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2023/10/19 Post Agenda Packet
REGULAR MEETING OF THE CITY COUNCIL **POST AGENDA** Date:Tuesday, September 19, 2023, 5:00 p.m. Location:Council Chambers, 276 Fourth Avenue, Chula Vista, CA View the Meeting Live in English & Spanish: chulavistaca.gov/councilmeetings Cox channel 24 in English only Welcome to your City Council Meeting PUBLIC COMMENTS: Public comments may be submitted to the City Council in the following ways: In-Person. The community is welcome to make public comments at this City Council meeting. • Submit an eComment: Visit www.chulavistaca.gov/councilmeetings, locate the meeting and click the comment bubble icon. Select the item and click "Leave Comment." eComments can be submitted until the conclusion of public comments for the item and are viewable online upon submittal. If you have difficulty submitting eComments, email comments to: cityclerk@chulavistaca.gov. • HOW TO WATCH: Live stream is available at www.chulavistaca.gov/councilmeetings. To switch the video to Spanish, please click on "ES" in the bottom right hand corner. Meetings are available anytime on the City's website (English and Spanish). ACCESSIBILITY: Individuals with disabilities or special needs are invited to request modifications or accommodations to access and/or participate in a City meeting by contacting the City Clerk’s Office at cityclerk@chulavistaca.gov or (619) 691-5041 (California Relay Service is available for the hearing impaired by dialing 711) at least forty-eight hours in advance of the meeting. SPEAKER TIME LIMITS: The time allotted for speakers may be adjusted by the Mayor. - Five minutes* for specific items listed on the agenda - Three minutes* for items NOT on the agenda (called to speak during Public Comments) - A group of individuals may select a spokesperson to speak on their behalf on an agenda item, waiving their option to speak individually on the same item. Generally, five minutes are allotted per person, up to a limit of 30 minutes, although the limits may be adjusted. Members of the group must be present. *Individuals who use a translator will be allotted twice the amount of time. GETTING TO KNOW YOUR AGENDA Agenda Sections: CONSENT CALENDAR items are routine items that are not expected to prompt discussion. All items are considered for approval at the same time with one vote. Councilmembers and staff may request items be removed and members of the public may submit a speaker slip if they wish to comment on an item. Items removed from the Consent Calendar are discussed after the vote on the remaining Consent Calendar items. PUBLIC COMMENT provides the public with an opportunity to address the Council on any matter not listed on the agenda that is within the jurisdiction of the Council. In compliance with the Brown Act, the Council cannot take action on matters not listed on the agenda. PUBLIC HEARINGS are held on matters specifically required by law. The Mayor asks for presentations from staff and from the proponent or applicant involved (if applicable) in the matter under discussion. Following questions from the Councilmembers, the Mayor opens the public hearing and asks for public comments. The hearing is closed, and the City Council may discuss and take action. ACTION ITEMS are items that are expected to cause discussion and/or action by the Council but do not legally require a Public Hearing. Staff may make a presentation and Councilmembers may ask questions of staff and the involved parties before the Mayor invites the public to provide input. CLOSED SESSION may only be attended by members of the Council, support staff, and/or legal counsel. The most common purpose of a Closed Session is to avoid revealing confidential information that may prejudice the legal or negotiating position of the City or compromise the privacy interests of employees. Closed sessions may be held only as specifically authorized by law. Council Actions: RESOLUTIONS are formal expressions of opinion or intention of the Council and are usually effective immediately. ORDINANCES are laws adopted by the Council. Ordinances usually amend, repeal or supplement the Municipal Code; provide zoning specifications; or appropriate money for specific purposes. Most ordinances require two hearings: an introductory hearing, generally followed by a second hearing at the next regular meeting. Most ordinances go into effect 30 days after the final approval. PROCLAMATIONS are issued by the City to honor significant achievements by community members, highlight an event, promote awareness of community issues, and recognize City employees. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 2 of 377 Pages 1.CALL TO ORDER 2.ROLL CALL 3.PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE 4.SPECIAL ORDERS OF THE DAY 4.1 Oaths of Office: Health, Wellness, and Aging Commission - Joyce Persichilli Human Relations Commission - Jeff Redondo *4.2 Presentation by Port Commissioner Ann Moore on the Port of San Diego's Public Workshops for Community Input on Upcoming Expanded Access Events 4.3 Presentation of a Proclamation to Lorena Gurule-Montes and Hillary Theakston Proclaiming September 2023 Ovarian Cancer Awareness Month in the City of Chula Vista 4.4 Presentation of a Proclamation to Wayne Nelson Proclaiming September 22, 2023 as California Native American Day in the City of Chula Vista 5.CONSENT CALENDAR (Items 5.1 through 5.12) All items listed under the Consent Calendar are considered and acted upon by one motion. Anyone may request an item be removed for separate consideration. RECOMMENDED ACTION: Council approve the recommended action on the below consent calendar items. 5.1 Approval of Meeting Minutes 10 RECOMMENDED ACTION: Approve the minutes dated: September 12, 2023 5.2 Waive Reading of Text of Resolutions and Ordinances RECOMMENDED ACTION: Approve a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.3 Consideration of Requests for Excused Absences RECOMMENDED ACTION: Consider requests for excused absences as appropriate. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 3 of 377 5.4 Labor Relations: Adopt Ordinances Relating to Project Labor Agreements and Contractor Transparency (Second Reading and Adoption) 26 Location: No specific geographic location Department: City Manager Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt ordinances A) Amending Chapter 2.59 and adding Chapter 2.71 “Project Labor Agreements” of Title 2 of the Chula Vista Municipal Code (Second Reading and Adoption), and B) Adding Chapter 2.72 “Construction Contractor and Subcontractor Reporting” to Title 2 of the Chula Vista Municipal Code. (Second Reading and Adoption) 5.5 Employee Positions: Adopt an Ordinance Adding and Deleting Unclassified Position Titles (Second Reading and Adoption) 37 Location: No specific geographic location Department: Human Resources Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt an ordinance amending Chula Vista Municipal Code Section 2.05.010 to add the unclassified position title of Deputy Director of Community Services and delete the unclassified position titles of City Librarian and Parks and Recreation Administrator. (Second Reading and Adoption) (4/5 Vote Required) 5.6 Agreements: Approve Agreements Between the City and Harrell & Company Advisors, LLC for Financial Advisory Services; Stradling Yocca Carlson & Rauth for Bond and Disclosure Counsel; and Spicer Consulting Group, LLC for Special Tax Consultant Services 40 Report Number: 23-0215 Location: Community Facilities Districts 06-I IA A, 06-I IA B, 07-I, 08-I, and 2001-2 in Eastern Chula Vista. Department: Finance Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 4 of 377 RECOMMENDED ACTION: Adopt resolutions approving agreements between the City and: A) Harrell & Company Advisors, LLC for Financial Advisory Services, B) Stradling Yocca Carlson & Rauth for Bond and Disclosure Counsel, and C) Spicer Consulting Group, LLC for Special Tax Consultant Services, all in connection with the Bond Refinancing of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. 5.7 Agreements: Approve an Agreement with Hinderliter de Llamas (“HdL”) to Provide Sales and Use Tax Auditing Services 95 Report Number: 23-0259 Location: No specific geographic location Department: Finance Environmental Notice: The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt resolution approving sales and use tax audit services between the City of Chula Vista and HdL for fiscal years 2023-24 and one option to extend through fiscal year 2024-25. 5.8 Board, Commission, and Committee Terms: Accept the Local Appointments List of Terms Expiring in 2024 117 Report Number: 23-0209 Location: No specific geographic location Department: City Clerk Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. RECOMMENDED ACTION: Adopt a resolution accepting the 2024 Local Appointments List for board, commission, and committee terms expiring in calendar year 2024. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 5 of 377 5.9 Agreement: Approve Memoranda of Understanding with Sweetwater Union High School District and Chula Vista Elementary School District for the School Resource Officer Program 127 Report Number: 2023-0232 Location: No specific geographic location Department: Police Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt a resolution approving Memoranda of Understanding with Sweetwater Union High School District and Chula Vista Elementary School District for the School Resource Officer Program. 5.10 Agreement: Approve agreement with ThirdWave Corporation for the Development of an Information Technology Master Plan for the City of Chula Vista 149 Report Number: 23-0210 Location: No specific geographic location Department: Information Technology Services Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Adopt a resolution waiving the City’s formal competitive bid requirement and authorizing the City Manager to enter into an agreement with ThirdWave Corporation to establish technical and professional services in support of plan development for the City. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 6 of 377 5.11 Contract Award and Appropriation: Award a Public Works Contract to Sancon Technologies, Inc. for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” Project and Appropriate Funds for that Purpose 247 Report Number: 23-0246 Location: Citywide Department: Engineering Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to the California Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities), and Section 15302 Class 2 (Replacement or Reconstruction). RECOMMENDED ACTION: Adopt a resolution 1) awarding a public works contract to Sancon Technologies, Inc. for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project in the amount of $298,045, and 2) appropriating Sewer Facility Replacement funds to cover the projected costs of the construction phase of the project. (4/5 Vote Required) 5.12 Agreements: Approve Agreements with Arcadis a California Partnership, HNTB Corporation, Iteris, Inc., and STC Traffic, Inc., to Provide On-Call Traffic Engineering & Intelligent Transportation Systems Consulting Services 255 Report Number: 23-0225 Location: No specific geographic location Department: Engineering & Capital Projects Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Notwithstanding the foregoing, the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. RECOMMENDED ACTION: Adopt a resolution approving On-Call Traffic Engineering & Intelligent Transportation Systems Consulting Services agreements with Arcadis a California Partnership, HNTB Corporation, Iteris, Inc., and STC Traffic Inc. for various capital improvement projects and other city projects. 6.PUBLIC COMMENTS The public may address the Council on any matter within the jurisdiction of the Council but not on the agenda. 7.ACTION ITEMS The following item(s) will be considered individually and are expected to elicit discussion and deliberation. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 7 of 377 7.1 City Attorney Special Election: Report by the City Clerk Regarding the Potential Need for a Special Runoff Election and Options for the Date and Format of the Election, and Possible Direction from the City Council 347 Report Number: 23-0237 Location: No specific geographic location Department: City Clerk Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(C)(3) no environmental review is required. RECOMMENDED ACTION: Hear the report and provide direction regarding the format and date for a special runoff election for the City Attorney, if a runoff is required following the November 2023 special election certification. 7.2 Labor Relations: Consideration of Establishing a Healthcare Worker Minimum Wage 353 Report Number: 23-0265 Location: No specific geographic location Department: City Manager Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Place an ordinance on first reading adding Chapter 2.74 “Healthcare Worker Minimum Wage” to Title 2 of the Chula Vista Municipal Code. (First Reading) 7.3 Labor Relations: Consideration of Establishing Traffic Control Worker Minimum Wage 364 Report Number: 23-0264 Location: No specific geographic location Department: City Manager Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. RECOMMENDED ACTION: Place an ordinance on first reading adding Chapter 2.73 “Traffic Control Worker Minimum Wage” to Title 2 of the Chula Vista Municipal Code. (First Reading) City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 8 of 377 8.CITY MANAGER’S REPORTS 9.MAYOR’S REPORTS 10.COUNCILMEMBERS’ COMMENTS 11.CITY ATTORNEY'S REPORTS 12.CLOSED SESSION Announcements of actions taken in Closed Sessions shall be made available by noon on the next business day following the Council meeting at the City Attorney's office in accordance with the Ralph M. Brown Act (Government Code 54957.7) 12.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9 (d)(1): A) Name of case: American Medical Response West v. CA Dept of Healthcare Services, Sacramento Superior Court, Case No. 34-2021-80003757-CU-WM- GDS. B) Name of case: Hanna Wells v City of Chula Vista, et al., San Diego Superior Court, Case No. 37-2023-00036274-CU-CR-CTL. C) Name of case: Estate of Oral W. Nunis, Sr., by and through Roxie Nunis, et al. v. City of Chula Vista, et al., United States District Court, Case No. 21-cv- 1627-AJB-DEB. 12.2 Conference with Labor Negotiators Pursuant to Government Code Section 54957.6 Agency designated representatives: Maria Kachadoorian, Tiffany Allen, Courtney Chase, Tanya Tomlinson, Sarah Schoen, and Edward Prendell Employee organization: ACE, IAFF, NIAF, MM/PR, POA, WCE, and unrepresented employees. 13.ADJOURNMENT to the Mayor's State of the City Address on September 26, 2023, at 6:00 p.m. at the Elite Athlete Training Center located at 2800 Olympic Parkway, and then to the regular City Council meeting on October 3, 2023, at 5:00 p.m. in the Council Chambers. Materials provided to the City Council related to an open session item on this agenda are available for public review, please contact the Office of the City Clerk at cityclerk@chulavistaca.gov or (619) 691-5041. Sign up at www.chulavistaca.gov to receive email notifications when City Council agendas are published online. City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 9 of 377 City of Chula Vista Regular Meeting of the City Council Meeting Minutes September 12, 2023, 5:00 p.m. Council Chambers, 276 Fourth Avenue, Chula Vista, CA Present: Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, Mayor McCann Also Present: City Manager Kachadoorian; Jill Maland representing Lounsbery Ferguson Altona & Peak LLP, Interim Acting City Attorney; Deputy Director City Clerk Turner; Deputy Director City Clerk Hernandez The City Council minutes are prepared and ordered to correspond to the City Council Agenda. Agenda items may be taken out of order during the meeting. The agenda items were considered in the order presented. _____________________________________________________________________ 1. CALL TO ORDER A regular meeting of the City Council of the City of Chula Vista was called to order at 5:04 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. 2. ROLL CALL Deputy Director of City Clerk Services Turner called the roll. 3. PLEDGE OF ALLEGIANCE TO THE FLAG AND MOMENT OF SILENCE Deputy Mayor Preciado led the Pledge of Allegiance. 4. SPECIAL ORDERS OF THE DAY 4.1 Oaths of office: Health, Wellness, and Aging Commission - Pat Mallen Planning Commission - Rodrigo Leal Deputy Director of City Clerk Services Turner administered the oath of office to Commissioners Mallen and Leal and presented them with certificates of appointment. Page 10 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 2 5. CONSENT CALENDAR (Items 5.1 through 5.14) Items 5.1, 5.4, 5.6, 5.7, 5.8, 5.10, 5.11, and 5.12 were removed from the Consent Calendar at the request of members of the public. Moved by Mayor McCann Seconded by Deputy Mayor Preciado To approve the recommended actions appearing below consent calendar Items 5.2 through 5.3, 5.5, 5.9, and 5.13 through 5.14. The headings were read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) 5.2 Waive Reading of Text of Resolutions and Ordinances Approval of a motion to read only the title and waive the reading of the text of all resolutions and ordinances at this meeting. 5.3 Consideration of Requests for Excused Absences A) Approval of an excused absence request from Deputy Mayor Preciado for the August 8, 2023 Special City Council meeting. B) Approval of an excused absence request from Mayor McCann for the August 28, 2023 Special City Council meeting. 