HomeMy WebLinkAboutReso 2022-200RESOLUTION NO. 2022-200
(Housing Authority Resolution No. 2022-006)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA/CHULA VISTA HOUSING AUTHORITY (AS
SUCCESSOR HOUSING ENTITY): (1) WAIVING THE
COMPETITIVE FORMAL BID REQUIREMENTS; (2)
APPROVING AN AGREEMENT BETWEEN THE
CITY/HOUSING AUTHORITY AND HYDER & COMPANY
FOR PROPERTY MANAGEMENT SERVICES; AND (3)
AUTHORIZING THE CITY MANAGER OR DESIGNEE TO
EXECUTE THE INITIAL AGREEMENT AND AUTHORIZING
THE CITY MANAGER OR DESIGNEE TO EXECUTE FOUR
ONE-YEAR OPTIONS TO EXTEND THE AGREEMENT
WHEREAS, the City owns seven (7) properties at different locations, also known as
“Scattered Sites or Project Sites.” which are more fully described in Exhibit A, and hereby fully
incorporated by reference to this Agreement; and
WHEREAS, these Project Sites are affordable housing units and subject to unique local,
State, and Federal regulatory requirements (including specified reporting requirements); and
WHEREAS, due to the complexities of maintaining and monitoring these units in
accordance with HUD requirements, City desires to contract with Hyder & Company
(“Consultant”) to provide professional property management services; and
WHEREAS, Contractor/Service Provider warrants and represents that it is experienced and
staffed in a manner such that it can deliver the services required of Contractor/Service Provider to
City in accordance with the time frames and the terms and conditions of this Agreement; and
WHEREAS, based on Contractor/Service Provider’s experience in managing affordable
housing units in compliance with HUD and Home Investment Partnership (“HOME”) program
standards, as stated herein and in the attendant Staff report, the City desires to waive the
competitive bidding requirements pursuant to Chula Vista Municipal Code (“CVMC”) sections
2.56.090(B)(2) and (3) [specifically 2.56.070(b)(3) and (4)] finding that said circumstances
support waiving the competitive bid requirements in that the City’s interest would be better served
by said waiver, and enter into a two-party agreement with Hyder & Company for professional
property management services ("Agreement").
NOW, THEREFORE, BE IT RESOLVED, based on the findings above, the City
Council of the City of Chula Vista does hereby waive the competitive bidding requirements
pursuant to Chula Vista Municipal Code sections 2.56.090(B)(2) and (3) [specifically
2.56.070(b)(3) and (4)] in that the City’s interest would be better served by said waiver.
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Resolution No. 2022-200
(HA Resolution No. 2022-006)
Page No. 2
NOW, THEREFORE, BE IT FURTHER RESOLVED, by the City Council of the City
of Chula Vista/Housing Authority, that it approves the Agreement in substantial form with
Hyder & Company, with such minor modifications as may be required or approved by the City
Attorney’s Office, a copy of which shall be kept on file in the Office of the City Clerk ; and
authorizes the City Manager or designee to execute the initial Agreement in an amount not to
exceed $12,600, including four (4) one-year options to extend, for a maximum authorized and
not to exceed amount of $66,897 for the five-year period.
[SIGNATURES ON THE FOLLOWING PAGE]
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Resolution No.2022-200
(HA Resolution No. 2022-006)
Page No. 3
Presented by Approved as to form by
Laura C. Black, AICP Glen R. Googins
Interim Director of Development Services City Attorney/General Counsel
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 23rd day of August 2022 by the following vote:
AYES: Councilmembers: Cardenas, Galvez, McCann, and Casillas Salas
NAYS: Councilmembers: None
ABSENT: Councilmembers: Padilla
Mary Casillas Salas, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry K. Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2022-200 was duly passed, approved, and adopted by the City Council at a regular
meeting of the Chula Vista City Council held on the 23rd day of August 2022.
Executed this 23rd day of August 2022.
Kerry K. Bigelow, MMC, City Clerk
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1 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
CITY OF CHULA VISTA/CHULA VISTA HOUSING AUTHORITY
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
WITH HYDER & COMPANY
TO PROVIDE PROPERTY MANAGEMENT SERVICES
This Agreement is entered into effective as of August 9, 2022, (“Effective Date”) by and between the City of
Chula Vista, a chartered municipal corporation/Chula Housing Authority (in its capacity as the Successor Housing
Entity pursuant to Government Code section 34176(a)]) (collectively “City”) and Hyder & Company, who is a
broker or corporation licensed by the California Department of Real Estate, (“Contractor/Service Provider” or
“Contractor”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, the City owns seven (7) properties at different locations, also known as “Scattered Sites or
Project Sites,” which are more fully described in Attachment A, and hereby fully incorporated by reference to
this Agreement; and
WHEREAS, these Project Sites are affordable housing units and subject to unique local, State, and Federal
regulatory requirements (including specified reporting requirements); and
WHEREAS, the City desires to have Contractor/Service Provider provide property management services,
as described in this Agreement, for the Project Sites (the “Project”); and
WHEREAS, in order to procure these services Contractor/Service Provider was chosen based on
Contractor/Service Provider’s unique qualifications, including significant experience public housing
management, ability to handle Scattered Sites, and that the City’s interest would be best materially served by
selecting Contractor/Service Provider to provide the required services pursuant to a “sole source” basis under the
authority of Chula Vista Municipal Code sections 2.56.090(B)(2) and (3) [specifically 2.56.070(b)(3) and (4)]
and
WHEREAS, Contractor/Service Provider warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Contractor/Service Provider to City in accordance with
the time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
DocuSign Envelope ID: F3773CB1-C546-49C7-9FF2-B07A401F1E49
2 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other
good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and
Contractor/Service Provider hereby agree as follows:
1. SERVICES
1.1 Required Services. Contractor/Service Provider agrees to perform the services and deliver to City the
“Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference,
within the time frames set forth therein, time being of the essence for this Agreement. The services and/or
Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor/Service
Provider, from time to time, reduce the Required Services to be performed by the Contractor/Service Provider
under this Agreement. Upon doing so, City and Contractor/Service Provider agree to meet and confer in good
faith for the purpose of negotiating a correspon ding reduction in the compensation associated with the
reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and
ordinances governing procurement and purchasing authority, City may request Contractor/Service Provider
provide additional services related to the Required Services (“Additional Services”). If so, City and
Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating an
amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the
Additional Services shall be charged and paid consistent with the rates and terms already provided therein.
Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this
Agreement.
1.4 Standard of Care. Contractor/Service Provider expressly warrants and agrees that any and all Required
Services hereunder shall be performed in accordance with the highest standard of care exercised by members
of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual
approval only and does not relieve the Contractor/Service Provider of responsibility for complying with all
laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions,
noncompliance with industry standards, or the willful misconduct of the Contractor/Service Provider or its
subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 4 indicates the need for
Contractor/Service Provider to provide additional security for performance of its duties under this Agreement,
Contractor/Service Provider shall provide such additional security prior to commencement of its Required
Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Contractor/Service Provider
shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal
Code.
1.8 Business License. Prior to commencement of work, Contractor/Service Provider shall obtain a
business license from City.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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3 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
1.9 Subcontractors. Prior to commencement of any work, Contractor/Service Provider shall submit for
City’s information and approval a list of any and all subcontractors to be used by Contractor/Service Provider
in the performance of the Required Services. Contractor/Service Provider agrees to take appropriate measures
necessary to ensure that all subcontractors and personnel utilized by the Contractor/Service Provider to
complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and
policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any
responsibilities of the Contractor/Service Provider under this Agreement, Contractor/Service Provider shall
ensure that each and every subcontractor carries out the Contractor/Service Provider’s responsibilities as set
forth in this Agreement.
1.10 Prevailing Wages. This Project involves affordable housing and may be exempt from Prevailing Wage
requirements. However, to the extent an exemption does not apply, Work to be performed in this agreement
by Contractor/Service Provider (including construction) may otherwise be considered a Public Work under
Labor Code section 1720, et seq. As a result, such Public Work is subject to “Prevailing Wage” requirements.
Contractor/Service Provider, including its contractors and subcontractors, shall abide by any and all
“Prevailing Wage” requirements. Contractor/Service Provider shall also include the costs for Prevailing
Wage requirements in its Annual Operating Budget, if known, for required work. The Contractor/Service
Provider shall defend (with legal counsel approved by the City), indemnify, protect, and hold harmless, the
City, its elected and appointed officers, agents, volunteers, and employees from and against any and all
liability, claims, costs, and damages, including but not limited to, attorney fees, arising from or attributable to
a failure to comply by Contractor/Service Provider or any contractor or subcontractor with any “Prevailing
Wage Requirement”, including, but not limited to, failure to post or provide required notices, failure keep
required records or documents, or failure to pay required wages.
1.11 Term. This Agreement shall commence on the earlier to occur of the Effective Date or
Contractor/Service Provider’s commencement of the Required Services hereunder and shall terminate when
the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly
survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate
Contractor/Service Provider in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard
terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Contractor/Service Provider agrees to provide City with a detailed invoice for
services performed each month, within thirty (30) days of the end of the month in which the services were
performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following
the Effective Date of the Agreement. All charges must be presented in a line item format with each task
separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed,
the amount invoiced to date, and the remaining amount available under any approved budget.
Contractor/Service Provider must obtain prior written authorization from City for any fees or expenses that
exceed the estimated budget.
2.3 Payment to Contractor/Service Provider. Upon receipt of a properly prepared invoice and
confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall
pay Contractor/Service Provider for the invoice amount within thirty (30) days. Payment shall be made in
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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4 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion,
invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City may retain ten percent (10%) of the amount due for Required Services detailed
on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the
holdback amount will be issued to Contractor/Service Provider.
2.5 Reimbursement of Costs. City may reimburse Contractor/Service Provider’s out-of-pocket costs
incurred by Contractor/Service Provider in the performance of the Required Services if negotiated in advance
and included in Exhibit A. Unless specifically provided in Exhibit A, Contractor/Service Provider shall be
responsible for any and all out-of-pocket costs incurred by Contractor/Service Provider in the performance of
the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Contractor/Service Provider for any fees or
costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City
shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or
related to the errors, omissions, negligence or acts of willful misconduct of Contractor/Service Provider, its
agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Contractor/Service Provider understands and agrees that payment to
the Contractor/Service Provider or reimbursement for any Contractor/Service Provider costs related to the
performance of Required Services does not constitute a City final decision regarding whether such payment
or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a
waiver of any violation by Contractor/Service Provider of the terms of this Agreement. If City determines
that Contractor/Service Provider is not entitled to receive any amount of compensation already paid, City will
notify Contractor/Service Provider in writing and Contractor/Service Provider shall promptly return such
amount.
3. INSURANCE
3.1 Required Insurance. Contractor/Service Provider must procure and maintain, during the period of
performance of Required Services under this Agreement, and for twelve months after completion of Required
Services, the policies of insurance described in the Scope of Work and on the attached Exhibit B, incorporated
into the Agreement by this reference (collectively the “Required Insurance”). The Required Insurance shall
also comply with all other terms of this Section.
