor agrees and to maintain, intact and readilyaccessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as
City may require.
B. Access to Records of Contractor and Subcontractors. The Contractor agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Contractor agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
tennination by CITY, the Contractor agrees to submit a final certification of Project expenses
and audit reports, as applicable.
B. Audit of Contractors. The Contractor agrees to have performed financial and compliance
audits the City may require. The Contractor also agrees to obtain any other audits required
by City. The Contractor agrees that Project closeout will not alter the Contractor's audit
responsibilities. Audit costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Contractor that City has
closed the Project, and either forwards the final payment or acknowledges that the Contractor
has remitted the proper refund. The Contractor agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE VIII. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Contractor are personal to the City, and Contractor shall not
Page 12
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assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
I. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subcontractors identified thereat
as "Permitted Subcontractors".
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Contractor in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Contractor shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Contractor's work products. Contractor and any of the Contractor's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be 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. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Contractor shall be solely responsible for the payment of same and
shall hold the City harmless with regard thereto.
1. Actions on Behalf of Citv. Except as City may specify in writing, Grantee shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever, as an
agent or otherwise. Grantee shall have no authority, express or implied, to bind City or
its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
No Oblations to Third Parties. In connection with the Project, the Contractor agrees
and shall require that it's agents, employees, subcontractors agree that the City shall not
be responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that the City may have concurred in or approved any solicitation,
subagreement, or third parry contract at any tier, neither City shall have any obligations
or liabilities to such other parry.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this agreement, against the City unless a claim has first been presented
Page 13
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in writing and filed with the City and acted upon by the City in accordance with the
procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from
time to time be amended, the provisions of which are incorporated by this reference as if
fully set forth herein, and such policies and procedures used by the City in the
implementation of same. Upon request by City, Contractor shall meet and confer in good
faith with City for the purpose of resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals ("Contract
Administrators") indicated on Exhibit A, Paragraph 12, as said party's contract administrator
who is authorized by said party to represent them in the routine administration of this
agreement.
F. Term. This Agreement shall terminate when the Parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to ajudgment against the other for an
amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Contractor prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Contractor shall include, or cause the inclusion of, in said report or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
I. Contractor is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Contractor and/or their principals is/are licensed with the State of California or
some other state as a licensed real estate broker or salesperson. Otherwise, Contractor
represents that neither Contractor, nor their principals are licensed real estate brokers or
salespersons.
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 herein as the places of business for each
of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated herein, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision hereof may
be amended, modified, waived or discharged except by an instrument in writing executed by
the party against which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party hereto hereby warrants and represents to the
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other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all resolutions or other actions have been taken so as to enable
it to enter into this Agreement.
M. 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 the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista.
(End of page. Next page is signature page.)
Page 15
4-98
Signature Page
to
Agreement between
City of Chula Vista and
National Public Safety
To Provide Armed Transport for Prisoners
IN WITNESS WHEREOF, City and National Public Safety have executed this
Agreement thereby indicating that they have read and understood same, and indicate their full
and complete consent to its terms:
Dated:
City of Chula Vista
sy:
Cheryl Cox, Mayor
City of Chula Vista
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen Googins, City Attorney
Dated:
By:
Safety],
/~
Frost]
sy: C .L - ~ ~ucr, ~r~-~.r-
[Name of Person, Title]
Exhibit List to Agreement (X) Exhibit A.
Page 16
4-99
Exhibit A
to
Agreement between
City of Chula Vista
and
National Public Safety Inc.
1. Effective Date of Agreement: Same as final City signature on page 15 of this agreement.
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of Califomia
ORedevelopment Agency of the City of Chula Vista, a political subdivision of the State of
Califomia -
OIndustrial Development Authority of the Ciry of Chula Vista, a
OOther: , a [insert business form]
(~~Cin,~~)
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Contractor:
National Public Safety
892 East Madison Avenue
El Cajon, CA 92020-3820
(619) 401-9431
5. Business Form of Contractor:
OSole Proprietorship
( )Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Contractor:
National Public Safety
892 East Madison Avenue
El Cajon, CA 92020-3820
(619)401-9431
Page 17
4-100
7. General Duties:
Contractor shall provide an armed security guard to transport prisoners who are in the custody of
the Chula Vista Police Department.
The Contractor shall provide:
A. At least one armed security guard who is currently licensed to work in the State of
California by the Department of Consumer Affairs Bureau.
B. All uniforms and equipment for security guard including handcuffs, one less lethal option
and firearm.