5.5 Contract Award and Appropriation: Award a Public Works Contract to Jennette Company, Inc. for the Agua Vista Pump Station Upgrades (SWR0286) Project and Appropriate Funds for that Purpose Adopt a resolution awarding a public works contract to Jennette Company Inc. for the Agua Vista Pump Station Upgrades (SWR0286) project in the amount of $929,789; and appropriating funds to cover the projected costs of the construction phase of the project. (4/5 Vote Required) Item 5.5 heading: RESOLUTION NO. 2023-126 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING BIDS, AWARDING A CONTRACT FOR THE “AGUA VISTA PUMP STATION UPGRADES (SWR0286)” PROJECT TO JENNETTE COMPANY INC., AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.9 Grant Acceptance and Appropriation: Accept a Grant from the California Governor’s Office of Emergency Services for the Paul Coverdell Forensic Science Improvement Program and Appropriate Funds Adopt a resolution accepting $54,893 in grant funds from the California Governor’s Office of Emergency Services and appropriating the funds to the Police Grants Section of the Federal Grants Fund for the Paul Coverdell Forensic Science Improvement Program. (4/5 Vote Required) Page 11 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 3 Item 5.9 heading: RESOLUTION NO. 2023-130 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING GRANT FUNDS FROM THE CALIFORNIA GOVERNOR’S OFFICE OF EMERGENCY SERVICES FOR THE COVERDELL FORENSIC SCIENCE IMPROVEMENT PROGRAM AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.13 Ratification of Appointment: City Manager’s Appointment of the Deputy City Manager – Courtney Chase Adopt a resolution ratifying the City Manager’s appointment of Courtney Chase as Deputy City Manager. Item 5.13 heading: RESOLUTION NO. 2023-134 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA RATIFYING THE CITY MANAGER’S APPOINTMENT OF DEPUTY CITY MANAGER – COURTNEY CHASE 5.14 Investment Report: Quarter Ending June 30, 2023 Receipt of the investment report for the quarter ending on June 30, 2023. ITEMS REMOVED FROM THE CONSENT CALENDAR 5.1 Approval of Meeting Minutes Moved by Mayor McCann Seconded by Deputy Mayor Preciado To approve the minutes dated: August 8, 2023 (Special Meeting), August 8, 2023 (Regular Meeting), and August 28, 2023. the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) 5.4 Grant Award and Appropriation: Accept a Grant from Public Risk Innovation, Solutions, and Management for Animal Care Services, and Amend the Fiscal Year 2023/24 Budget by Appropriating Funds For that Purpose Alan C. spoke in opposition to euthanizing animals at the shelter. Moved by Deputy Mayor Preciado Seconded by Councilmember Chavez To adopt Resolution No. 2023-125, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Page 12 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 4 Item 5.4 header: RESOLUTION NO. 2023-125 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING A GRANT FROM PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.6 Apparatus/Vehicle Purchases: Approve the Purchase of One Pierce Enforcer Urban Search & Rescue and Three Unruh Type 6 Squad Apparatus, and Appropriate Funds for the Urban Search & Rescue Apparatus and Other Various Non-Safety Vehicles John Acosta spoke in opposition to the lead time to receive the vehicles. Fire Chief Muns and Deputy Chief Manroe spoke regarding the lead time for vehicle production. Moved by Mayor McCann Seconded by Deputy Mayor Preciado To adopt Resolution No. 2023-127, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 5.6 heading: RESOLUTION NO. 2023-127 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING THE PURCHASE OF ONE URBAN SEARCH & RESCUE AND THREE SQUAD FIRE APPARATUS AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.7 Agreement: Approve an Agreement with The Regents of the University of California for Medical Director Services John Acosta requested additional information about the item. Fire Chief Muns spoke regarding the item. Moved by Mayor McCann Seconded by Councilmember Cardenas To adopt Resolution No. 2023-128, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Page 13 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 5 Item 5.7 heading: RESOLUTION NO. 2023-128 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE MEDICAL DIRECTOR AGREEMENT BETWEEN THE CITY AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA 5.8 Agreement: Approve an Agreement with Focus Psychological Services, Inc. to Provide Psychological Services to the Fire and Police Departments Alan C. requested additional information about the item. Police Captain Peak spoke regarding the item. Moved by Mayor McCann Seconded by Deputy Mayor Preciado To adopt Resolution No. 2023-129, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 5.8 heading: RESOLUTION NO. 2023-129 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH FOCUS PSYCHOLOGICAL SERVICES, INC. TO PROVIDE PSYCHOLOGICAL SERVICES TO THE FIRE AND POLICE DEPARTMENTS 5.10 Agreement Amendment and Fund Reallocation: Reallocate HOME Investment Partnership Program Funds and Amend the Agreement with SBCS Corporation for the 2022-2023 Tenant-Based Rental Assistance Program CV Constituent submitted written comments expressing a neutral position on the item. Moved by Mayor McCann Seconded by Deputy Mayor Preciado To adopt Resolution No. 2023-131, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 5.10 heading: RESOLUTION NO. 2023-131 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA REALLOCATING U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT HOME INVESTMENT PARTNERSHIP PROGRAM FISCAL YEAR 2014-15 FUNDS TO A TENANT-BASED RENTAL ASSISTANCE PROGRAM AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL Page 14 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 6 ASSOCIATED GRANT DOCUMENTS AND A FIRST AMENDMENT TO THE AGREEMENT WITH SBCS CORPORATION (4/5 VOTE REQUIRED) 5.11 Grant Application: Approve the City’s Filing of a Community Enhancement Grant Application with the County of San Diego for the City-Sponsored 2023 Starlight Parade John Acosta spoke regarding the item. Communications Manager Clock spoke regarding the item. Moved by Mayor McCann Seconded by Councilmember Chavez To adopt Resolution No. 2023-132, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 5.11 heading: RESOLUTION NO. 2023-132 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE CITY’S FILING OF AN APPLICATION FOR A COMMUNITY ENHANCEMENT GRANT FROM THE COUNTY OF SAN DIEGO FOR THE CITY-SPONSORED 2023 STARLIGHT PARADE, AUTHORIZING THE CITY MANAGER TO EXECUTE THE GRANT AGREEMENT AND RELATED GRANT DOCUMENTS, AND APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) 5.12 Agreements: Amendments to Legal Services Agreements with Best, Best, and Krieger, LLP to Provide On-Call and Public Records Act Legal Services John Acosta spoke regarding legal services. Moved by Mayor McCann Seconded by Councilmember Cardenas To adopt Resolution No. 2023-133, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 5.12 heading: RESOLUTION NO. 2023-133 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AMENDMENTS TO THE LEGAL SERVICES AGREEMENTS FOR ON-CALL AND PUBLIC RECORDS ACT LEGAL SERVICES BETWEEN THE CITY AND BEST, BEST, AND KRIEGER, LLP Page 15 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 7 6. PUBLIC COMMENTS Leticia submitted written comments in support of Harborside Park. Joseph Raso spoke in opposition to the tenant protection ordinance. The following individuals spoke in support of opening Harborside Park: Alan C Lillie Hebert Delia Dominguez Cervantes Gina E Diana MJE Sandy H Laura Leticia The following individuals spoke in support of a single-use plastic reduction ordinance: Kate Van Warmer Elizabeth Hernandez David Rojas Aviva Devore Marvin Canton Aaliyah Victoria Abigail Costello Joel Bergara Sebastian Shaul Janis Jones, representing Rise Above Plastics At the request of Deputy Mayor Preciado, there was a consensus of the City Council to make a referral to the City Manager to arrange a meeting with Sustainability staff to provide an update on the City's efforts related to a single-use plastic reduction ordinance. The following individuals spoke regarding Community Through Hope: Rosy Vasquez, representing Community Through Hope Harold De Moss Karen Wabenherst requested maintenance of a hillside in the area of H Street and First Avenue. The following individuals spoke regarding homelessness: Brandon Claypool Jonathan Gonzales Christine Brady spoke regarding running for District 4 and Harborside Park. Page 16 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 8 John Acosta spoke regarding various matters. Maria Isabel J. Elias spoke regarding maintenance needs and taxes. Mayor McCann recessed the meeting at 7:00 p.m. The City Council reconvened at 7:12 p.m., with all members present. 7. PUBLIC HEARINGS 7.1 Planning Commission Appeal: Certification of Mitigated Negative Declaration (IS21-0006) and Approval of a Design Review for a 178,156-Square-Foot Industrial Building for Office and Warehouse Uses on a Vacant 9.72-Acre Site Located at 517 Shinohara Lane Notice of the hearing was given in accordance with legal requirements, and the hearing was held on the date and no earlier than the time specified in the notice. Mayor McCann and Acting City Attorney Maland spoke regarding the item proceedings. City Councilmembers reported the following ex parte communications: Councilmember Cardenas reported no ex parte communications. Deputy Mayor Preciado stated he visited the project site and did not have communications with any parties. Mayor McCann reported no ex parte communications. Councilmember Chavez reported no ex parte communications. Councilmember Gonzalez stated he heard the Planning Commission's deliberation on the item and had not had communications with any parties. Director of Development Services Black and Planning Manager Philips gave a presentation on the item. Mayor McCann opened the public hearing. Mary Lanier of McKenna Lanier Group, representing the project applicant, ViaWest Group and On Point spoke regarding the project. No representatives from the Golden State Environmental Justice Alliance, the appellant, were present. The following individuals spoke in favor of the project: Ralph Velador, representing Liuna Local 89 Kelvin Barrios, representing Liuna Local 89 Tucker Hohenstein Alan C spoke in opposition to the project. There being no further members of the public who wished to speak, Mayor McCann closed the public hearing. Page 17 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 9 Moved by Mayor McCann Seconded by Councilmember Gonzalez To adopt Resolution No. 2023-135, the heading was read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 7.1 A heading: A) RESOLUTION NO. 2023-135 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA DENYING THE APPEAL FILED BY THE GOLDEN STATE ENVIRONMENTAL JUSTICE ALLIANCE FOR THE SHINOHARA BUSINESS CENTER PROJECT TO CONSTRUCT A 178,156-SQUARE FOOT OFFICE/WAREHOUSE BUILDING ON A VACANT 9.72-ACRE SITE LOCATED AT 517 SHINOHARA LANE Moved by Mayor McCann Seconded by Councilmember Cardenas To adopt Resolution No. 2023-136, the heading was read, text waived. The motion carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 7.1 B heading: B) RESOLUTION NO. 2023-136 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AFFIRMING THE PLANNING COMMISSION’S CERTIFICATION OF THE FINAL MITIGATED NEGATIVE DECLARATION WITH MITIGATION MONITORING AND REPORTING PROGRAM (IS21-0006; SCH NO. 2022080431) FOR THE SHINOHARA BUSINESS CENTER PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND APPROVING THE DESIGN REVIEW PERMIT (DR21-0032) FOR A 178,156-SQUARE FOOT OFFICE/WAREHOUSE BUILDING ON A 9.72-ACRE SITE LOCATED AT 517 SHINOHARA LANE 8. ACTION ITEMS 8.1 Dog Park: Provide Direction to Staff on the Establishment of an Off-Leash Fenced Dog Park Within the Boundaries of Hilltop Park Community Services Director Lamb spoke regarding the item. Robert Johnson submitted written comments in opposition to the item. John Acosta spoke in support of the item and suggested an alternate location and a divider for the large and small dogs. Page 18 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 10 The following members of the public spoke in opposition to the item: Art Serrano Charles Logan Sagy Amit Alan C Parick Blain submitted written communications in opposition to the item but was not present when called upon to speak. Karla Arajo spoke in support of the item. City Council discussion ensued. At the request of Deputy Mayor Preciado, there was a consensus of the City Council to bring back an item designating an off-leash, unfenced area in the park. 8.2 Labor Relations: Consideration of Ordinances Relating to Contractor Transparency, Project Labor Agreements, and Traffic Control Worker Minimum Wages; a Resolution Adopting a Project Labor Agreement Policy; and Discussion of Healthcare Worker Minimum Wages Mayor McCann requested to bifurcate the item to allow discussion for Item 8.2 (E) before taking action on Item 8.2 (A-D) due to a potential conflict for Councilmember Chavez. Councilmember Chavez stated she would abstain from voting on Item 8.2 (E) due to a potential financial conflict of interest, and she left the dais during the discussion of the item. Assistant City Manager Allen gave a presentation on the healthcare workers' minimum wage ordinance and responded to questions from the City Council. The following members of the public spoke in support of a healthcare workers' minimum wage ordinance: Kelvin Barrios Jehoan Espinoza Jose Lopez, M.D. Leila Khader, who also spoke on behalf of Rafael Lopez Gomez, Jacqueline Logsdon, and Shelbi Agustus Lorenzo Rodriguez Lorena Mendoza Victoria Barron Kelly Solarak Michelle Esparza Eunice Antonio Joni Vargas Bridgette Browning Bryan Reyes Christopher Novea Khaleel Jett Elisabeth Kusiak Page 19 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 11 Alex Scordato Alexis Salazar Steve Sandoval Michelle Krug The following members of the public spoke in opposition to a healthcare workers' minimum wage ordinance: Alan C. Debbie Espe, who also spoke on behalf of Nancy Greengold, representing Sharp Chula Vista Jim O'Callahan Shea Benton Ricardo Roman Pauline Lucatero Fran Butler-Cohen Kevin O'Neil John Acosta Marcy Weaver Donna Baker Michelle Guzman Jeffrey Espinoza Gabriella Malagon-Maldonado Dr. Gayle Howard Tom Gammiere Clara Evans Kevin Mattson, representing San Ysidro Health Lindsey Wade Dimitrios Alexiou Patricia Olvares de los Lobas, who also spoke on behalf of Chris Howard Dr. Smith, who also spoke on behalf of Scott Evans Mayor McCann recessed the meeting at 10:17 p.m. The City Council reconvened at 10:31 p.m., with all members present except Councilmember Chavez. The following members of the public submitted written comments in support of a healthcare workers’ minimum wage: T. Kal Lomu Stephanie Flores The following members of the public submitted written comments in opposition to healthcare workers’ minimum wage. Dr. Chris Gordon Amber Ter-Vrugt Monica Montano Page 20 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 12 City Council discussion ensued. At the request of Councilmember Cardenas, there was a consensus of a majority of the City Council to return to the September 19, 2023, City Council meeting with an ordinance regarding the healthcare workers’ minimum wage. Councilmember Chavez returned to the meeting. Assistant City Manager Allen gave a presentation on the remainder of the item and responded to questions from the City Council. The following members of the public submitted written comments in opposition to the staff's recommendation: Dustin Steiner Tom Finch Delia Dominguez Cervantes The following members of the public submitted written comments in support of the staff's recommendation: Stephanie Gonzalez Stephanie Flores The following members of the public spoke in opposition to the staff's recommendation: Hannah Gbeh Christopher Allen The following members of the public spoke in support of the staff's recommendation: Cori Schumacher Jeremy Abrams Michael Inzunza Kelvin Barrios Leila Khader Jesse Garcia Ansermio Estrada Hale Richardson, representing HomeFed Nick Lee, representing Baldwin & Sons Michelle Krug Alexander Molina Brigette Browning Kevin O'Neil expressed a neutral position on the item. The following members of the public submitted a request to speak on the item but were not present when called upon to speak: Page 21 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 13 Alan C. Delia Dominquez Cervantes Daniel Neighbors Sal Espinoza John Acosta Victoria Barron Kelley Solarak Michelle Esparza Maria B Mercado Mayra Rendon Ericka Rodreguez Moved by Deputy Mayor Preciado Seconded by Councilmember Cardenas To adopt Resolution No. 2023-137 and place the project labor agreement ordinance (Item 8.2 A) on first reading, the headings were read, text waived. The motion was carried by the following vote: Yes (4): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, and Deputy Mayor Preciado No (1): Mayor McCann Result, Carried (4 to 1) Item 8.2 A-B headings: A) ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHAPTER 2.59 AND ADDING CHAPTER 2.71, “PROJECT LABOR AGREEMENTS” REGARDING PROJECT LABOR AGREEMENTS FOR CERTAIN PROJECTS CONSTRUCTED ON CITY OWNED PROPERTY AND AFFORDABLE HOUSING PROJECTS RECEIVING SIGNIFICANT CITY SUBSIDY (FIRST READING) B) RESOLUTION NO. 2023-137 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ADOPTING A POLICY RELATING TO PROJECT LABOR AGREEMENTS FOR CITY CAPITAL IMPROVEMENT PROJECTS Moved by Deputy Mayor Preciado Seconded by Councilmember Cardenas To place the construction contractor and subcontractor reporting ordinance (Item 8.2 C) on first reading, the headings were read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 8.2 C heading: C) ORDINANCE OF THE CITY OF CHULA VISTA ADDING CHAPTER 2.72, “CONSTRUCTION CONTRACTOR AND SUBCONTRACTOR REPORTING” TO Page 22 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 14 TITLE 2 OF THE CHULA VISTA MUNICIPAL CODE TO ENHANCE LOCAL COMPLIANCE WITH LABOR STANDARDS (FIRST READING) At the request of Deputy Mayor Preciado, there was consensus of the City Council to return to the September 19, 2023 City Council meeting with the requested amendments for Item 8.2 D regarding traffic control workers’ minimum wage. 8.3 Employee Compensation and Positions: Approve Amended Classification Plan and Compensation Schedule; Position Counts in Departments; Revised Ordinance; Revised Compensation Schedule; and Updated Conflict of Interest Code Human Resources Manager Tomlinson spoke regarding the item and announced that approval of the item would affect executive compensation. LL submitted written comments requesting additional information on the item. Moved by Deputy Mayor Preciado Seconded by Councilmember Gonzalez To adopt Resolution Nos. 2023-138 through 2023-141 and place the ordinance (Item 8.3 E) on first reading, the headings were read, text waived. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) Item 8.3 headings: A) RESOLUTION NO. 2023-138 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AMENDING THE CLASSIFICATION PLAN AND COMPENSATION SCHEDULE TO (1) REFLECT THE ADDITION AND DELETION OF POSITION TITLES AND (2) SALARY ADJUSTMENTS FOR CERTAIN CLASSIFICATIONS AND AMENDING THE AUTHORIZED POSITION COUNT IN VARIOUS DEPARTMENTS EFFECTIVE SEPTEMBER 22, 2023 B) RESOLUTION NO. 2023-139 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE REVISED FISCAL YEAR 2023-24 COMPENSATION SCHEDULE EFFECTIVE SEPTEMBER 22, 2023, AS REQUIRED BY CALIFORNIA CODE OF REGULATIONS, TITLE 2, SECTION 570.5 C) RESOLUTION NO. 2023-140 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA MODIFYING THE APPENDIX TO THE LOCAL CONFLICT OF INTEREST CODE TO AMEND THE LIST OF DESIGNATED FILERS, AND ASSOCIATED DISCLOSURE CATEGORIES D) RESOLUTION NO. 2023-141 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA MAKING VARIOUS AMENDMENTS TO THE FISCAL YEAR 2023/24 BUDGET FOR APPROPRIATING FUNDS THEREFOR (4/5 VOTE REQUIRED) E) ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHULA VISTA MUNICIPAL CODE SECTION 2.05.010 ADDING THE UNCLASSIFIED POSITION Page 23 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 15 TITLE OF DEPUTY DIRECTOR OF COMMUNITY SERVICES AND DELETING THE UNCLASSIFIED POSITION TITLES OF CITY LIBRARIAN AND PARKS AND RECREATION ADMINISTRATOR (FIRST READING) (4/5 VOTE REQUIRED) 9. CITY MANAGER’S REPORTS There were none. 10. MAYOR’S REPORTS There were none. 11. COUNCILMEMBERS’ COMMENTS 11.1 Councilmember Gonzalez: Response to ad-hoc subcommittee's memo and recommendations on the Budget and Strategic Plan. Councilmember Gonzalez spoke regarding the item. 11.2 Deputy Mayor Preciado: Consideration of forming the ad-hoc subcommittee for the purpose of addressing Downtown Third Avenue concerns. Deputy Director of City Clerk Services Turner announced that a revised memorandum for Item No. 11.2 had been distributed to the City Council and that action on the item would be with respect to the revised document. Moved by Deputy Mayor Preciado Seconded by Councilmember Cardenas To form an ad-hoc subcommittee consisting of Mayor McCann and Deputy Mayor Preciado for the purpose of addressing Downtown Third Avenue concerns. The motion was carried by the following vote: Yes (5): Councilmember Cardenas, Councilmember Chavez, Councilmember Gonzalez, Deputy Mayor Preciado, and Mayor McCann Result, Carried (5 to 0) 12. CITY ATTORNEY'S REPORTS There were none. 13. CLOSED SESSION Acting City Attorney Maland announced that the Council would not convene in closed session to discuss the items listed below. 13.1 Conference with Legal Counsel Regarding Existing Litigation Pursuant to Government Code Section 54956.9 (d)(1): A) Name of case: American Medical Response West v. CA Dept of Healthcare Services, Sacramento Superior Court, Case No. 34-2021-80003757-CU-WM-GDS. Action: No Reportable Action - item was not discussed. Page 24 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2023-09-12 City Council Meeting Regular Meeting Minutes Page 16 B) Name of case: Hanna Wells v City of Chula Vista, et al., San Diego Superior Court, Case No. 37-2023-00036274-CU-CR-CTL. Action: No Reportable Action - item was not discussed. C) Name of case: Estate of Oral W. Nunis, Sr., by and through Roxie Nunis, et al. v. City of Chula Vista, et al., United States District Court, Case No. 21-cv-1627- AJB-DEB. Action: No Reportable Action - item was not discussed. 14. ADJOURNMENT The meeting was adjourned at 1:01 AM, on September 13, 2023. Minutes prepared by: Tyshar Turner, Deputy Director of City Clerk Services _________________________ Kerry K. Bigelow, MMC, City Clerk Page 25 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Labor Relations: Adopt Ordinances Relating to Project Labor Agreements and Contractor Transparency (Second Reading and Adoption) Location: No specific geographic location Department: City Manager Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt ordinances A) Amending Chapter 2.59 and adding Chapter 2.71 “Project Labor Agreements” of Title 2 of the Chula Vista Municipal Code (Second Reading and Adoption), and B) Adding Chapter 2.72 “Construction Contractor and Subcontractor Reporting” to Title 2 of the Chula Vista Municipal Code (Second Reading and Adoption) Summary These ordinances were placed on first reading on September 12, 2023. The original staff report can be accessed at the following link: https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=34408. Please note, the original staff report may include information beyond the scope of the ordinances proposed for adoption with this action. For questions, please contact the staff indicated in the original staff report or cityclerk@chulavistaca.gov. Page 26 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda SECOND READING AND ADOPTION C:\Program Files\eSCRIBE\TEMP\13173655682\13173655682,,,Ordinance A 2nd Reading.docx ORDINANCE NO. ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHAPTER 2.59 AND ADDING CHAPTER 2.71, “PROJECT LABOR AGREEMENTS” REGARDING PROJECT LABOR AGREEMENTS FOR CERTAIN PROJECTS CONSTRUCTED ON CITY OWNED PROPERTY AND AFFORDABLE HOUSING PROJECTS RECEIVING SIGNIFICANT CITY SUBSIDY WHEREAS, Chula Vista Municipal Code (“CVMC”) Chapter 2.59, “Fair and Open Competition in Contracting,” was adopted by the electorate in June 2010 (“Prop G”); and WHEREAS, Section 4 of Prop G provided that the ordinance codified as Chapter 2.59 could be amended or repealed by a majority vote of the City’s electorate; and WHEREAS, the repeal and replacement of CVMC Chapter 2.59 was adopted by the electorate in March 2020 (“Measure E”); and WHEREAS, the City of Chula Vista (the “City”) has a proprietary interest in projects constructed by private parties on City owned property and financial interest in affordable housing projects in which the City is providing significant subsidy (the “Covered Projects”); and WHEREAS, the City Council desires to limit the risk of labor disputes on Covered Projects, including but not limited to work stoppages and economic interference, by requiring that Project Labor Agreements (“PLAs”) be utilized, where such Covered Projects s atisfy the criteria set forth in this ordinance; and WHEREAS, PLAs increase the likelihood that construction projects will be completed on time and without delay; and WHEREAS, the PLA requirements set forth in this ordinance are important tools to protect the City’s interest in the Covered Projects; and WHEREAS, pursuant to the Charter of the City of Chula Vista, the City Council has the full power and authority to make and enforce all laws and regulations with respect to municipal affairs, subject only to such restrictions and limitations as may be provided in this Charter and in the Constitution of the State; and WHEREAS, at a general election held on March 3, 2020, the voters of the City of Chula Vista adopted Measure E to allow the use of project labor agreements within the City; and WHEREAS, through this Ordinance, the City Council intends to consider and take action upon local policies and procedures to allow the City’s use of project labor agreements. NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows: Page 27 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 2 Section I. Chapter 2.59 is hereby amended to read as follows: Chapter 2.59 REPEALED AND REPLACED BY INITIATIVE 2.59.010 Replacement The City Council of the City of Chula Vista shall, within 180 days of the effective date of the resolution codified in this chapter, consider and take action upon local policies and procedures that allow City’s use of project labor agreements (“PLAs”), and related provisions commonly associated with PLAs, in public works contracting. The policies and procedures acted upon pursuant to this section (the “PLA Policies”) shall include (A) all of the taxpayer protection provisions required by California Public Contract Code Section 2500; (B) such other provisions as may be necessary to be consistent with applicable state law; (C) provisions for transparency and accountability in the contracting process; and (D) such other provisions as may be approved by the City Council consistent with state law and “best practices” as determined by the City Council. [Section 2.59.020 is deleted] Section II. Chapter 2.71 “Project Labor Agreements” is hereby added as follows: Chapter 2.71 PROJECT LABOR AGREEMENTS 2.71.010 Title This chapter is known as the “Project Labor Agreement Ordinance,” may be cited as such, and will be referred to herein as “this chapter.” 2.71.020 Purpose and Intent The purpose of this chapter is to reduce the risk of labor disputes on certain projects in which the City has a proprietary or financial interest by requiring Project Labor Agreements be entered into on such projects. Nothing in this chapter shall be construed to limit the City’s ability to enter into or otherwise require PLAs in other circumstances. 2.71.030 Definitions When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions Page 28 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 3 of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. “City” means the City of Chula Vista. “City-Owned Property” refers to real property and includes property that is owned in fee by the City and property to which the City holds an easement or public right-of-way interest. City-Owned Property does not include property that is otherwise part of a private development project that will be dedicated to the City pursuant to a condition of approval for the private development project. “Code” means the City of Chula Vista Municipal Code. “Covered Project” means 1) a project constructed by a Developer on City-Owned Property with a construction cost of $1,000,000 or more at the time of construction contract award or 2) a Subsidized Housing Project receiving $5,000,000 or more in City or Housing Authority of the City of Chula Vista directed funds, including grants, loans and other funding mechanisms, to be applied to development of such project. “Developer” means a Person undertaking the development of land for the purpose of new construction or renovation of a Covered Project. “Labor Organization” means an organization of any kind, or an agency or employer representation committee or plan, in which employees participate and which exists for the purpose, in whole or in part, of dealing with employers concerning grievances, labor disputes, wages, rates of pay, hours of employment, or conditions of work of employees at a construction project or development in the City, including but not limited to a building and construction trades council consisting of affiliated building and trade unions. “Negotiating Parties” means a Developer and a Labor Organization, engaged in the negotiation of a Project Labor Agreement. “Person” means any individual, firm, partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, or any other group or combination of Persons acting as a unit. “Project Labor Agreement” has the meaning given to such term in the California Public Contract Code, Section 2500(b)(1), as may be amended by the Legislature. “Subsidized Housing Project” means the construction of new, or renovation of existing, housing that is deed restricted to individuals with income equal to or less than 140% of the area median income, as established by the County of San Diego. Page 29 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 4 2.71.040 Project Labor Agreement Required All Persons constructing Covered Projects shall enter into a Project Labor Agreement, except that this requirement shall not apply to projects being funded in whole or in part by any government entity that prohibits the use of Project Labor Agreements. The requirements of this section may be met by either signing onto a citywide Project Labor Agreement or, in the alternative, negotiating a project-specific Project Labor Agreement. All Project Labor Agreements shall include terms required by California Public Contracts Code Section 2500(a), as may be amended, and shall comply with all applicable federal and state laws, as well as all applicable City policies. The City Council may establish policies setting forth additional minimum requirements for privately-negotiated Project Labor Agreements. For Covered Projects on City-Owned Property, submittal to the City of an executed Project Labor Agreement pursuant to this chapter shall be a condition precedent to whichever occurs first: either the commencement of construction or the close of escrow on the purchase or lease of such property. For Subsidized Housing Projects, entering into a Project Labor Agreement pursuant to this chapter shall be a condition precedent to transferring subsidy funds. The City Council may, with approval of the City Attorney, approve transactions with alternative mechanisms for ensuring submittal of an executed Project Labor Agreement prior to commencement of construction. All Project Labor Agreements submitted to the City pursuant to this chapter shall be considered public records. 2.71.050 Inability to Negotiate a Project Labor Agreement In the event that there is no applicable citywide Project Labor Agreement in effect, and a Developer constructing a Covered Project is unable to negotiate a Project Labor Agreement with Labor Organizations that are performing work on the Covered Project as required by this chapter, then, within sixty (60) days of either Negotiating Party’s written reques t to the other for mediation, the Negotiating Parties shall submit the dispute to a mutually agreed upon mediator to assist the Negotiating Parties in reaching a reasonable Project Labor Agreement. Each Negotiating Party shall bear its own costs incurred in mediation, and the cost of the mediator shall be equally split between the Person constructing the Covered Project and the Labor Organization(s). In the event that the Developer and Labor Organization are unable to reach a reasonable Project Labor Agreement through mediation, the mediator shall prepare a report to the City Council within thirty (30) days of conclusion of the mediation, and the Developer may submit the dispute to the City Council who may, in its sole and absolute discretion, conditionally or unconditionally waive any or all of the requirements of this chapter. Further, if a Labor Organization does not agree to participate in mediation, the Developer may submit the dispute to the City Council, who may, in its sole and absolute discretion, conditionally or unconditionally waive any or all of the Page 30 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 5 requirements of this chapter. Information submitted to the City Council under this section shall be considered a public record. 2.71.060 Limitations A. This chapter is not intended to, and shall not be interpreted to, conflict with federal law, or matters of statewide concern under state law, and shall be interpreted to be compatible with federal and state enactments, not limited to those dealing with employee/employer and labor relations, and in furtherance of the public purposes which those enactments encompass. B. This chapter does not require any Developer to be unionized or to recognize a particular Labor Organization, or any particular recognition process, nor does it mandate that employees unionize. C. This chapter does not require any Developer to make any particular promise in order to secure a Project Labor Agreement. The terms of any Project Labor Agreement are to be negotiated directly by the Negotiating Parties, subject to the minimum requirements of this chapter. D. This chapter is not intended to, and shall not be interpreted to, favor any particular outcome in the determination of whether employees are represented and, if so, by which Labor Organization. E. Nothing in this chapter permits or requires the City or any Developer to enter into any agreement in violation of the National Labor Relations Act of 1935, approved July 5, 1935 (49 Stat. 449; 29 U.S.C.S. § 151 et seq.). F. There shall be no criminal or administrative penalty for violation of this chapter. 2.71.070 Effective Date A. This chapter shall apply to Covered Projects on City-Owned Property, for which the City enters into a purchase agreement, lease agreement, license agreement, or otherwise makes a binding written commitment on or after January 1, 2024. B. This chapter shall apply to Subsidized Housing Projects, for which the City Council has taken action to authorize the disbursement of subsidy funds on or after January 1, 2024. Section III. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Page 31 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 6 Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section IV. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Section V. Effective Date This Ordinance shall take effect and be in force on the thirtieth day after its final passage. Section VI. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by Tiffany Allen Jill D.S. Maland Assistant City Manager Lounsbery Ferguson Altona & Peak Acting City Attorney Page 32 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda SECOND READING AND ADOPTION ORDINANCE NO. ORDINANCE OF THE CITY OF CHULA VISTA ADDING CHAPTER 2.72, “CONSTRUCTION CONTRACTOR AND SUBCONTRACTOR REPORTING” TO TITLE 2 OF THE CHULA VISTA MUNICIPAL CODE TO ENHANCE LOCAL COMPLIANCE WITH LABOR STANDARDS WHEREAS, the City of Chula Vista (the “City”) desires to create a culture of safety, accountability, and legal compliance to increase transparency and ensure that labor standards are upheld; and WHEREAS, California Business and Professions Code Division 3, Chapter 9 requires all persons performing contracting work on any project valued at $500 or more in combined labor and material costs to be licensed by the Contractors State Licensing Board; and WHEREAS, unlicensed contractors lack accountability and compete unfairly with licensed contractors who operate with bonds, insurance, and other responsible business practices; and WHEREAS, the City strives to protect human rights, protect workers’ rights, and end labor exploitation by identifying labor violations and unqualified operators; and WHEREAS, enhancing local compliance with labor standards protects public health, safety and welfare and is in the best interest of the City and its residents. NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows: Section I. Chapter 2.72 is added to the Chula Vista Municipal Code to read as follows: Chapter 2.72 CONSTRUCTION CONTRACTOR AND SUBCONTRACTOR REPORTING 2.72.010 Title This chapter is known as the “Construction Contractor and Subcontractor Reporting Ordinance,” may be cited as such, and will be referred to herein as “this chapter”. 