3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the
Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted transacting
business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed
with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines
Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation
Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Contractor/Service Provider must include all sub-Contractor/Service Providers/sub-
contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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5 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
separate coverage for those not under its policies. Any separate coverage for sub-Contractor/Service Providers
must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as
additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified
as required in Exhibit B or as may otherwise be specified by City’s Risk Manager. The general liability
additional insured coverage must be provided in the form of an endorsement to the Contractor/Service
Provider’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude
Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Contractor/Service Provider’s general liability coverage
must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is
wholly separate from the insurance provided by Contractor/Service Provider and in no way relieves
Contractor/Service Provider from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required
insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail,
return receipt requested. Prior to the effective date of any such cancellation Contractor/Service Provider must
procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Contractor/Service Provider’s insurer(s) will provide a Waiver of Subrogation
in favor of the City for each Required Insurance policy under this Agreement. In addition, Contractor/Service
Provider waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Contractor/Service Provider shall
furnish City with original certificates of insurance and any amendatory endorsements necessary to
demonstrate to City that Contractor/Service Provider has obtained the Required Insurance in compliance with
the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents, or representatives” or any similar language
must be deleted from all certificates. The required certificates and endorsements should otherwise be on
industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability
and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following
requirements also apply:
a. The “Retro Date” must be shown and must be before the date of this Agreement or the beginning
of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5)
years after completion of the work required by this Agreement.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form
with a “Retro Date” prior to the effective date of this Agreement, the Contractor/Service Provider must
purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required
by this Agreement.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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6 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed
to limit the Contractor/Service Provider’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Contractor/Service Provider
maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to
coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Contractor/Service Provider shall protect, defend,
indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers
(collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs,
expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or
equity, to property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions, negligence, or willful misconduct of Contractor/Service Provider, its officials,
officers, employees, agents, and contractors, arising out of or in connection with the performance of the
Required Services, the results of such performance, or this Agreement. This indemnity provision does not
include any claims, damages, liability, costs and expenses arising from the sole negligence or willful
misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or
claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which
may be in combination with the active or passive negligent acts or omissions of the Contractor/Service
Provider, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the
forgoing, if the services provided under this Agreement are design professional services, as defined by
California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity
obligation under Section 1, above, shall be limited to the extent required by California Civil Code section
2782.8.
4.3 Costs of Defense and Award. Included in Contractor/Service Provider’s obligations under this Section
4 is Contractor/Service Provider’s obligation to defend, at Contractor/Service Provider’s own cost, expense
and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or
more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor/Service Provider shall
pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified
Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Contractor/Service Provider’s Obligations Not Limited or Modified. Contractor/Service Provider’s
obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified
Parties, or by any prior or subsequent declaration by the Contractor/Service Provider. Furthermore,
Contractor/Service Provider’s obligations under this Section 4 shall in no way limit, modify or excuse any of
Contractor/Service Provider’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Contractor/Service Provider agrees to pay any and all costs City incurs in
enforcing Contractor/Service Provider’s obligations under this Section 4.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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7 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
4.6 Survival. Contractor/Service Provider’s obligations under this Section 4 shall survive the termination
of this Agreement.
5. FINANCIAL INTERESTS OF CONTRACTOR/SERVICE PROVIDER.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code
require certain government officials and Contractor/Service Providers performing work for government
agencies to publicly disclose certain of their personal assets and income using a Statement of Economic
Interests form (Form 700). In order to assure compliance with these requirements, Contractor/Service
Provider shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into
the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Contractor/Service Provider is required to
file a Form 700, Contractor/Service Provider warrants and represents that it has disclosed to City any
economic interests held by Contractor/Service Provider, or its employees or subcontractors who will be
performing the Required Services, in any real property or project which is the subject of this Agreement.
Contractor/Service Provider warrants and represents that it has not employed or retained any company or
person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service
Provider, to solicit or secure this Agreement. Further, Contractor/Service Provider warrants and represents
that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved
subcontractor working solely for Contractor/Service Provider, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
Contractor/Service Provider further warrants and represents that no officer or employee of City, has any
interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof,
or in the business of Contractor/Service Provider or Contractor/Service Provider’s subcontractors.
Contractor/Service Provider further agrees to notify City in the event any such interest is discovered whether
or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties,
City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Contractor/Service Provider shall fail to perform
the Required Services under this Agreement, in a proper or timely manner, or if Contractor/Service Provider
shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in
addition to any and all other rights and remedies City may have under this Agreement, at law or in equity,
City shall have the right to terminate this Agreement by giving five (5) days written notice to
Contractor/Service Provider. Such notice shall identify the Default and the Agreement termination date. If
Contractor/Service Provider notifies City of its intent to cure such Default prior to City’s specified termination
date, and City agrees that the specified Default is capable of being cured, City may grant Contractor/Service
Provider up to ten (10) additional days after the designated termination date to effectuate such cure. In the
event of a termination under this Section 6.1, Contractor/Service Provider shall immediately provide City any
and all ”Work Product” (defined in Section 7 below) prepared by Contractor/Service Provider as part of the
Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7
hereof. Contractor/Service Provider may be entitled to compensation for work satisfactorily performed prior
to Contractor/Service Provider’s receipt of the Default notice; provided, however, in no event shall such
compensation exceed the amount that would have been payable under this Agreement for such work, and any
such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of
the Default.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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8 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement,
or any portion of the Required Services, at any time and for any reason, with or without cause, by giving
specific written notice to Contractor/Service Provider of such termination or suspension at least fifteen (15)
days prior to the effective date thereof. Upon receipt of such notice, Contractor/Service Provider shall
immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section
7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7
hereof. Contractor/Service Provider shall be entitled to receive just and equitable compensation for this Work
Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily
performed as of the date of the termination/suspension notice plus any additional remaining Required Services
requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this
Section, Contractor/Service Provider hereby expressly waives any and all claims for damages or
compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising
out of this Agreement against City unless a claim has first been presented in writing and filed with City and
acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal
Code, as same may be amended, the provisions of which, including such policies and procedures used by City
in the implementation of same, are incorporated herein by this reference. Upon request by City,
Contractor/Service Provider shall meet and confer in good faith with City for the purpose of resolving any
dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any action arising under or relating to this Agreement shall be brought only
in San Diego County, State of California.