C. A secure vehicle specifically designed to transport prisoners safely, as well as all related
fuel, insurance, and maintenance costs.
D. Response to the Chula Vista Police Department within 60 minutes .of being notified by
the Chula Vista Police Department.
E. As reasonable, prevent escape of prisoner and report any criminal activity by prisoner to
Chula Vista Police Department.
E Comply with all rules and regulations at any point of destination such as County Jail or a
medical facility.
G. Billing forms and procedures used shall be acceptable to the City
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
I. Prisoner Transport
The Contractor shall provide transportation of any prisoner at the request of Chula Vista
Police Department. Contractor personnel who provide transportation services shall
abide by all laws, rules and regulations pertaining to prisoner treatment as defined in
the California Penal Code and Title 15 California Code of Regulations, as well as the
Transportation of Dangerous Criminals Act of 2000 (DOJ, CFR 28, Part 97). Contractor
shall submit all prisoner transport personnel to a criminal background investigation by
the City. Contractor personnel who have not passed the City's background investigation
process shall not be used for the transport of City prisoners. Contractor personnel
who have cleared background and intent to provide transport services for the City
must comply with Chula Vista City Jail Inmate Transportation Policy 3.09, and the
Transportation Officer Guidelines listed in 3.09a.
Subject to the provisions of section 11 below, the work shall be paid for on an hourly
basis, which shall include all costs such as transportation, fueling, monitoring, billing,
report review.
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4-101
II. Accounting and Billings
Contractor shall provide separate invoices for each City prisoner transported.
Every invoice will list all total hours spent transporting prisoner. Invoice shall show
total amount billed to City on annual basis, payments received, and amount due. All
work elements shall be itemized, i.e., personnel charges/hours, prisoner name and Chula
Vista Police Department case number. City shall be billed within four (4) weeks of work
performance. Contractor shall only be paid for work done at the request of the City.
If additional work is requested by others, Contractor shall obtain a verbal authorization
from the City. In addition, the Contractor shall include on respective invoice the
following documentation for said additional work:
I) Who requested the work, 2) Who approved the work, 3) Date of work, 4) Who
performed the work 5) Time in and out 6) Total of exact hours worked.
The Contractor shall forfeit and will not receive payment for work performed and billed
to City more than sixty (60) calendar days after performance of work.
III. Personnel
The Chief of Police or his/her designee shall serve as Project Manager and single point of
contact for the City. The City shall reserve the right of refusing personnel assigned to a
project by the Contractor.
IV. Reports
N/A
V. Conflict of Interest
Contractor shall not retain any clients who are doing work under permits or contractual
agreements with the City of Chula Vista unless otherwise approved in writing by the
Chief of Police.
VI. Work not listed in Schedule
If an occasion arises whereby the City requests work to be done which is not listed in this
schedule, the price of providing this work shall be negotiated in good faith between the -
City and the Contractor. The negotiated price(s) shall not exceed the Schedule of Charges
labeled as Exhibit B to this agreement between the City and Contractor.
B. Date for Commencement of Contractor Services
(X) Same as Effective Date of Agreement
Page 19
4-102
OOther:
C. Dates or Time Limits for Delivery of Deliverables:
None
D. This contract will be in effect for one year from date of its signing by all parties. City has
the option to extend this agreement for one (1) additional year, each year, for up to five (5)
additional years: Said extension shall be by mutual agreement between City and Contractor
without going through the City's Contractor selection process as outlined in the City's
Municipal Code. The City Contract Administrator shall give notice of election to extend this
agreement by sending notice by letter to Contractor not later than three months prior to
expiration of the term.
9. Materials required to be supplied by City to Contractor:
None
10. Compensation:
A. OSingle Fixed Fee Arrangement.
For performance of all of the Defined Services by Contractor as herein required, City shall
pay an hourly rate in the amounts and at the times or milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount:
Milestone or Event or Deliverable
payable as follows:
Amount or Percent of Fixed Fee
() 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
Page 20
4-103
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. OPhased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Contractor as
are separately identified below, City shall pay the fixed fee associated with each phase of
Services, in the amounts and at the times ox milestones or Deliverables set forth. Contractor
shall not commence Services under any Phase, and shall not be entitled to the compensation
for a Phase, unless City shall have issued a notice to proceed to Contractor as to said Phase.