2.72.020 Purpose and Intent The purpose of this chapter is to protect the public health, safety, and welfare by enhancing local compliance with the California Business and Professions Code. 2.72.030 Definitions When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed Page 33 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 2 to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. “City” means the City of Chula Vista. “City Manager” means the City Manager of the City of Chula Vista, or designee. “Code” means the City of Chula Vista Municipal Code. “Contractor” means the prime contractor or general contractor for the Project. “Director of Development Services” means the Director of Development Services of the City of Chula Vista, or designee. “Emergency Utility Permit Work” means work performed pursuant to a utility permit on an emergency basis in order to ensure the continued safety and reliability of public utilities. “Inspected Work” means the scope of work to be performed, subject to issuance of a Permit and inspection by the City. Work performed on a Project that is not subject to a Permit and inspection is excluded. “Permit” means any building permit, mechanical permit, plumbing permit, electrical permit, demolition permit, land development permit, grading permit, construction permit, utility permit, or fire permit issued for a Project. “Permittee” means any property owner, property owner’s authorized agent, or licensed contractor who obtains a Permit for a Project. “Person” means any individual, firm, partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, or any other group or combination of Persons acting as a unit. “Project” means A) a residential or mixed-use development consisting of twenty or more dwelling units; B) a non-residential development that proposes 20,000 square feet or more of tenant improvements or additional new gross floor area; or C) utility work in the City right-of-way, excluding Emergency Utility Permit Work. “Qualifying Subcontractor” means a subcontractor of any tier performing the Inspected Work. 2.72.040 Reporting Requirements A. Acknowledgement. As a condition of Permit issuance, the Permittee shall affirmatively acknowledge their obligations pursuant to this chapter. B. Duty to Provide Information. As a condition of receiving City inspections or participating in a City pre-construction meeting, the Permittee shall, under penalty of perjury, submit the following information to the City prior to each Contractor or Qualifying Subcontractor starting work on the project: Page 34 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 3 1. The identity of each Contractor and Qualifying Subcontractor that will perform the Inspected Work, whether a sole proprietor, independent contractor, company, or other entity. 2. For each Contractor and Qualifying Subcontractor so identified: a. Scope of Inspected Work to be performed. b. State contractor’s license number, license category, and license expiration date, if a license is required by the California State Licensing Board to perform the identified Scope of Inspected Work. c. City business license number and expiration date. d. State and federal tax identification numbers. e. Valid worker’s compensation insurance information, including policy number and expiration date. f. Any previous and/or pending enforcement actions resulting from violations of state or federal labor law, along with any penalties paid, criminal convictions, or judgements related to the provisions of the California Labor Code or the Federal Labor Standards Act. Permittee may provide a sworn attestation from a Contractor or Qualifying Subcontractor to satisfy this requirement. 3. For work performed pursuant to a utility franchise agreement with the City, without a Permit, the information required pursuant to subsections 2.72.040(B)(1) and 2.72.040(B)(2) shall be submitted to the City concurrent with providing notice of such work. C. Duty to Update Changed Information. At any time between Permit issuance and final inspection, if a change occurs in any information submitted to the City pursuant to Section 2.72.040(B) of this chapter, the Permittee shall submit updated information to the City within 72 hours of Permittee’s knowledge of such change, excluding weekends and Holidays. 2.72.050 Penalty for Violations A. It shall be unlawful for any Permittee to fail to comply with the requirements of this chapter. B. City shall withhold inspections for any Inspected Work until such compliance is achieved. C. The Director of Development Services may issue a stop work order if more than one violation of this chapter is committed in connection with the same Permit. A stop work order issued pursuant to this chapter shall be made in writing and served on the Permittee via certified mail. Notice of such stop worker order shall also be conspicuously posted at the job site of the subject Permit. Continued violations of this chapter committed in connection with the same Permit may result in extended stop work periods, up to and including 180 days. Page 35 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 4 D. The penalties specified in this section shall be the sole penalties available under local law for a violation of this chapter. E. In accordance with CVMC 15.04.015 and 15.06.080, no Person shall perform work or cause work to be performed prior to issuance of a Permit. 2.72.060 Effective Date This chapter shall apply to all Permits for which a Permit application is received by the City on or after January 1, 2024. No enforcement action shall be taken pursuant to this chapter until July 1, 2024. Section II. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section III. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Section IV. Effective Date This Ordinance shall take effect and be in force on the thirtieth day after its final passage. Section V. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by Tiffany Allen Jill D.S. Maland Assistant City Manager Lounsbery Ferguson Altona & Peak Acting City Attorney Page 36 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Employee Positions: Adopt an Ordinance Adding and Deleting Unclassified Position Titles (Second Reading and Adoption) Location: No specific geographic location Department: Human Resources Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt an ordinance amending Chula Vista Municipal Code Section 2.05.010 to add the unclassified position title of Deputy Director of Community Services and delete the unclassified position titles of City Librarian and Parks and Recreation Administrator. (Second Reading and Adoption) (4/5 Vote Required) Summary This ordinance was placed on first reading on September 12, 2023. The original staff report can be accessed at the following link: https://pub-chulavista.escribemeetings.com/filestream.ashx?DocumentId=34420 Please note, the original staff report may include information beyond the scope of the or dinance proposed for adoption with this action. For questions, please contact the staff indicated in the original staff report or cityclerk@chulavistaca.gov. Page 37 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda SECOND READING AND ADOPTION ORDINANCE OF THE CITY OF CHULA VISTA AMENDING CHULA VISTA MUNICIPAL CODE SECTION 2.05.010 ADDING THE UNCLASSIFIED POSITION TITLE OF DEPUTY DIRECTOR OF COMMUNITY SERVICES AND DELETING THE UNCLASSIFIED POSITION TITLES OF CITY LIBRARIAN AND PARKS AND RECREATION ADMINISTRATOR (FIRST READING) (4/5 VOTE REQUIRED) WHEREAS, the Human Resources Department has created new classifications to better reflect the needs of the City’s workforce; and WHEREAS, the Deputy Director of Community Services position, given its duties and responsibilities, is an unclassified management position, within the meaning of Charter Section 701; and WHEREAS, Chula Vista City Charter Section 500(a) requires that al l new unclassified management level positions be adopted by ordinance and a four-fifths vote of the Council. NOW, THEREFORE, the City Council of the City of Chula Vista does ordain as follows: Section I. That Section 2.05.010 of the Chula Vista Municipal Code is hereby amended to read as follows: 2.05.10 Unclassified positions established. In addition to those unclassified positions specifically delineated in Section 500 of the Charter of the City, there are established the unclassified positions entitled: Administrative Secretary (Mayor, At Will), Administrative Services Manager, Animal Care Facility Manager, Assistant Chief of Police, Assistant Director of Development Services, Assistant Director of Engineering, Assistant Director of Human Resources, Assistant Director of Finance, Assistant Director of Public Works, Assistant Director of Recreation, Budget and Analysis Manager, Building Official, Building Official/Code Enforcement Manager, Chief Information Security Officer, Chief of Staff, Chief Sustainability Officer, City Engineer, City Librarian, Code Enforcement Manager, Communications Manager, Constituent Services Manager, Deputy City Manager, Deputy Fire Chief, Deputy Director of Community Services, Development Project Manager, Development Services Department Director, Director of Animal Services, Director of Community Services, Director of Conservation and Environmental Services, Director of Economic Development, Economic Development Manager, Emergency Services Manager, Fire Division Chief, FA Accounting Technician, FA Administrative Analyst I, FA Administrative Analyst II, FA Analyst, FA Cyber Security Program Manager, FA Deputy Director LECC, FA Deputy Executive Director, FA Executive Director, FA Public Private Partnership and Exercise Program Manager, FA Director of San Diego Law Enforcement Coordination Center, FA Executive Assistant, FA Financial Manager, FA Geospatial Intelligence Analyst, FA IVDC-LECC Executive Director, FA Law Enforcement Coordination Center Information Technology Man ager, FA Intelligence Analyst, FA Management Assistant, FA Microcomputer Specialist, FA Network Administrator I, FA Network Administrator II, FA Network Administrator III, FA Program Analyst, FA Program Page 38 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance No. Page No. 2 Assistant Supervisor, FA Program Manager, FA Network Engineer, FA Senior Financial Analyst, FA Senior Intelligence Analyst, FA Senior Program Assistant, FA Senior Secretary, FA Supervisory Intelligence Analyst, Facilities Financing Manager, Finance Manager, Housing Manager, Human Resources Manager, Information Technology Manager, Law Office Manager, Office Specialist (Mayor’s Office), Parks and Recreation Administrator, Planning Manager, Police Administrative Services Administrator, Police Captain, Policy Aide, Public Works Superintendent, Purchasing Agent, Redevelopment and Housing Manager, Revenue Manager, Risk Manager, Senior Council Assistant, Special Projects Manager and Traffic Engineer. Section II. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section III. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Section IV. Effective Date This Ordinance shall take effect and be in force on the thirtieth day after its final passage. Section V. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by Courtney Chase Jill D.S. Maland Deputy City Manager Lounsbery Ferguson Altona & Peak Acting City Attorney Page 39 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Agreements: Approve Agreements Between the City and Harrell & Company Advisors, LLC for Financial Advisory Services; Stradling Yocca Carlson & Rauth for Bond and Disclosure Counsel; and Spicer Consulting Group, LLC for Special Tax Consultant Services Report Number: 23-0215 Location: Community Facilities Districts 06-I IA A, 06-I IA B, 07-I, 08-I, and 2001-2 in Eastern Chula Vista. Department: Finance Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt resolutions approving agreements between the City and: A) Harrell & Company Advisors, LLC for Financial Advisory Services, B) Stradling Yocca Carlson & Rauth for Bond and Disclosure Counsel, and C) Spicer Consulting Group, LLC for Special Tax Consultant Services, all in connection with the Bond Refinancing of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. SUMMARY The City refinanced five series of special tax refunding bonds in 2013 under the Chula Vista Municipal Financing Authority, each issued by a community facilities district of the City. The City now has the opportunity to refinance the 2013 Bonds and reduce the future special taxes levied on affected homes within the applicable CFD’s. The City wishes to procure the services of Harrell & Company Advisors, LLC as Financial Advisor, Stradling Yocca Carlson & Rauth as Bond and Disclosure Counsel, and Spicer Consulting Group, LLC as Special Tax Consultant for this transaction. This selection is based on their expertise and familiarity with the City’s bond transactions. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a “Project” as defined under Page 40 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 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 required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The City has the opportunity to refinance the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. This 2013 bond issue refinanced five series of special tax refunding bonds, each issued by a community facilities district (CFD) of the City (CFD 06-I IA A, CFD 06-I IA B, CFD 07-I, CFD 08-I and CFD 2001-2). The estimated Bond issuance (2023 Bonds) will be approximately $40,000,000 and the Bonds will mature in 2034, with no extension of the existing 2013 Bonds maturity. The total costs of issuance are estimated to be $600,000 to be paid from the bond proceeds provided by the bond refinancing. This includes the cost of the services contained in the attached agreements for Bond Counsel and Disclosure Counsel ($90,000), Special Tax Consultant ($45,000) and Municipal Advisor ($70,000). The total estimated costs of issuance also include credit rating fees, fiscal agent fees, printing fees and the underwriter’s commission. Additional details concerning the 2023 Bonds will be presented to the City Council at a future meeting to approve the issuance of the 2023 Bonds. The Municipal Advisor has estimated the 2023 Bonds debt service based on current interest rates. Using those estimates, the existing homeowners should see a reduction of approximately 10% in their special tax that is included on their 2024-25 property tax bills. That generates an average reduction of over $100 per year for detached homes and $70 per year for attached homes compared to the special tax that was included on the homeowners’ 2023-24 property tax bills, based on today’s bond market conditions. The savings also varies by home size and by individual CFD. Certain consulting services are required for the issuance of the 2023 Bonds. Staff recommends Harrell & Company Advisors to serve as Municipal Advisor. Harrell & Company Advisors has served as the Municipal Advisor for multiple bond issuances over the years and is therefore very familiar with the City’s bond transactions. Staff recommends Stradling Yocca Carlson & Rauth to provide bond counsel and disclosure counsel services. They provided bond disclosure services for the refinancing in 2013 and have provided bond counsel and bond disclosure services for multiple city bond issuances over the years. Staff recommends Spicer Consulting Group to serve as Special Tax Consultant based on their expertise and familiarity with the City’s Special Tax Administration. Spicer Consulting Group has served as the City’s Special Tax Consultant since January 2018 and is therefore familiar with the City’s CFDs and bond issuance process. Harrell & Company Advisors, Spicer Consulting Group and Stradling Yocca Carlson & Rauth have demonstrated competence and qualification through knowledge and experience with the City’s bond financings as described above. Staff recommends that the City contract with the three firms to provide necessary services to refinance the 2013 Bonds and reduce the future special taxes levied on affected homes within the applicable CFD’s. Staff is recommending waiving the City’s selection process for professional services pursuant to Municipal Code Section 2.56.110(H)(2) as the Purchasing Agent has determined it to be impractical and the City’s interest is materially better served by applying a different purchasing procedure. Page 41 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 Bond Counsel will draft the legal documents, the Special Tax Consultant will provide data concerning the special taxes and assessed values of property, and the Municipal Advisor will structure the refunding Bonds and prepare the official statement needed to market and sell the Bonds. The cost of these consultants will be paid from Bond proceeds. The resolutions presented to the City Council approve the contracts with Stradling Yocca Carlson & Rauth, the Spicer Group and Harrell & Company Advisors. DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found that Mayor McCann has real property holdings within 500 feet of the boundaries of CFD 06-I which is the subject of this action. Consequently, pursuant to California Code of Regulations Title 2, sections 18700 and 18702.2 (a) (7), this item presents a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.) for the above-identified member. CURRENT-YEAR FISCAL IMPACT There is no current-year fiscal impact to the General Fund. All fees paid under these agreements will be paid out of bond proceeds from the bond refinancing. ONGOING FISCAL IMPACT There is no ongoing fiscal impact as a result of this action. ATTACHMENTS 1. Agreement with Harrell & Company Advisors, LLC 2. Harrell & Company Advisors Municipal Advisor Disclosures 3. Agreement with Stradling Yocca Carlson & Rauth 4. Stradling Yocca Carlson & Rauth AIM Rating Explanation 5. Agreement with Spicer Consulting, LLC Staff Contact: Sarah Schoen, Finance Director/Treasurer Page 42 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A CONSULTANT SERVICES AGREEMENT TO PROVIDE FINANCIAL ADVISORY SERVICES BETWEEN THE CITY AND HARRELL & COMPANY ADVISORS, LLC WHEREAS, the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013, were issued to finance the purchase of five series of special tax refunding bonds, each issued by a community facilities district of the City, and are now considered to be candidates for a refunding; and WHEREAS, the City of Chula Vista (“City”) requires financial advisory services to be performed in connection with refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, in accordance with Chula Vista Muncipal Code (“CMVC”) Section 2.56.110(A)(1), staff has determined that Harrell & Company Advisors, LLC has the demonstrated competence and qualifications for the services required, including that the y are registered as a Municipal Advisor with both the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board, and has determined that their fees are fair and reasonable; and WHEREAS, the Purchasing Agent has determined that pursuant to CVMC Section 2.56.110(H)(2), the City’s selection process would be impractical and that the City’s interests would be materially better served by applying a different purchasing procedure; and WHEREAS, staff recommends that the City enter into an agreement with Harrell & Company Advisors, LLC to provide financial advisory services for the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Consultant Services Agreement for Financial Advisory Services, between the City and Harrell & Company Advisors, LLC, in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to execute same. Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 43 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A CONSULTANT SERVICES AGREEMENT TO PROVIDE BOND COUNSEL AND BOND DISCLOSURE SERVICES BETWEEN THE CITY AND STRADLING YOCCA CARLSON & RAUTH WHEREAS, the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013, were issued to finance the purchase of five series of special tax refunding bonds, each issued by a community facilities district of the City, and are now considered to be candidates for a refunding; and WHEREAS, the City of Chula Vista (“City”) requires independent bond counsel and bond disclosure services to be performed in connection with refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, in accordance with Chula Vista Muncipal Code (“CMVC”) Section 2.56.110(A)(1), staff has determined that Stradling Yocca Carlson & Rauth has the demonstrated competence and qualifications for the services required, including their knowledge and experience with the City’s bond financings, and has also determined that their fees are fair and reasonable; and WHEREAS, the Purchasing Agent has determined that pursuant to CVMC Section 2.56.110(H)(2), the City’s selection process would be impractical and that the City’s interests would be materially better served by applying a different purchasing procedure; and WHEREAS, staff recommends that the City enter into an agreement with Stradling Yocca Carlson & Rauth to provide necessary bond counsel and bond disclosure services for the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, Stradling Yocca Carlson & Rauth warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required to City in accordance with the time frames and the terms and conditions of the Consultant Services Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Consultant Services Agreement for Bond Counsel and Bond Disclosure Services, between the City and Stradling Yocca Carlson & Rauth, in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to execute same. Page 44 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Resolution No. Page 2 Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 45 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A CONSULTANT SERVICES AGREEMENT TO PROVIDE SPECIAL TAX CONSULTING SERVICES BETWEEN THE CITY AND SPICER CONSULTING GROUP, LLC. WHEREAS, the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013, were issued to finance the purchase of five series of special tax refunding bonds, each issued by a community facilities district of the City, and are now considered to be candidates for a refunding; and WHEREAS, the City of Chula Vista (“City”) requires Special Tax Consulting Services to be performed in connection with refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, in accordance with Chula Vista Municipal Code (“CVMC”) Section 2.56.110(A)(1), staff has determined that Spicer Consulting Group, LLC has the demonstrated competence and qualifications for the services required, and the fees are fair and reasonable; and WHEREAS, the Purchasing Agent has determined that pursuant to CVMC Section 2.56.110(H)(2), the City’s selection process would be impractical and that the City’s interests would be materially better served by applying a different purchasing procedure; and WHEREAS, staff recommends that the City enter into an agreement with Spicer Consulting Group, LLC to provide necessary Special Tax District Consultant Services for the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds Series 2013; and WHEREAS, Spicer Consulting Group, LLC warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required to City in accordance with the time frames and the terms and conditions of the Consultant Services Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the Consultant Services Agreement for Special Tax Consulting Services, between the City and Spicer Consulting Group, LLC, in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to execute same. Page 46 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Presented by Approved as to form by Sarah Schoen Jill D.S. Maland Director of Finance/Treasurer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 47 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH HARRELL & COMPANY ADVISORS, LLC TO PROVIDE FINANCIAL SERVICES This Agreement is entered into effective as of 09/19/2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and Harrell & Company Advisors, LLC, a California Limited Liability Company) (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013, were issued to finance the purchase of five series of special tax refunding bonds, each issued by a community facilities district of the City, and are now considered to be candidates for a refunding; and WHEREAS, the City requires financial advisory services to be performed in connection with refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, in accordance with Muncipal Code Section 2.56.110(A)(1), staff has determined that Consultant has the demonstrated competence and qualifications for the services required, including that the Consultant is registered as a Municipal Advisor with both the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board, and that Consultant’s fees are fair and reasonable; and WHEREAS, the Purchasing Agent has determined that pursuant to Municipal Code Section 2.56.110(H)(2), the City’s selection process would be impractical and that the City’s interests would be materially better served by applying a different purchasing procedure; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page 48 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additio nal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and Page 49 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Ag reement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of Page 50 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words Page 51 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity Page 52 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to Page 53 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT Page 54 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 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 carr y out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, Page 55 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) Page 56 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. HARRELL & COMPANY ADVISORS, LLC CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ Suzanne Q. Harrell JOHN MCCANN Managing Director MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 57 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Patricia Macias City of Chula Vista Finance Department 619-407-3565 pmacias@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. Consultant Contract Administration: HARRELL & COMPANY ADVISORS, LLC 13891 Newport Avenue, Suite 145 Tustin, CA 92780 714-939-1464 s.harrell@harrellco.com For Legal Notice Copy to: N/A 2. Required Services A. General Description: Consultant will provide Financial Advisory Services in the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Bonds, Series 2013. B. Detailed Description: 1) Assist in the selection of other financing participants, as needed. 2) Develop a schedule of tasks required for issuance of the bonds to assist the City in meeting agenda deadlines and public notice requirements. 3) Work with City staff, bond counsel and other professionals to design a financing structure for the bonds that is consistent with the City’s objectives and reflects current conditions in the capital markets. 4) Prepare all numerical analysis associated with the issuance of the bonds and the five underlying CFD special tax bonds, including preparation of sources and uses, refinancing and debt service cashflows and analysis. Review of the financial implications of credit enhancement and surety bond. 5) Prepare estimates of average savings for homeowners by CFD and type of unit (attached/detached). 6) Obtain cost estimates from all parties. Advise on the Underwriter’s proposed compensation relat ive to the current market, as needed. 7) Review and comment on all legal documents prepared by the City’s bond counsel, disclosure counsel and underwriter’s counsel to ensure conformance with the financing structure. 8) Draft staff reports for approval of bond documents and assemble all documents for agenda item. Page 58 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 9) Prepare the preliminary and final Official Statement to be used in connection with the offering of the Bonds, including specific information on each of the five underlying CFDs provided by th e special tax consultant relating to development status, direct and overlapping debt, assessed value-to-lien, historical assessed value, special tax delinquencies and collections and largest property owners. 10) Prepare rating presentation, submit documentation, prepare staff for dialogue with rating analysts and attend meetings with rating agencies as may be required. Review rating report. 11) Obtain 15c2-12 Certificates relating to the Preliminary Official Statement. 12) Post the Preliminary Official Statement for use by underwriter. 13) Provide a pricing analysis and comparison of the transaction with other recent sales of comparable credit quality, or review and comment on similar data provided by the underwriter. 14) Review the pre-pricing information provided by the underwriter and advise on the propriety of the underwriter’s proposed pre-pricing relative to the current market conditions. Negotiate for reduction in any rates not supported by market comparables. 15) Prepare SLGS authorization, if needed. 16) Review pricing results on Game Day and discuss any proposed changes by underwriter. Prepare final pricing results memo. 17) Update final pricing cash flows and distribute to all parties. 18) Submit cashflows to Verification Agent to verify escrow deposit. 19) Submit cashflows to bond insurer to verify premium, if applicable. 20) Coordinate with Trustee to order SLGS. 21) Revie final Bond Purchase Agreement. 22) Review closing documents. 23) Review the proposed arrangements for closing of Bonds and delivery of the Bonds. 24) Prepare Material Event Notice for 2013 Bonds (Termination of Reporting Obligation Prior to Maturity) and provide to Dissemination Agent. 25) Provide any post-issuance follow-up as required. 26) Provide any other services reasonably requested and not otherwise set forth above. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin 09/19/2023 and end on 09/18/2024 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Single Fixed Fee. For performance of all of the Required Services by Consultant as herein required, City shall pay a single fixed fee of $70,000.00 ($15,000.00 for the preparation of the Preliminary and Final Official Statement and $55,000.00 for all other Financial Advisory Services as described above) from Bond Proceeds , upon completion of all Required Services to City’s satisfaction. B. Reimbursement of Costs ☒ Invoiced or agreed-upon amounts as follows: Actual out-of-pocket expenses associated with the transaction, in an amount not to exceed $3,500.00. Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through 09/18/2024 shall not exceed $73,500.00. 5. Special Provisions: None. Page 59 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: None Page 60 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-1761 Consultant Name: Harrell & Company Advisors, LLC Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, to make certain public disclosures using a S tatement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Suzanne Harrell s.harrell@harrellco.com ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questi ons 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Patricia Macias 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 participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company). Page 61 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda D-1 EXHIBIT D MUNICIPAL ADVISOR DISCLOSURES Harrell & Company Advisors, LLC (Harrell & Co.) is registered as a “municipal advisor” pursuant to Section 15B of the Securities Exchange Act (Act) and rules and regulations adopted by the United States Securities and Exchange Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”). The SEC has approved MSRB Rule G-42 which, among other matters, requires Harrell & Co. to provide the City with information regarding any conflicts of interest that Harrell & Co. may have and with information about where to find Harrell & Co.’s SEC filings on the SEC website. As a municipal advisor in connection with the 2023 Special Tax Refunding Bonds, Harrell & Co. will owe a fiduciary duty to the City and will carry out its duties in accordance with such duty. Simply put, this means that Harrell & Co. owes the City both a duty of loyalty and a duty of care and that in performing services that Harrell & Co. may undertake in connection with any bond issue, Harrell & Co. will put the needs of the City ahead of its own. This standard of care is higher than that required of other financial services providers such as underwriters. The fees to be paid by the City to Harrell & Co. are based on the relative size of the transaction and are contingent on the successful closing of the financing. Although this form of compensation may be customary, it presents a conflict because Harrell & Co. may have an incentive to recommend unnecessary financings or financings that are disadvantageous to the City. In addition, if facts or circumstances arise that could cause the financing to be delayed or fail to close, Harrell & Co. may have an incentive to discourage a full consideration of such facts and circumstances, or to discourage consideration of alternatives that may result in the cancellation of the financing. Harrell & Co. manages and mitigates this conflict primarily by adherence to the fiduciary duty which Harrell & Co. owes to municipal entities such as the City which require Harrell & Co. to put the interests of the City ahead of its own. Harrell & Co. has determined, after exercising reasonable diligence, that other than described above, it has no known material conflicts of interest that would impair its ability to provide advice to the City in accordance with its fiduciary duty to municipal entity clients such as the City. To the extent any such material conflicts of interest arise after the date of our engagement Harrell & Co. will inform the City of such conflicts as described below. The City may terminate Harrell & Co.’s services at any time upon written notice as provided in the Agreement. Harrell & Co. may withdraw from its representation as Municipal Advisor upon written notice to the City subject to the fiduciary duty described above which may require it to continue to represent the City until an appropriate replacement is identified which will depend on the status of the transaction. Page 62 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda D-2 Harrell & Co. is required to disclose to the SEC information regarding criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation involving us. Pursuant to MSRB Rule G-42, Harrell & Co. is required to disclose any legal or disciplinary event that is material to the City’s evaluation of Harrell & Co. or the integrity of its management or advisory personnel. As reflected in Harrell & Co.’s filings with the SEC, Harrell & Co. has determined that no such event exists. Copies of our filings with the United States Securities and Exchange Commission can currently be found by accessing the SEC’s EDGAR system Company Search Page which is currently available at https://www.sec.gov/edgar/searchedgar/companysearch.html and searching for either “Harrell & Co Advisors” or for our CIK number which is 0001610917. The Act further prohibits underwriters from switching from a financial advisory role in developing a financing to an underwriting role. Harrell & Co. is not engaged in underwriting. The MSRB has made available on its website (www.msrb.org) a municipal advisory client brochure that describes the protections that may be provided by MSRB rules and how to file a complaint with the appropriate regulatory authority. Page 63 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH STRADLING YOCCA CARLSON & RAUTH TO PROVIDE BOND COUNSEL AND BOND DISCLOSURE SERVICES This Agreement is entered into effective as of 09/19/2023 (“Effective Date”)1 by and between the City of Chula Vista, a chartered municipal corporation (“City”) and Stradling Yocca Carlson & Rauth, a California Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds , Series 2013, was issued to finance the purchase of five series of special tax refunding bonds, each issued by a community facilities district of the City and are now considered to be candidates for a refunding; and WHEREAS, the City requires independent bond counsel and bond disclosure services to be performed in connection with the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds Series 2013 ; and WHEREAS, in accordance with Muncipal Code Section 2.56.110(A)(1), staff has determined that Consultant has the demonstrated competence and qualifications for the services required, including Consultant’s knowledge and experience with the City’s bond financings, and that Consultant’s fees are fair and reasonable; and WHEREAS, the Purchasing Agent has determined that pursuant to Municipal Code Section 2.56.110(H)(2), the City’s