6.6 Service of Process. Contractor/Service Provider agrees that it is subject to personal jurisdiction in
California. If Contractor/Service Provider is a foreign corporation, limited liability company, or partnership
that is not registered with the California Secretary of State, Contractor/Service Provider irrevocably consents
to service of process on Contractor/Service Provider by first class mail directed to the individual and address
listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be
effective five days after mailing.
7. CITYSHIP AND USE OF WORK PRODUCT
7.1 General. All accounting records, reports, studies, information, data (in any form), statistics, forms,
designs, plans, procedures, systems and any other materials or properties produced in whole or in part under
this Agreement in connection with the performance of the Required Services (collectively “Work Product”)
shall be the sole and exclusive property of City. No such Work Product shall be subject to private use,
copyrights or patent rights by Contractor/Service Provider in the United States or in any other country without
the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute,
and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any
permission of Contractor/Service Provider, except as may be limited by the provisions of the Public Records
Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated
as Work Product, Contractor/Service Provider shall make available to City, upon reasonable written request
by City, the necessary functional computer software and hardware for purposes of accessing, compiling,
transferring and printing computer files. No Work Product shall be sold or provided to any third party without
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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9 City of Chula Vista Agreement No.: 2022-083
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the express written consent of City. Use of City Work Product is limited to implementing his Agreement by
individuals on a “need to know” basis.
7.2 Audits/Inspections. Contractor/Service Provider agrees to maintain and make available within San
Diego County Work Product, including but not limited to, accurate and complete books and accounting
records relative to all its activities under this Agreement. Contractor/Service Provider agrees that the City,
including its agents and persons or entities authorized by City to review said Work Product, shall have the
right to monitor, assess, or evaluate Contractor’s/Service Provider’s performance pursuant to this Agreement,
said monitoring, assessments, or evaluations to include audits, inspections of premises, reports, and interviews
of staff and participants.
At any time during normal working hours and as often that the City may deem necessary,
Contractor/Service Provider shall make available to City, State, and Federal Officials for examination all of
its records with respect to all matters covered by the Agreement and will permit City, State, and Federal
Officials to audit, examine, and make copies from such records . and to make audits of all invoices, materials,
payrolls, records of personnel, information regarding clients receiving services (including tenants), and any
other data or information relating to all matters covered by this Agreement.
7.3 Transfer of Records and Accounts. Upon termination of the Agreement for any reason, the following
procedures shall apply:
a. All Work Product is deemed to be the property of the City. All such records and funds shall be turned
over to the City within forty-five (45) days upon termination of the Agreement. Work Product also
includes, but is not limited to, resident and project files, accounting records, trust records, the general
ledger, all original books of entry, invoices, canceled checks, payroll records, and contracts.
b. Contractor/Service Provider shall retain for five (5) years copies of trust records and other pertinent
documents (as required by Business and Professions Code Section 10148 and State and Federal
requirements).
c. All cash, bank accounts, and trust accounts must be accounted for in writing and turned over to the
City or its representative within thirty (30) business days after the termination of this Agreement.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Contractor/Service Provider’s
unique qualifications and traits. Contractor/Service Provider shall not assign any of its rights or
responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City
may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Contractor/Service Provider warrants and
represents that they have the authority to execute same on behalf of Contractor/Service Provider and to bind
Contractor/Service Provider to its obligations hereunder without any further action or direction from
Contractor/Service Provider or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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10 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
8.5 Entire Agreement. This Agreement together with all exhibits attached her eto and other agreements
expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject
matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein
by reference. All prior or contemporaneous agreements, understandings, representations, warranties and
statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for five (5) years following completion of
the Required Services, Contractor/Service Provider agrees to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement,
including accounting for costs and expenses charged to City, including such records in the possession of sub-
contractors/sub-Contractor/Service Providers.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such
additional documents and instruments as may be reasonably required in order to carry out the provisions of
this Agreement and the intentions of the Parties.
8.8 The City and Contractor and Service Provider agree to the following.
8.8.1 Independent Contractor. Contractor/Service Provider is and shall at all times remain as to City a wholly
independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control
over the conduct of Contractor/Service Provider or any of Contractor/Service Provider’s officers, employees,
or agents (“Contractor/Service Provider Related Individuals”), except as set forth in this Agreement. No
Contractor/Service Provider Related Individuals shall be deemed employees of City, and none of them shall
be entitled to any benefits to which City employees are entitled, including but not limited to, overtime,
retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City
will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any
Contractor/Service Provider Related Individuals; instead, Contractor/Service Provider shall be solely
responsible for the payment of same and shall hold the City harmless with respect to same. Contractor/Service
Provider shall not at any time or in any manner represent that it or any of its Contractor/Service Provider
Related Individuals are employees or agents of City. Contractor/Service Provider shall not incur or have the
power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.8.1 Contractor/Service Employees. The number of employees, their job descriptions, and salaries, shall be
determined by Contractor/Service Provider using the provisions of the “Management Plan” developed for the
Project and amended from time to time, which Management Plan is attached hereto as Exhibit “D” and
incorporated herein by this reference, but subject to City approval via the Operating Budget. The employees
shall be hired, supervised, transferred, discharged and solely directed by Contractor/Service Provider at
Contractor/Service Provider’s discretion (as Contractor/Service Provider is liable for and has the liability for
each employee). Contractor/Service Provider shall keep the City reasonably informed with respect to
Contractor/Service Provider’s desire to terminate or dismiss on-site personnel and shall consult with City with
respect to hiring on-site personnel, it being understood, however, that any final decisions in this regard shall
be made by Contractor/Service Provider. The City will reimburse Contractor/Service Provider via the
operating budget for employee costs as set forth in the Management Plan. Contractor/Service Provider
warrants to City they will conduct criminal background checks of employees.
8.9 No Encumbrances. Contractor/Service Provider may not, in any way, encumber or permit to be
encumbered any of the Project or Project Sites, including mortgages or liens of any type. The Project Sites
shall at all times be free and clear of all liens and encumbrances.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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11 City of Chula Vista Agreement No.: 2022-083
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8.10 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to
have been properly given or served if personally served or deposited in the United States mail, addressed to
such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified
in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or
otherwise provided in writing.