Phase Fee for Said Phase
1. $
2. $
3. $
() 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. (X) Hourly Rate Arrangement
For performance of the Defined Services by Contractor as herein required, City shall pay
Contractor for the productive hours of time spent by Contractor in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule (Exhibit B) herein below
according to the following terms and conditions:
(1) Q Not to Exceed Limitation on Time and Materials Arrangement
Page 21
4-104
Notwithstanding the expenditure by Contractor of time and materials in excess of said
Maximum Compensation amount, Contractor agrees that Contractor will perform all of
the Defined Services herein required of Contractor for $ ,
including all Materials, and other "reimbursables" ("Maximum Compensation").
(2) Q Limitation without Further Authorization on Time and Materials Anrangement
At such time as Contractor shall have incurred time and materials equal to $50,000
("Authorization Limit"), Contractor shall not be entitled to any additional compensation
without further authorization issued in writing and approved by the City. Nothing herein
shall preclude Contractor from providing additional Services at Contractor's own cost and
expense. See Exhibit B for wage rates.
( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City. --
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Contractor in the performance of services
herein required, City shall pay Contractor at the rates or amounts set forth below:
(X)None, the compensation includes all costs.
Cost or Rate
() Reports, not to exceed $ $
O Copies, not to exceed $ $
() Travel, not to exceed $ $
O Printing, not to exceed $ $
O Postage, not to exceed $ $
O Delivery, not to exceed $ $
(x) Outside Services: Cost Plus 15%
(x) Other Actual Identifiable Direct Costs: Cost Plus 15%
,not to exceed $ $
not to exceed $ $
12. Contract Administrators:
City: David Bejarano, Chief of Police
Chula Vista Police Department
315 Fourth Ave.
Chula Vista, CA 91910
Telephone: (619) 691-5151
Contractor: Douglas Frost
Page 22
4-105
National Public Safety
892 East Madison Avenue
EI Cajon, CA 92020-3820
(619)401-9431
13. Liquidated Damages Rate:
O $ per day.
()Other:.
14. Statement of Economic Interests, Contractor Reporting Categories, per Conflict of Interest
Code:
(X)Not Applicable. Not an FPPC Filer.
O FPPC Filer
()Category No. 1. Investments and sources of income.
() Category No. 2. Interests in real property.
OCategory No. 3. Investments, interest in real property and sources of income subject
to the regulatory, permit or licensing authority of the department.
OCategory No. 4. Investments in business entities and sources of income that engage in
land development, construction or the acquisition or sale of real property.
()Category No. 5. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment.
()Category No. 6. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the designated employee's
department to provide services, supplies, materials, machinery or equipment.
()Category No. 7. Business positions.
OList "Contractor Associates" interests in real property within 2 radial miles of Project
Property, if any:
Page 23
4-106
15. ()Contractor is Real Estate Broker and/or Salesman
16. Permitted Subcontractors: None
Processing
1. Bill Processing:
A. Contractor's Billing to be submitted for the following period of time:
(X) Monthly
()Quarterly
OOther:
B. Day of the Period for submission of Contractor's Billing:
()First of the Month
() 15th Day of each Month
(X) End of the Month
()Other:
C. City's Account Number:
2. Security for Performance
OPerformance Bond, $
OLetter of Credit, $
OOther Security:
Type:
Amount: $
( )Retention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Contractor sooner, the City shall be
entitled to retain, at their option, either the following "Retention Percentage"
or "Retention Amount" until the City determines that the Retention Release Event, listed
below, has occurred:
ORetention Percentage:
ORetention Amount: $_
Retention Release Event:
( )Completion of All Contractor Services
Page 24
4-107
OOther:
Exhibit B
to
Agreement between.
City of Chula Vista
And
National Public Safety. - _
Schedule of Wages
Contractor will be paid $25 per hour for each security officer. Contractor may bill for every
quarter hour worked beyond one full hour. A minimum of two hours will be paid for each call
out.
OVERTIME RATE (x1.5) AND/OR HOLIDAY RATE (x1.5) WILL BE CHARGED UNDER
THE FOLLOWING CONDITIONS:
1. Hours added (beyond those regularly scheduled) to meet irregular situations/emergency
conditions i.e. as natural disasters, civil disturbances, labor disputes & court appearances on
behalf of Customer.
2. Time worked on the following holidays: New Years Day, Memorial Day (observed),
Independence Day, Labor Day (observed), Thanksgiving Day, and Christmas Day.
3. For the first twenty-four (24) hours of service when the Customer requests service with
less than twenty-four (24) hours prior notice. This includes initial startup of new contracts
requesting service to begin the same day as contract being signed.
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