8.11 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of
the Parties included in this Agreement are intended to authenticate this writing and to have the same force and
effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached
to or logically associated with a record and executed and adopted by a Party with the intent to sign such record,
including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions
Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
8.12 Counterparts. This Agreement may be executed in any number of counterparts that, collectively, shall
constitute one and the same instrument. Facsimile signatures shall be effective as original signatures with regard
to this Agreement. Each party represents to the other that the execution and delivery of this Agreement by such
party have been properly authorized and that all signatures are genuine.
(End of page. Next page is signature page.)
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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12 City of Chula Vista Agreement No.: 2022-083
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SIGNATURE PAGE
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and
Contractor/Service Provider agree that they have read and understood all terms and conditions of the Agreement,
that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the
Effective Date.
HYDER & COMPANY CITY OF CHULA VISTA/HOUSING
AUTHORITY
BY:________________________________ BY: ________________________________
KYLE BEACH MARIA V. KACHADOORIAN
VICE PRESIDENT OF ADMINISTRATION CITY MANAGER
HOUSING AUTHORITY DIRECTOR
APPROVED AS TO FORM
BY: ________________________________
Glen R. Googins
City Attorney/General Counsel
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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13 City of Chula Vista Agreement No.: 2022-083
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EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Naader Ho
Management Analyst II
619-691-5263
nho@chulavistaca.gov
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
CityAttorney@chulavistaca.gov
B. Contractor/Service Provider Contract Administration:
HYDER & COMPANY
1649 Capalina Road, Suite 500
San Marcos, CA 92069
760-591-9737
kbeach@hyderco.com
For Legal Notice Copy to:
Kyle Beach
1649 Capalina Road, Suite 500
San Marcos, CA 92069
760-591-9737
kbeach@hyderco.com
2. Required Services
A. General Description:
Contractor shall perform property management functions for the Scattered Sites properties, including but
not limited to, marketing to and selection of tenants, collections of rents, care and maintenance of
property (including utilities), tenant relations, eviction of tenants, maintenance of records and reporting
to City, maintenance of various funds (including security deposit funds and operating funds), and
compliance with all applicable laws and regulations (including those applicable to affordable housing
requirements, landlord-tenant laws, and anti-discrimination laws), and prepare required reports related to
affordable housing units.
B. Detailed Description:
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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14 City of Chula Vista Agreement No.: 2022-083
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1. Resident Selection/Affirmative Marketing Plan. Contractor and City agree to cooperate in the
implementation of the resident selection and affirmative marketing provisions of the Management Plan.
In carrying out these provisions, Contractor shall:
a. Lease units in compliance with the City’s agreement including provisions for any special needs such
as elderly or adapted units.
b. Assure that occupancy shall be open to all, regardless of race, color, ancestry, religion, national origin,
sex, marital status, handicap, use of Section 8 funding, or other arbitrary factors.
c. Assure that all advertising, including letterheads, brochures, and media advertising, shall include a
reference to “this institution is an equal opportunity provider, and employer.”
d. Notify applicants of their eligibility status and advise rejected or ineligible applicants of the reason
for denial.
e. Assure that resident selection is carried out without favoritism or partiality and that the public interest
is served at all times.
2. Compliance with Project Contracts and Procedures. City may have entered into regulatory agreements
governing the operations, management, and maintenance of the Project. These documents are
incorporated herein by this reference, and the Contractor agrees to comply with them. The Contractor
also agrees to comply with the requirements of Section 42 of the I.R.S. Code, if applicable.
Contractor shall prepare standard reports required by an applicable governmental authority. The
preparation of any non-standard report or documentation shall not be included as part of this
Agreement. Preparation of the: Annual City Certification (AOC), Project Cityship Profile (POP), Annual
Operating Expense Report (AOE) and Lender Profile Form (LP) required for tax credit projects are not
considered standard reports and they will be prepared by the City. For HUD projects, the City will
participate in completing the Management Occupancy Review (MOR) addendums B & C.
For projects not previously managed by Contractor–Contractor is not responsible for any material
errors in tenant files prior to the beginning date of this Management Contract. Contractor will conduct a
sample file inspection within 30 days of beginning management services.
The correction of material errors in files prior to this management contract shall not be included as part of
this Agreement. City agrees to have all material errors corrected by: (1) Contractor with a mutually
agreed upon subsequent agreement or (2) an independent consultant.
3. Collection of Rents and Other Receipts. Contractor shall collect when due all rents, charges, and other
amounts receivable in connection with the management and operation of the Project. Such receipts shall
be deposited in a General Operating Account.
4. Accounts. Contractor shall establish separate accounts as trustee for the City for Project funds. These
accounts shall be a General Operating Account, a Security Deposit Account, and any other accounts that
may be required by the City. Funds from these accounts shall be kept in depositories whose deposits are
insured by an agency of the federal government or other comparable federally insured program.
Contractor is authorized to open all of the required accounts without prior approval of the City or written
authorization or resolutions by the City. City will not appear on the signature cards.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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a. General Operating Account: The General Operating Account shall contain the gross operating
receipts received by the Contractor or City and/or its representatives pursuant to Paragraphs 3 and 20
of this Exhibit A. These funds shall be deposited promptly in the General Operating Account.
b. Security Deposit Account: Contractor shall collect security deposits in accordance with
requirements of the residential lease. In collecting, handling, and disbursing these funds, Contractor
shall comply with the requirements of the California Civil Code, Section 1950.5 and Business and
Professions Code Section 10145. These funds shall be kept in an account that is insured by an agency
of the federal government or other comparable federal program. They shall at all times be equal to
the total amount held by the Contractor for the tenant.
5. Disbursements. Contractor may disburse funds from the accounts described in Paragraph 4 above, only
for the purposes noted below. Contractor shall draw no checks nor incur any obligation in an amount
exceeding Five Thousand and no/100 Dollars ($5,000.00), without the express written permission of City,
except as necessary for emergency repairs required to avoid injury to persons or property. Upon receipt
of notice by Contractor, City will promptly make up any shortage in operating cash.
a. General Operating Account: Disbursements may be made from this account in accordance with
the budget, and shall be disbursed, applied, or reserved and set aside for payment when due, in the
following priority, to the extent available:
(1) Salaries, wagers, and any other form of compensation due and payable to Contractor’s
employees employed on site in connection with the maintenance, administration, or operation of
the project, along with all withholding taxes, insurance premiums, Social Security payments,
and other payroll taxes or payments or charges required in connection with such employees.
Contractor collects a payroll deposit of two (2) pay periods.
(2) all charges incurred in the operation of the Project in connection with utilities, real estate taxes
and assessments, and liability, fire and other hazard insurance;
(3) payments of required interest, principal, impounds, fees and charges, if any, on loans which are
secured by liens on the Project;
(4) all other expenses incurred to cover operating costs, including the fee of the Contractor and any
extraordinary expenses, in accordance with the approved annual operating budget of the Project
or as otherwise approved by the City;
(5) deposits to the required bank accounts; and
(6) distributions, in accordance with the direction of the City.
b. Security Deposit Account: Disbursements may be made from this account only to:
(1) pay the cost of any unpaid rent, damage, or unreasonable wear and tear caused by the resident,
after the resident vacates the unit, or to reimburse the General Operating Account for payment
of these costs; or
(2) return to the resident upon termination of the tenancy the portion of the deposit not used in
accordance with (1) above.
6. Insurance. At the direction of the City, the Contractor shall obtain and keep in effect at all times,
insurance covering the Project and its operations. The companies from whom the insurance is purchased,
the conditions in the contract of insurance, the amounts of coverage, and the beneficiaries of each policy,
shall be determined and approved by the City. The Contractor will pay premiums out of the General
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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16 City of Chula Vista Agreement No.: 2022-083
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Operating Account, and premiums will be treated as operating expenses. Any deductible required under
the insurance policy shall be an expense to the Project to which it relates. Contractor shall investigate and
immediately furnish the City with full reports of all accidents occurring on or about the premises of the
Project or in connection with the operation of the Project, or any claims or potential claims for damage
arising out of such accidents on forms provided by City. Contractor shall cooperate with the City and
insurers in the investigations and settlement thereof. If required, the liability policy will name Contractor
as an additional insured. City will provide Contractor with the current Project’s insurance certifications
listing Contractor as additional insured on an on-going basis.
7. Records and Reports. In addition to requirements specified elsewhere in this Agreement, Contractor
shall have the following responsibilities with respect to records and reports:
a. Contractor shall establish and maintain a comprehensive system of records, books, and accounts in a
manner prescribed by generally acceptable accounting practices after consultation with the City. All
records, books, and accounts shall be subject to examination during regular hours of business by any
authorized representative of the City.
b. Contractor shall make additional reports of income and expenses in a time and manner satisfactory
to the City and consistent with acceptable accounting practices.
c. Contractor shall at all times keep all financial records, books, accounts, and other financial material
relating to the operation of the Project in safe condition and accessible to the City.
d. Contractor shall prepare and submit operating reports to the City by the 25th day of the month
following the reported month. The preparation of any non-standard report or documentation shall
not be included as part of this Agreement.
e. Contractor shall cause the financial records of the Project to be available to be audited annually by
an independent certified public accountant licensed in California designated by the City.
8. Management Plan/Annual Budget.
8.1 Contractor shall prepare a Management Plan acceptable to the City.
8.2 Contractor shall submit to the City for approval, a proposed operating budget for the Project. The
proposed operating budget shall be submitted prior to the beginning of each fiscal year. The proposed
operating budget shall set forth the anticipated gross income of the Project and a detailed estimate of all
expenses of the Project. The operating budget shall cover generally those expenses listed in Paragraph 5
above. Upon approval by the City, this proposed operating budget shall be the Operating Budget
(“Operating Budget”) for the next fiscal year of the Project.
9. Maintenance and Repair. Contractor shall cause the Project to be maintained and repaired in a condition
at all times acceptable to the City, including any state or federal requirements regarding the condition of
the property. Obligations under this paragraph shall include, but not be limited to, cleaning, painting,
decorating, plumbing, carpentry, grounds care, and all such other maintenance and repairs as may be
necessary, subject to (i) any limitations imposed by the City and (ii) to those limitations contained herein.
The following provisions shall apply to maintenance and repair of the Project:
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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a. A preventive maintenance schedule shall be developed by Contractor for approval by the City. This
Schedule shall be incorporated into the Management Plan.
b. Contractor shall contract with qualified independent contractors for the maintenance and repair of
items beyond the capability of regular maintenance employees.
c. Contractor shall systematically and promptly receive and investigate all requests for maintenance or
repair from residents, take action thereon as may be justified, and keep records of the same.
Contractor shall inform tenants of procedures to obtain maintenance services if an emergency occurs
after normal office hours. Contractor shall have a dedicated phone number and point of contact for
maintenance or repair (including emergencies) requests. Contractor shall maintain a logbook
containing all service requests and maintenance repairs provided, copies of which shall be subject to
inspection by the City. Contractor shall perform the requirements of this Paragraph expeditiously
and shall ensure that each unit occupied by residents is safe and habitable.
d. Subject to the spending limitations set out in this Contract, Contractor is authorized to purchase all
materials, equipment, tools, appliances, supplies, and services necessary to ensure proper
maintenance and repair of the Project.
e. City shall furnish Contractor with a complete set of plans and specifications accurately reflecting the
Project as built and copies of all valid guarantees and warranties pertinent to construction, fixtures,
and equipment. With the aid of this information and inspection by competent personnel, Contractor
shall familiarize itself with the character, location, construction, layout, plan, and operation of the
Project and especially of the electrical, heating, plumbing, air conditioning and ventilating syst ems,
and all other mechanical equipment and systems.
For projects not previously managed by Contractor– Contractor is not responsible for any
substantial deferred maintenance items prior to the beginning date of this Management
Contract. Contractor will conduct a full property and unit inspection within 30 days of beginning
management services. The correction of any substantial deferred maintenance items shall not be
included as part of this Agreement and it will be necessary to execute a subsequent agreement for their
correction.
10. Rent and Rent Adjustments. Initial rents and subsequent rent adjustments are subject to City Approval.
11. Utilities and Services. Contractor shall make arrangements for all unit to have utilities, sewage, rubbish
collection, and vermin extermination. Contractor has the authority to execute such contracts on behalf of
City as may be necessary to secure such services, subject to the limitations described in Paragraph 5 of
this Exhibit A. For areas outside of the units, such as common areas and shared laundry facilities, they
are covered by the attendant HOA.
12. Enforcement of Residential Lease. Contractor is responsible for securing the full compliance of each
resident with the terms of the Residential Lease.
13. Orientation/Training. Contractor and appropriate personnel shall attend orientation or training sessions
as may be required by the City.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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14. Resident Counseling. Contractor shall, consistent with sound management of the Project, make referrals
to available community social service agencies in cases of financial hardship or under similar
circumstances that could lead to termination of a tenancy or eviction.
15. Termination of Tenancies or Evictions. Subject to City approval, Contractor may take action to
terminate or evict any tenants where in Contractor’s judgment, sufficient cause for such termination or
eviction exists under the terms of the Residential Lease. If Legal Counsel is required to pursue an eviction,
Contractor shall notify the City of such a need. The City Attorney’s Office shall thereafter obtain Legal
Counsel as determined appropriate by the City Attorney. Contractor shall keep City informed of the
progress of such actions if requested.
16. Compliance with Laws and Regulations. Contractor shall use commercially reasonable efforts to
comply with all federal, state and municipal laws, ordinances, regulations and orders relative to the
leasing, use, operation, repair and maintenance of the Property as such apply to Contractor in th e
performance of its duties hereunder, including laws prohibiting discrimination in housing, employment
laws (including those related to unfair labor practices), laws dealing with the proper handling, accounting
and disbursement of tenant damage or securit y deposits, laws regarding the storage, release and disposal
of hazardous materials and toxic substances, including without limitation, asbestos, petroleum and
petroleum products by Contractor. Contractor and City each shall notify the other of any notice of
violation of law with respect to the Property that it receives from any governmental authority or any notice
of violation or required corrective action that it receives from any board of fire underwriters or similar
agency. Contractor agrees and acknowledges that it shall be responsible for, and shall use commercially
reasonable efforts to, keep the Property in compliance with all bond and lender requirements, regulatory
agreements and all other agreements and regulations applicable to the operation of the Property and, in so
doing, Contractor shall make all submissions and filings required by such agreements and regulations,
subject to the limitations described in Paragraph 2 of this Exhibit A.
17. Nondiscrimination. Contractor shall ensure that services and facilities are provided without regard to
ethic group identification, race, color, ancestry, religion, national origin, creed, age, sex, marital status,
physical or mental disability, or political affiliation in compliance with State and Federal laws related to
discrimination (including housing), including, but not limited to, Title IX of the Education Amendments
of 1972; Title VI of the Civil Rights Act of 1964 (Public Law 88-352) and the regulations issued pursuant
thereto (24 CFR Part I); Executive Order 11063 and the regulations issued pursuant thereto (25 CFR
570.601); Title VII of the 1964 Civil Rights Act (42 U.S.C. 2000-d); Title VIII of the 1968 Civil Rights
Act (Public Law 90-384); the Age Discrimination Act of 1975 (42 U.S.C. 6101); the Americans with
Disabilities Act of 1990 (and as subsequently amended and attendant regulations); Government Code
section 11135 et. seq., and Section 504 of the 1974 Rehabilitation Act.
18. Fidelity Bond. Contractor shall furnish, as a Project expense, a fidelity bond.
19. Inspection of Units. Contractor shall inspect all units in the Project at least annually or as otherwise
required by law or the City.
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Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
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20. Bids, Discounts, Rebates, and Commissions. Contractor shall obtain contracts, materials, supplies, and
services on the most advantageous terms available to the Project and shall solicit formal bids for each
major item or service as required by the City and/or regulatory agreement(s). Contractor shall secure and
credit to the General Operating Account all discounts, or commissions obtainable with respect to
purchases, service contracts, and other transactions on City’s behalf. Contractor shall not have a financial
interest in contracts or procurement of services under this Paragraph.
21. Specific Performance Requirements. In addition to any other requirement mandated by the Agreement:
a. Contractor shall maintain a monthly occupancy rate of 95%.
b. Contractor shall begin filling a vacancy within five (5) days of said vacancy and shall complete
filling said vacancy within 30 days thereafter unless otherwise agreed upon by the City.
c. Contractor shall take immediate action on delinquent rents, lease violations, and resident caused
damage.
d. Contractor shall respond to routine work requests within three (3) days.
e. Contractor shall respond to HOA requests or inquires within three (3) days.
f. Contractor shall respond to emergencies immediately and complete work within 24 hours unless
there are extenuating circumstances.
g. Contractor shall lease units under terms required by the City and enforce said terms.
h. Contractor shall maintain the grounds, common areas, and ensure units are maintained in a decent,
safe, and sanitary condition.
i. Contractor shall, within 24 hours, Contractor shall notify City of any police, fire, or health-related
emergency activity.
22. Site Manager. Contractor shall designate an individual to serve as and to perform the duties of a Site
Manager for all the Scattered Sites.
23. Scattered Sites Descriptions. The Scattered Sites shall consist of the following properties: 2232
Huntington Point Rd #54 / 2260 Huntington Point Rd. #98 / 2264 Huntington Point Rd. #101 / 532 Anita
Street #101 / 536 Anita Street #86 / 1547 Broadway #37 / 621 D Street #109
3. Term/Completion Date: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall
begin on August 1, 2022 and end on June 30, 2022.
4. Compensation:
1. [Contract Service] Contractor’s services to be covered by the Management Fee include the following:
Off-site overhead
Supervision
Preparation of financial statements and reports as agreed
Payroll and benefit processing
Off-site computer processing
Project bookkeeping and accounting
DocuSign Envelope ID: 9AEDF84D-E40E-4CFD-B3EB-BA56A9E1F857
Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
DocuSign Envelope ID: F3773CB1-C546-49C7-9FF2-B07A401F1E49
20 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
[Project Costs] Services not covered by the Management Fee, but which are covered via the Operating
Budget and General Operating Account include the following:
Employee costs including pay, benefits, taxes, and social security
Fidelity insurance, errors and omissions insurance, E.P.L.I ., cyber insurance,
tenant discrimination insurance & workers compensation insurance
Project Operating expenses
Maintenance & repairs
On-site telephone & computer costs including software &
hardware maintenance costs
Annual audit and other owner reports not required by
this Agreement.
On-site computer costs (hardware and software) & processing
To the extent Contractor provides services identified in this section, they shall be paid at the hourly rate
so specified from the Operating Budget in the amounts set forth in Section 2 [Service Fee], Paragraph B
[Specified Project Costs] of this Paragraph 4 described below.
2. [Compensation].
A. [Service Fee] Contractor shall be compensated for its services under this contract by a monthly fee
(“Management Fee”) to be paid out of the General Operating Account. The monthly fee shall be 6.75%
of all residential, commercial, and miscellaneous income collected derived from the Project’s income,
including additional subsidy amounts, in the total not to exceed amounts set forth below.
Term Amount
Initial $12,600
Option Year 1 $12,978
Option Year 2 $13,368
Option Year 3 $13,769
Option Year 4 $14,182
Total $66,897
B. [Specified Project Costs] The following fees will be paid in addition to the Contractor’s Compensation
(identified the Operating Budget and paid from the General Operating Account):
Hourly Rate for Site Manager services billed at $25.00 per hour.
Hourly Rate for Maintenance services billed at $25.00 per hour.
Hourly Rate for Compliance services billed at $25.00 per hour.
Mileage reimbursement for visiting the sites at the IRS rate for mileage reimbursement.
Software Expenses of $550 per year as follows:
DocuSign Envelope ID: 9AEDF84D-E40E-4CFD-B3EB-BA56A9E1F857
Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
DocuSign Envelope ID: F3773CB1-C546-49C7-9FF2-B07A401F1E49
21 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
o Yardi Costs at $40 per year per unit or $280 per year
o Email connection fee at $10 per month or $120 per year
o Anti-virus software proration at $150 per year
Notwithstanding the foregoing, the maximum amount to be paid to the Contractor/Service Provider via the Service
Fee for services performed through June 30, 2027, shall not exceed $66,897.
5. Special Provisions
☐ Permitted Sub-Contractor/Service Providers: None
☒ Security for Performance: Provide Fidelity Bond as stated in the Agreement
☒ Notwithstanding the term/completion date set forth in Section 3 above, City has option to extend this
Agreement for four (4) additional terms, defined as a one-year increment. The City Manager or Director of
Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an
option to extend, each extension shall be on the same terms and conditions contained herein, provided that the
amounts specified in Section 4 above may be increased as agreed by the Parties. The City shall give written
notice to Contractor/Service Provider of the City’s election to exercise the extension via the Notice of Exercise
of Option to Extend document. Such notice shall be provided at least 30 days prior to the expiration of the term.
DocuSign Envelope ID: 9AEDF84D-E40E-4CFD-B3EB-BA56A9E1F857
Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
DocuSign Envelope ID: F3773CB1-C546-49C7-9FF2-B07A401F1E49
22 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
EXHIBIT B
INSURANCE REQUIREMENTS
Contractor/Service Provider shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to
provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes
(x).
Type of Insurance Minimum Amount Form
☒ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☒ Automobile Liability $1,000,000 per accident for bodily
injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
☒ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
Other Negotiated Insurance Terms: None.
DocuSign Envelope ID: 9AEDF84D-E40E-4CFD-B3EB-BA56A9E1F857
Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
DocuSign Envelope ID: F3773CB1-C546-49C7-9FF2-B07A401F1E49
23 City of Chula Vista Agreement No.: 2022-083
Consultant Name: Hyder & Company Rev. 09/15/20
EXHIBIT C
CONTRACTOR/SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION
The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (“Code”) require designated state and
local government officials, including some Contractor/Service Providers, to make certain public disclosures using
a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to
any member of the public. In addition, Contractor/Service Providers designated to file the Form 700 are also
required to comply with certain ethics training requirements.3
☒ A. Contractor/Service Provider IS a corporation or limited liability company and is therefore EXCLUDED4
from disclosure.
☐ B. Contractor/Service Provider is NOT a corporation or limited liability company and disclosure designation
is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES
(Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Address Applicable Designation
☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more of
the categories under which the Contractor shall
file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☒ C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition
of “Contractor/Service Provider,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online
filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required
annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the
Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the
Contractor/Service Provider will provide. Notwithstanding this designation or anything in the Agreement, the
Contractor/Service Provider is ultimately responsible for complying with FPPC regulations and filing requirements. If
you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041,
or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written
determination of the Contractor’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Naader Ho
1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704.
2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg.
18700.3 (Consultant defined as an “individual” who p articipates in making a governmental decision; “individual” does not include
corporation or limited liability company).
DocuSign Envelope ID: 9AEDF84D-E40E-4CFD-B3EB-BA56A9E1F857
Exhibit A
CC Resolution No. 2022-200
HA Resolution No. 2022-006
DocuSign Envelope ID: F3773CB1-C546-49C7-9FF2-B07A401F1E49