selection process would be impractical and that the City’s interests would be materially better served by applying a different purchasing procedure; and WHEREAS, Staff recommends that the City contract with Stradling Yocca Carlson & Rauth to provide necessary bond counsel and bond disclosure services for the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] 1 If City Council approved, insert date of City Council approval. Otherwise, insert a date no later than date Consultant’s wor k commences. Page 64 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additi onal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and Page 65 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of Page 66 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be s pecified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words Page 67 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity Page 68 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to Page 69 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT Page 70 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 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 carr y out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, Page 71 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) Page 72 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. STRADLING YOCCA CARLSON & RAUTH CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ Lawrence Chan JOHN MCCANN Shareholder and Vice President MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 73 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Patricia Macias 276 Fourth Avenue, Chula Vista, CA 91910 619-407-3565 pmacias@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. Consultant Contract Administration: STRADLING YOCCA CARLSON & RAUTH Lawrence Chan 660 Newport Center Drive, Suite 1600, Newport Beach, CA 92660 949-725-4095 LChan@stradlinglaw.com For Legal Notice Copy to: Lawrence Chan 660 Newport Center Drive, Suite 1600, Newport Beach, CA 92660 949-725-4095 LChan@stradlinglaw.com 2. Required Services A. General Description: Consultant will provide bond counsel and disclosure counsel services in connection with the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds Series 2013. B. Detailed Description: 1. Stradling Yocca Carlson & Rauth, a Professional Corporation (the “Firm”), will undertake the following Scope of Services with respect to bond counsel services: Advise the City with respect to the proposed financing, including but not limited to: (a) advice and consultation with City officials/staff and the City Council regarding the financing process; (b) prepare all legal proceedings in connection with the proposed financing, including, but not limited to drafting various ordinances, resolutions, documents and agreements for consideration by the City Council; Page 74 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 (c) participation in meetings, hearings or negotiations with City staff, City Council, municipal advisors, underwriters and other financing team members as the circumstances require; (d) render a validity opinion with respect to the proposed debt obligation and, with respect to transactions expected to be tax exempt, deliver a tax opinion that interest earned with respect to the City’s debt obligation is exempt from State and Federal taxes, if applicable; (e) review and prepare summaries of the major legal documents for inclusion in the Official Statement; and (f) prepare final closing documents to be executed by the City to effect delivery of any financing (including the tax certificate). For purposes of Paragraph 1, if the indebtedness is incurred through a financing joint powers agency, all references to the City shall be deemed to include the joint powers agency. 2. The Firm will undertake the following Scope of Services with respect to disclosure counsel services: (a) Prepare disclosure documents for the City for use in all offering documents to comply with federal disclosure regulations; (b) Obtain information to prepare or review the preliminary and final offering documents from counsel, municipal advisors, underwriters, underwriters' counsel and the City as appropriate; (c) Prepare the 15c2-12 Certificate to be signed by the City with respect to the preliminary offering document and the Continuing Disclosure Certificate; (d) Prepare on the City 's behalf all documents and materials necessary to comply with all applicable continuing disclosure requirements for the transaction(s); (e) Assist the City to comply with ongoing disclosure requirements including: a. Assist with the determination of whether an action, activity or event constitutes a “material event”, as defined in SEC Rule 15c2-12, and prepare the appropriate disclosure of such material event; b. Assist with the review of the compilation of the “annual financial information” needed to comply with the City 's continuing disclosure requirements under SEC Rule 15c2-12 and any current continuing disclosure statement; c. Review the audited financial statements for purposes of confirming compliance with current continuing disclosure agreements; and d. Assist the City in preparing disclosure, if any, of any material failure to comply with SEC Rule 15c2-12. (f) Keep the City informed of all rulings and findings by Federal and State regulatory agencies, including but not limited to, the Internal Revenue Service, the U.S. Securities and Exchange Commission, the Municipal Securities Rulemaking Board, and the California Legislature, which impact the City 's issuance compliance and ongoing disclosure obligations; (g) Participate in due diligence and other meetings as requested; (h) Review rating agency presentations and investor presentations for consistency with offering document and compliance reasons; (i) Participate in rating agency meetings; and (j) As requested, provide training on disclosure practices and law as requested by the City. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin 09/19/2023 and end on 09/18/2024 for completion of all Required Services. Page 75 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 4. Compensation: A. Form of Compensation ☒ Single Fixed Fee. For performance of all the Required Services by Consultant as herein required, City shall pay a single fixed fee of $90,000.00 from bond proceeds, upon completion of all Required Services to City’s satisfaction. B. Reimbursement of Costs ☒ None, the compensation includes all costs Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through 09/18/2024 shall not exceed 90,000.00. 5. Special Provisions: None Page 76 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE Page 77 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-186 Consultant Name: Stradling Yocca Carlson & Rauth Rev. 1/17/23 EXHIBIT C CONSULTANT CONFLICT OF INTEREST DESIGNATION The Political Reform Act2 and the Chula Vista Conflict of Interest Code3 (“Code”) require designated state and local government officials, including some consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.4 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED5 from disclosure. ☐ B. Consultant 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 Lawrence Chan Carol Lew LChan@stradlinglaw.com CLew@stradlinglaw.com ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Patricia Macias 2 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 3 Chula Vista Municipal Code §§2.02.010-2.02.040. 4 Cal. Gov. Code §§53234, et seq. 5 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 participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company). Page 78 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda AIMRRG: 2022-23 Rating Explanation From time to time, Attorneys Insurance Mutual Risk Retention Group, Inc. (“AIM”) is asked why it does not hold an A.M. Best rating. The following explanation provides the background on AIM and why an A.M. Best rating i s inapplicable for AIM. A.M. Best is a rating agency for financial institutions, including commercial insurance carriers. Its rating system for commercial insurance carriers is essentially a solvency rating system. The system is a dual system. The firs t involves letters A through S, which are the financial strength rating of the carrier. A++ is the highest level and B is the lowest level for a viable insurer. All of the excess carriers on the AIM program are rated A or higher. The second involves Rom an Numerals I through XV, which reflect the financial size of the carrier (essentially policyholder surplus capital) with I being the lowest and XV being the highest. All of the excess carriers on the AIM program are rated XIV (which is $1.5B to $2.0B) or XV (which is >$2.0B). However, AIM is not a commercial carrier and an A.M. Best rating is inapplicable. AIM is a mutual captive insurance company, domiciled in Hawaii and subject to regulatory reporting to and oversight by the Hawaii Department of Insurance. AIM is also subject to the oversight of the California Department of Insurance. In Hawaii, the domicile state, AIM is required to meet all t he filing and capital requirements of that State. AIM undergoes rigo rous examinations of its financials on a regular basis by the Hawaii Department of Insurance and has successfully passed each and every examination conducted by the HI DOI. AIM also files annual financial reports with the Calif ornia Department of Insurance. In addition, AIM’s financial records are audited each year by an independent audit firm based in Burlingt on Vermont, which was one of the first states that established captive insurance companies. AIM is essentially a conduit for the purchase of legal malpractice insurance for its Member Firms, among other things (also other insurance products in addition to claims management and risk management services as well). AIM participates with a modest participation of 4.50% on the prim ary layer of insurance , which participation is fully funded by premiums paid by the Member Firms and is a very small component of a Member Firm’s overall coverage. Th e limits of liability for the other 95.50% of the primary layer of insurance (other than the 4.50% underwritten by AIM) is underwritten by highly qualified professional liability carriers, all o f which have A.M. Best ratings of at least A / XIV or better. Page 79 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH SPICER CONSULTING GROUP, LLC TO PROVIDE BOND REFUNDING SPECIAL TAX CONSULTING SERVICES This Agreement is entered into effective as of 10/01/2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and SPICER CONSULTING GROUP, LLC, A California Limited Liability Company) (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013, were issued to finance the purchase of five series of special tax refunding bonds, each issued by a community facilities district of the City, and are now considered to be candidates for a refunding; and WHEREAS, the City requires special tax consulting services to be performed in connection with refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013; and WHEREAS, in consideration of Spicer Consulting Group, LLC’s knowledge and experience with the city’s districts administration and bond financings, staff recommends that the City enter into an agreement with Spicer Consulting Group, LLC to provide necessary Special Tax District Consultant Services for the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds Series 2013; and WHEREAS, in accordance with Municipal Code Section 2.56.110(A)(1), staff has determined that Spicer Consulting Group has the demonstrated competence and qualifications for the services required, and the fees are fair and reasonable; and WHEREAS, the Purchasing Agent has determined that pursuant to Municipal Code Section 2.56.110(H)(2), the City’s selection process would be impractical and that the City’s interests would be materially better served by applying a different purchasing procedure; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page 80 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additio nal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and Page 81 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of Page 82 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words Page 83 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity Page 84 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to Page 85 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT Page 86 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 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 carr y out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, Page 87 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) Page 88 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. SPICER CONSULTING GROUP, LLC CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ Shane Spicer JOHN MCCANN Managing Director MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 89 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Patricia Macias 276 Fourth Avenue, Chula Vista CA 91910 619-407-3565 pmacias@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. Consultant Contract Administration: SPICER CONSULTING GROUP, LLC 41880 Kalmia Street, Suite 145, Murrieta CA 92562 951-208-7870 Shane.spicer@spicercg.com For Legal Notice Copy to: Spicer Consulting Group, LLC Shane Spicer, Managing Director 41880 Kalmia Street, Suite 145, Murrieta CA 92562 951-208-7870 Shane.spicer@spicercg.com 2. Required Services A. General Description: Perform Special Tax Consultant Services in connection with the refunding of the Chula Vista Municipal Financing Authority Special Tax Revenue Refunding Bonds, Series 2013. B. Detailed Description: 1. Kickoff meeting and gathering information. The purpose of this task is to establish lines of communication and gain understanding of the specific goals, components and criteria to meet the City’s needs. SCG will meet the City Staff, legal counsel, team of consultants and project proponents to confirm the CFD’s schedule of events, procedural and financial considerations, establish the appropriate land use classifications and discuss and identify the boundaries of the proposed CFD. Page 90 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 2. Data Collection. SCG will obtain the latest assessor’s parcel maps and equalized tax roll information from the San Diego County Assessor’s Office for the parcels within the proposed district, and geographic information system (GIS) shape files for our in-house GIS platform. 3. Bond Documents Table Preparation and Review. SCG will prepare and provide final calculation to the finance team for inclusion in the Preliminary Official Statement (POS) and Official Statement (OS) to include: i. Assessed Values; ii. Assigned Special Tax; iii. Delinquency; iv. Overlapping Debt Table; v. Sample Tax Bill; vi. Value-to-lien Ratios; vii. Top Ten Property Owners; and viii. Aggregate Tables. SCG will review the POS, OS and other legal documents as they relate to any items included in the CFD Public Report, the boundary map and any tables SCG provides. 4. Vicinity Maps. SCG will prepare location and area maps for inclusion in the POS and OS. 5. Special Tax Certificate. SCG will prepare and sign the Special Tax Consultant Certificate that certifies that the maximum special tax rates are sufficient to meet debt service requirements and coverage ratios for bonds to be issued. Deliverables Below are the deliverables SCG will provide for the CVMFA 2013 Bond Refunding: Completion of Tables for CFD No. 06-I IA A Completion of Tables for CFD No. 06-I IA B Completion of Tables for CFD No. 07-I Completion of Tables for CFD No. 08-I Completion of Tables for CFD NO. 2001-2 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin 10/01/2023 and end on 09/30/2024 or upon completion of all Required Services, whichever is sooner. 4. Compensation: A. Form of Compensation ☒ Single Fixed Fee. For performance of all the Required Services by Consultant as herein required, City shall pay a single fixed fee of $45,000.00, from bond proceeds upon completion of all Required Services to City’s satisfaction. B. Reimbursement of Costs Page 91 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 ☒ None, the compensation includes all costs Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through 09/30/2024 shall not exceed $45,000.00. 5. Special Provisions: None. Page 92 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE Page 93 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-194 Consultant Name: SPICER CONSULTING GROUP, LLC Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Shane Spicer Jonathan Short Shane.spicer@spicercg.com Jonathan.short@spicercg.com ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Patricia Macias 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 participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company). Page 94 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Agreements: Approve an Agreement with Hinderliter de Llamas (“HdL”) to Provide Sales and Use Tax Auditing Services Report Number: 23-0259 Location: No specific geographic location Department: Finance Environmental Notice: The activity is not a "Project" as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt resolution approving sales and use tax audit services between the City of Chula Vista and HdL for fiscal years 2023-24 and one option to extend through fiscal year 2024-25. SUMMARY The City requires the service of HdL to provide sales and use tax services to assist in economic, business development, and revenue projections as well as transactions tax services to effectively monitor Measure A & Measure P Sales Tax revenues. Continuous monitoring, identification and correction of allocation errors, and reporting deficiencies assist in maximizing sales tax revenues owed to the City. An effective review program can provide for more accurate budget forecasting and financial planning. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that approval of an agreement for audit services is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; because approval of the contract is a continuing administrative activity, therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is required. Page 95 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable DISCUSSION The Finance Department desires a combination of data entry, report preparation, and data analysis services necessary to effectively manage both its general sales and use tax, Measure A and Measure P transaction and use tax base for recovery of revenues either unreported or erroneously allocated to other jurisdictions. HdL has the program, equipment and personnel required to deliver the sales and use and transactions and use tax related services. In order to procure these services HdL was chosen based on their unique qualifications including tax audit and California Department of Tax and Fee Administration (CDTFA) document preparation; on this basis, Contractor was awarded the contract on professional services under the authority of Chula Vista Municipal Code Section 2.56.110(H)(2), as the Purchasing Agent has determined it to be impractical and the City’s interest to be materially better served by applying a different purchasing procedure. The annual base fee for services is $14,400. The Consultant will receive a percentage based on recovered sales and use tax revenue. For general sales tax recovery the Consultant will receive 15% revenue recovered, and for Measure P and Measure A consultant will receive 25% of recovered revenue. The maximum amount to be paid to consultant for services performed under the agreement through June 30, 2024, shall not exceed $165,000. If the one-year extension is executed the not to exceed through June 30,2025 will increase to $200,000. The City has contracted with HdL to perform these services since 2010. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Council members do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). CURRENT-YEAR FISCAL IMPACT Sufficient appropriations were included in the fiscal year 2023-24 adopted budget for this expenditure. There is no additional fiscal impact as a result of this action. ONGOING FISCAL IMPACT All costs for these services are budgeted annually and will include any contractual increases. ATTACHMENTS 1. HDL Agreement Staff Contact: Edward Prendell, Budget & Analysis Manager and Sarah Schoen, Finance Director/Treasurer Page 96 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING SALES AND USE TAX AND TRANSACTIONS TAX AUDIT & INFORMATION SERVICES AGREEMENT BETWEEN THE CITY AND HINDERLITER, DE LLAMAS AND ASSOCIATES WHEREAS, Hinderliter, deLlamas and Associates (HdL) has extensive experience in providing sales tax analysis to many local cities; and WHEREAS, the City of Chula Vista (“City”) requires the service of HdL to provide sales and use tax services to assist in economic and buisiness development and revenue projections as well as transactions tax services to effectively monitor Measure P & Measure A revenues; and WHEREAS, continuous monitoring, identification and correction of allocation errors and reporting deficiencies will help maximize sales tax revenues; and WHEREAS, an effective review program can provide for more accurate budget forceasting and financial planning; and WHEREAS, City desires a combination of data entry, report preparation, and data analysis services necessary to effectively manage both its general sales and use tax, Measure “A” and Measure "P" transactions, and use tax base for recovery of revenues either unreported or erroneously allocated to other jurisdictions: and WHEREAS, HdL has the programs, equipment and personnel required to deliver the sales and use and transactions and use tax related services referenced herein; and WHEREAS, pursuant to the proposed consultant agreement, HdL Consultant annual base fee for services is $14,400. HdL will also receive a percentage based on recovered sales tax. For general sales tax recovery HdL will receive 15% of sales and use tax revenue recov ered, and will receive 25% of Measure P and Maeasure A tax revenue recovered; and WHEREAS, the maximum amount to be paid to HdL for services performed under the agreement through June 30, 2024, shall not exceed $165,000 and, if the City exercises its one-year option to extend the agreement, the maximum amount to be paid to HdL for the period July 1, 2024 through June 30, 2025, shall not exceed $200,000; and WHEREAS, Section 7056 of the California Revenue and Taxation Code specifies the conditions under which a city may authorize persons other than city officers and employees to examine State Sales, Use and Transactions Tax records; and WHEREAS, the City desires to retain HdL and certifies that, pursuant to the proposed consultant agreement, HdL is: Page 97 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Resolution No. Page 2 A. Authorized to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to the City pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law; B. Required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. C. Prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement. D. Prohibited from retaining the information contained in, or derived from those sales or transactions and use tax records, after this Agreement has expired. Information obtained by examination of Department of Tax and Fee Administration records shall WHEREAS, in order to procure these services HdL was chosen based on their unique qualifications including tax audit and California Department of Tax and Fee Administration Document preparation; on this basis, HdL was awarded the contract on professional services basis under the authority of Chula Vista Municipal Code Section 2.56.110 (H)(2) as the Purchasing Agent has determined it to be impractical and the City’s interest to be materially better served by applying a different purchasing procedure. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it adopts the above recitals as true and correct and approves the Sales and Use Tax and Transactions Tax Audit & Information Services Agreement, between the City and Hinderliter, De Llamas and Associates, in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk and authorizes and directs the Mayor to execute same. BE IT FURTHER RESOLVED that HdL is authorized to examine State Sales, Use, and Transactions Tax records, in accordance with California Revenue and Taxation Code section 7056. Presented by Sarah Schoen Director of Finance/Treasurer Approved as to form by Jill D.S. Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 98 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH HINDERLITER, DE LLAMAS AND ASSOCIATES TO PROVIDE SALES AND USE TAX AND TRANSACTIONS TAX AUDIT & INFORMATION SERVICES This Agreement is entered into effective as of July 1, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and HINDERLITER, DE LLAMAS AND ASSOCIATES, A California Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, Hinderliter, de Llamas and Associartes (HdL) has extensive experience in providing sales tax analysis to many local cities; and WHEREAS, the City requires the service of HdL to provide sales and use tax services to assist in economic and buisiness development and revenue projections as well as transactions tax services to effectively monitor Measure P & Measure A revenues; and WHEREAS, continuous monitoring, identification and correction of allocation errors and reporting deficiencies will help maximize sales tax revenues; and WHEREAS, an effective review program can provide for more accurate budget forceasting and financial planning; and WHEREAS, City desires the combination of data entry, report preparation, and data analysis necessary to effectively manage both it's general sales and use tax Measure “A” and Measure "P" transactions and use tax base for recovery of revenues either unreported or erroneously allocated to other jurisdictions: and WHEREAS, Consultant has the programs, equipment and personnel required to deliver the sales and use and transactions and use tax related services referenced herein; and WHEREAS, In order to procure these services Contractor was chosen based on Contractor’s unique qualifications including tax audit and California Department of Tax and Fee Administration (CDTFA) Document preparation; on this basis, Contractor was awarded the contract on professional services basis under the authority of Chula Vista Municipal Code Section 2.56.110.H.2 as the Purchasing Agent has determined it to be impractical and the City’s interest is materially better served by applying a different purchasing procedure WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page 99 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additi onal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and Page 100 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s respons ibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 INTENTIONALLY OMIITTED 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. Page 101 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The Page 102 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers , or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8. Page 103 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and al l other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City Page 104 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No Page 105 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 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 carr y out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant 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 Consultant Related Individuals; instead, Consultant shall be solely Page 106 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) Page 107 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. HINDERLITER, DE LLAMAS AND ASSOCIATES CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ ANDREW NICKERSON JOHN MCCANN PRESIDENT MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 108 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Victor De La Cruz 276 4th Ave, Chula Vista, CA 91910 619-409-5959 vdelacruz@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. Consultant Contract Administration: HINDERLITER, DE LLAMAS AND ASSOCIATES 120 S. State College Blvd., #200 Brea, CA 92821 714.879.5000 msoto-sanchez@hdlcompanies.com For Legal Notice Copy to: R. Andrew Nickerson 120 S. State College Blvd., #200 Brea, CA 92821 714-879-5000 anickerson@hdlcompanies.com 2. Required Services A. General Description: 1. For Sales and Use Tax HdL will provide municipal sales and use tax auditing revenue recovery and reporting services. The auditing and reporting services will include written reports and quarterly briefings concerning revenue performance and projections, trend analysis, gains and declines as well as general assistance in managing the City's sales and use tax revenues. Revenue recovery services will include identifying misallocated or underreported tax revenues and ensuring the City receives such revenues. 2. For transactions and use tax revenues , Consultant will provide data entry, report preparation, and data analysis necessary to effectively manage its Measure “A” and Measure "P" transactions and use tax base recovery of revenues either unreported or erroneously allocated to other jurisdictions. B. Detailed Description: Page 109 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 Sales Tax Services. The Consultant shall provide sales tax consulting services including, but not limited to, the following: 1. Information Services and Economic Analysis a. Provide a user-friendly software program accessible to City staff with an electronic database of the City's sales and use tax data. The software and database would be used to facilitate monitoring, analysis and forecasting of sales and use tax revenue. The program must have the ability to export all data to a spreadsheet, and can create and maintain subsets of the information based on geographic features. b. Provide training to City staff on the use of the software program described above. c. Provide written sales tax reports on a fiscal year quarterly basis to the City within one week following the receipt of the quarterly distribution report. Such reports would be provided during a quarterly meeting at the City with key City staff. These reports should include, but not be limited to, the following: 1. Historical sales and use tax revenue trends of major industry groups within the City. 2. Top sales tax generators ranked by the amount of sales and use tax produced. 3. Analytical reports on sales trends using various categories and criteria. 4. Comparisons to other local, county, and state jurisdictions. 5. Sales and use tax projections updated quarterly. 6. Information regarding state and federal legislative issues, including an analysis of the potential impact on the City of Chula Vista. 7. Creation and provision of a non-confidential newsletter in electronic format each quarter for the City suitable for public dissemination. 8. Other reports as mutually agreed upon. d. Provide assistance with sales and use tax revenue trends, analysis and related questions throughout the fiscal year; consultation on projections of sales and use tax revenue during the City's annual budget development process. B. Revenue Recovery and Reporting a. Identify the specific procedures HdL will use to detect, correct, and recover misallocated revenue for the City. b. Monitor and analyze the quarterly distribution reports to ensure accuracy and detect any irregularities. c. Identify opportunities for the City to recover t he local allocation on purchase transactions subject to tax and facilitate the recovery of such funds. Page 110 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 d. Assist the City with strategies to preserve and enhance sales and use tax generated by existing businesses within the City through innovative programs such as a sales tax education program or business to business program that would promote greater sales tax revenue for the City. Transactions and Use Tax Services (Measure P & Measure A) - the Consultant shall provide consulting services including, but not limited to, the following: DEFICIENCY/ALLOCATION REVIEWS AND RECOVERY 1. Consultant shall conduct on-going reviews to identify and correct unreported transactions and use tax payments and distribution errors thereby generating previously unrealized revenue for the City. Said reviews shall include: a. Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure “A” & Measure "P" City boundaries, and therefore subject to transactions tax. b. Review of any significant one-time use tax allocations to ensure that there are corresponding transaction tax payments for taxpayers with nexus within the City boundaries. c. Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions. d. Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure “A” & Measure "P" Transactions Tax District. 2. Consultant will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance City's relations with the business community. 3. Consultant shall prepare and submit to the California Department of Tax and Fee Administration (CDFTA) all information necessary to correct any allocation errors and deficiencies that are identified, and shall follow-up with the individual businesses and the State Board of Equalization to ensure that all back- quarter payments due the City are recovered. DATA BASE MANAGEMENT, REPORTS AND STAFF SUPPORT 1. Consultant shall establish a database containing all applicable California Department of Tax and Fee Administration (CDFTA) registration data for each business within the Measure “A” & Measure "P" District boundaries holding a seller's permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available. 2. Consultant shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, Page 111 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 fund transfers, and receivables, along with late or double payments, will also be identified. Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included. 3. Consultant shall advise and work with City Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on sales, transactions and use tax questions. 4. Consultant shall make available to City the HdL proprietary software program and Measure "P" database containing all applicable registration and quarterly allocation information for City business outlets registered with the California Department of Tax and Fee Administration (CDFTA). The database will be updated quarterly. 5. Consultant shall only disclose information contained in, or derived from those transactions and use tax records only to the officer or employee authorized by the City Manager or their designee to examine the information; CONFIDENTIALITY Section 7056 of the State of California Revenue and Taxation code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. This section specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales, Use and Transactions Tax records. The following conditions specified in Section 7056 (b), (1) of the State of California Revenue and Taxation Code are hereby made part of this agreement. A. CONSULTANT is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law. B. CONSULTANT is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information. C. CONSULTANT is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement. Page 112 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 D. CONSULTANT is prohibited from retaining the information contained in, or derived from those sales or transactions and use tax records, after this Agreement has expired. Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person, authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code. Consultant is prohibited by this Agreement from retaining the information contained in or derived from those transactions and use tax records after that Agreement has expired 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 1, 2023 and end on 06/30/2024 for completion of all Required Services. 4. Compensation: A. Form of Compensation A. For Sales Tax Services , the fee for ongoing analysis, reports and access to the sales tax database is $800 per month to be billed quarterly. The fee for audit services is 15% of all new sales and use tax revenue received by the City as a result of audit and recovery work performed by the Consultant. This fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue and includes retroactive back quarter adjustments obtained by the Consultant. B. For Measure P & Measure A revenues - Consultant shall be paid $200 monthly billed quarterly for the transaction district tax reports that are included with the quarterly sales tax analyses. Consultant shall be paid 25% of the initial amount of new transactions or use tax revenue received by the City as a result of audit and recovery work performed by Consultant (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by City or Consultant to be increment attributable to causes other than Consultant's work pursuant to this Agreement. In the event that Consultant is responsible for an increase in the tax reported by businesses already properly making tax payments to the City, it shall be Consultant's responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee. Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by Consultant and confirmation of corrections by the State Board of Equalization but shall not apply prospectively to any future quarter. C. Consultant shall provide City with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees. D. Consultant shall obtain prior approval from City for each specific business for which payment of audit fees will be expected. Said approval shall be deemed given when the City Manager or his/her designated representative, signs a Work Authorization form, a copy of which is attached as "Exhibit D." City shall pay audit fees upon Consultant's submittal of evidence of State fund transfers and payments to City from businesses identified in the audit and approved by the City. E. Above sum shall constitute full reimbursement to Consultant for all direct and indirect expenses incurred by Consultant in performing audits including the salaries of Consultant's employees, and travel expenses connected with contacting local and out-of-state businesses and the Board of Equalization Staff. Page 113 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 16 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 F. Extra work beyond the Scope of Services set forth in this Agreement shall not be performed by Consultant or reimbursed or paid for by City unless such extra work is specifically authorized in writing by City Manager or his/her designated representative. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by the City and Consultant at the time the City' s written authorization is given to Consultant for the performance of said services. B. Reimbursement of Costs ☒ None, the compensation includes all costs Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through June 30, 2024 shall not exceed 165,000. 5. Special Provisions: ☐ Permitted Sub-Consultants: None ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for one additional term, 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 by up to 200,000 for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. ☐ None Page 114 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 17 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE Page 115 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 18 City of Chula Vista Agreement No.: 2023-171 Consultant Name: HINDERLITER, DE LLAMAS AND ASSOCIATES Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individuals have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Victor De La Cruz 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 participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company). Page 116 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Board, Commission, and Committee Terms: Accept the Local Appointments List of Terms Expiring in 2024 Report Number: 23-0209 Location: No specific geographic location Department: City Clerk Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines. Therefore, pursuant to State Guidelines Section 15060(c)(3), no environmental review is required. Recommended Action Adopt a resolution accepting the 2024 Local Appointments List for board, commission, and committee terms expiring in calendar year 2024. SUMMARY The Maddy Act (Government Code section 54970 et seq.) requires a “Local Appointments List,” containing information about all boards, commissions, and committees appointed by the City Council, as well as all board, commission, and committee terms expiring in the following year, be prepared by December 31 of each year and made available to the public. By adopting the proposed resolution, the City Council will accept the 2024 Local Appointments List and direct the City Clerk to post the list and make it available to the public, as required. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with California Environmental Quality Act (CEQA) and has 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 required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. Page 117 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 DISCUSSION The Maddy Act (Government Code section 54972, et seq.) was enacted to provide public awareness of opportunities for citizen participation on boards, commissions, and committees. The Maddy Act requires, in part, that on or before December 31 of each year, the City Council must prepare a “Local Appointments List” of all regular and ongoing boards, commissions, and committees that are appointed by the City Council. The Local Appointments List must contain the following information: (a) a list of all appointive terms that will expire during the next calendar year, with the name of the incumbent appointee, the date of appointment, the date the term expires, and the necessary qualifications for the position; and (b) A list of all boards, commissions, and committees whose members serve the at the pleasure of the legislative body, and the necessary qualifications for each position. The purpose of this list is to provide the public with information, such as seat qualifications and term expirations, so that they may have an opportunity to participate in and contribute to the operations of local governments by serving on such boards, commissions, and committees. In addition to posting the Local Appointments List at City Hall and the Civic Center Library, the City Clerk also makes the list available on the City’s website. By adopting the proposed resolution, the City Council accepts the 2024 Local Appointments List (Exhibit 1) and directs the City Clerk to post the list and make it available to the public, as required. 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 Title 2, section 18702.2(a)(11), is not applicable to this decision for purposes of determining a di squalifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware and has not been informed by any City Councilmember of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT There is no fiscal impact as a result of this action. ONGOING FISCAL IMPACT There is no ongoing fiscal impact. ATTACHMENTS 1. Exhibit 1 – 2024 Local Appointments List Staff Contact: Karina Lafarga, Deputy City Clerk Cristina Hernandez, CMC, Deputy Director, City Clerk Services Kerry K. Bigelow, MMC, City Clerk Page 118 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING THE 2024 LOCAL APPOINTMENTS LIST FOR BOARD, COMMISSION, AND COMMITTEE TERMS EXPIRING IN CALENDAR YEAR 2024 WHEREAS, the Maddy Act (California Government Code section 54972 et seq.) requires a “Local Appointments List,” containing information about all boards, commissions, and committees appointed by the City Council, as well as all board, commission, and committee terms expiring in the following calendar year, be prepared by December 31 of each year and made available to the public; and WHEREAS, the City Clerk has prepared the 2024 Local Appointments List, attached hereto as Exhibit 1, in accordance with the Maddy Act, which includes board, commission, and committee terms expiring in calendar year 2024. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it accepts the 2024 Local Appointments List (Exhibit 1) and directs the City Clerk to post the list and make it available to the public, in accordance with best practices and as required by the Maddy Act. Presented by Approved as to form by Kerry K. Bigelow, MMC Jill D.S. Maland City Clerk Lounsbery Ferguson Altona & Peak Acting City Attorney Page 119 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 1 of 7 CITY OF CHULA VISTA BOARDS AND COMMISSIONS Local Appointments List For Terms Expiring on June 30, 2024 Necessary Qualifications for All Seats: Except as provided in the City of Chula Vista Charter Article VI, section 602(D) and Municipal Code Title 2, as noted below, candidates must be residents of Chula Vista and at least 18 years of age. Board/Commission Name Additional Necessary Qualifications Appointment Date Board of Appeals and Advisors VACANT – Combs, Jim Shall be qualified by training and experience to pass on matters pertaining to building construction, including applicable building codes, regulations, and ordinances. 09/11/2018 Board of Ethics Guerrero, Edgar Within the past 10 years prior to the date of appointment, cannot have been convicted of any felony or a crime involving moral turpitude, found to have committed a criminal violation of the Fair Political Practices Act, or have a conflict of interest as defined in Chapter 2.28.050. 02/21/2017 Charter Review Commission Disharoon, Larry 07/28/2020 Glanz, Todd 07/28/2020 Civil Service Commission Fish, Cory 08/22/2017 Sepulveda, Angelica 09/15/2020 Cultural Arts Commission Brady, Christine Shall demonstrate competence, knowledge, and experience in cultural arts. 07/25/2023 Maynard, Lorise Arts Professional: Artists, educators, and those with professional qualifications and experience in disciplines of arts and culture, including the performing arts, fine arts, culinary arts, media arts, or related arts disciplines. 06/22/2017 Health, Wellness, and Aging Commission Hernandez-Nader, Freda Must reside in City Council District 4. 07/28/2020 Johnson, Mary Must have expertise and experience in at least one of the focus areas of the Healthy Chula Vista Action Plan or the Age-Friendly Action Plan: land use, transportation, nutrition, health care, physical activity, environment and/or older adults. 02/21/2023 Martinez, Lucia Must reside in City Council District 2. 04/12/2016 Housing and Homelessness Advisory Commission Paddock, Norman Must reside in assisted housing or receive Section 8 rental housing assistance from the Housing Authority; and be 62 years of age or older. 11/17/2020 Page 120 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 2 of 7 CITY OF CHULA VISTA BOARDS AND COMMISSIONS Local Appointments List (Continued) For Terms Expiring on June 30, 2024 Necessary Qualifications for All Seats: Except as provided in the City of Chula Vista Charter Article VI, section 602(D) and Municipal Code Title 2, as noted below, candidates must be residents of Chula Vista and at least 18 years of age. Board/Commission Name Additional Necessary Qualifications Appointment Date Human Relations Commission Felix, William Shall be: (1) representative of the diversity of the City; (2) specifically chosen to reflect the interests and concern with the protection of civil liberties of all people which make up the City’s residents; (3) committed to fostering better human relations in the City of Chula Vista, and (4) associated with the business and/or civic activities of the City. 11/07/2017 Pajanor, Appaswamy “Vino” 06/14/2022 VACANT - Custodio-Tan Candice 12/07/2021 Measure A Citizens’ Oversight Committee Bruzee, Dustin Designated Member: Must be an active member of the Chula Vista Police Officers Association (POA). 02/02/2021 Hobson, Nicole Designated Member: Must be an active member of the Association of Chula Vista Employees (ACE). 09/20/2018 VACANT – Rivera, Frank Designated Member: Must be an active member of the Chula Vista Middle Managers/Professional Employee Group (MM/PROF). 05/11/2021 Parks and Recreation Commission Calvo, Martin 04/18/2023 Gregorio, Rennsie 07/19/2016 Planning Commission Zaker, Max 07/19/2016 Sustainability Commission Salazar, Hayley 03/07/2023 Sharkey, Jeanine 07/25/2023 Traffic Safety Commission Cervantes, Juan 09/13/2016 Veterans Advisory Commission Balolong, Maria 07/24/2018 Williams, Tanya 03/27/2023 Page 121 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 3 of 7 CITY OF CHULA VISTA BOARDS AND COMMISSIONS Necessary Qualifications for All Seats: Except as provided in the City of Chula Vista Charter Article VI, section 602(D) and Municipal Code Title 2, as noted below, candidates must be residents of Chula Vista and at least 18 years of age. For more information, please visit our website: https://www.chulavistaca.gov/boards Seat Qualifications Board of Appeals and Advisors – 5 Members Total (Chula Vista Municipal Code § 2.26.040) (5) Members At-Large Shall be qualified by training and experience to pass on matters pertaining to building construction, including applicable building codes, regulations, and ordinances. Board of Ethics – 7 Members Total (Chula Vista Municipal Code § 2.28.050) (7) Members At-Large No person shall be appointed as a member of the Board of Ethics or shall be entitled to retain their membership, if he or she, within the past 10 years prior to the date of appointment, has been convicted of any felony or a crime involving moral turpitude, has been found to have committed a criminal violation of the Fair Political Practices Act, or has a conflict of interest as defined in CVMC § 2.28.050(C). Board of Library Trustees – 6 Members Total (Chula Vista Municipal Code § 2.45.040) (5) Members At-Large (1) Member Youth Advisory Member (non-voting) Must be a resident of the City of Chula Vista and between 16 and 22 years of age. Charter Review Commission – 7 Members Total (Chula Vista Municipal Code § 2.29.040) (7) Members At-Large Civil Service Commission – 5 Members Total (Chula Vista Municipal Code § 2.43.040) (1) Member At - Large (1) Member At – Large (1) Member Nomination by Commission (1) Member Nomination by Classified Employees (1) Member Nomination by Classified Employees Page 122 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 4 of 7 Cultural Arts Commission – 10 Members Total (Chula Vista Municipal Code § 2.33.040) (3) Members At-Large All nine members shall demonstrate competence, knowledge, and experience in cultural arts; and a minimum of six members shall be appointed from among artists, educators, and those with professional qualifications and experience in disciplines of arts and culture, including the performing arts, fine arts, culinary arts, media arts or related arts disciplines. (6) Members Arts Professional (1) Member Youth Advisory Member (non-voting) Must be a resident of the City of Chula Vista and between 16 and 22 years of age. Health, Wellness, and Aging Commission – 10 Members Total (Chula Vista Municipal Code § 2.47.040) (1) Member District 1 Representative These members must reside in the City Council district they wish to represent and shall maintain their residency in their respective City Council district for the duration of their terms. (1) Member District 2 Representative (1) Member District 3 Representative (1) Member District 4 Representative (5) Members Expert Representatives Five members shall have expertise and experience in at least one of the focus areas of the Healthy Chula Vista Action Plan or the Age-Friendly Action Plan: land use, transportation, nutrition, health care, physical activity, environment, and/or older adults (1) Member Youth Advisory Member (non-voting) Must be a resident of the City of Chula Vista and between 16 and 22 years of age. Housing and Homelessness Advisory Commission– 9 Members Total (Chula Vista Municipal Code § 2.35.040) (2) Members At-Large Must be a resident of the City of Chula Vista and at least 18 years of age. (3) Members Expert Representatives Members shall have expertise and experience in at least one of the following fields: lending, urban planning, real estate development, and real estate brokerage. (1) Member Tenant Representative (62 years of age or older) Shall be appointed as representatives of tenants of the Housing Authority, and shall, at the time of their appointments and throughout their terms, reside in assisted housing or receive Section 8 rental housing assistance from the Housing Authority; one of these two members shall be 62 years of age or older. (1) Member Tenant Representative (2) Members Ex-Officio (non-voting) Ex officio members are and are subject to term limits as described in the Charter and CVMC 2.25.080 and 2.25.100. Ex officio members are not entitled to vote or to make motions. (CVMC 2.25.030) Human Relations Commission – 12 Members Total (Chula Vista Municipal Code § 2.36.040) (11) Members At-Large Members shall be: (1) representative of the diversity of the City; (2) specifically chosen to reflect the interests and concern with protection of civil liberties of all people who make up the City’s residents; (3) committed to fostering better human relations in the City of Chula Vista; and (4) associated with the business and/or civic activities of the City. (1) Member Youth Advisory Member (non-voting) Must be a resident of the City of Chula Vista and between 16 and 22 years of age. Page 123 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 5 of 7 Measure A Citizens' Oversight Committee – 11 Members Total (Chula Vista Municipal Code § 2.63.050) (1) Member District 1 Representative These members must reside in the City Council district they wish to represent and must maintain their district residency throughout their tenure. (1) Member District 2 Representative (1) Member District 3 Representative (1) Member District 4 Representative (1) Member Chula Vista Police Chief Representative Must be an active member of the specified organization. (1) Member Chula Vista Fire Chief Representative (1) Member Chula Vista Mid-Managers Professional Employees (MM/PROF) Representative (1) Member Chula Vista Police Officers Association (POA) Representative (1) Member Chula Vista International Association of Fire Fighters (IAFF) Representative (1) Member Association of Chula Vista Employees (ACE) Representative (1) Member Chula Vista Chamber of Commerce Representative Measure P Citizens' Oversight Committee – 9 Members Total (Chula Vista Municipal Code § 2.61.050) (1) Member District 1 Representative These members must reside in the City Council district they wish to represent and must maintain their district residency throughout their tenure. (1) Member District 2 Representative (1) Member District 3 Representative (1) Member District 4 Representative (1) Member At-Large (4) Members Parks & Recreation Commission Representative Must be a member of the specified commission. Sustainability Commission Representative San Diego & Imperial Counties Labor Council Representative Alliance of Californians for Community Empowerment Representative Chula Vista Chamber of Commerce Representative Must have expertise and experience in at least one of the following areas: accounting, finance, engineering, or a related discipline (including construction). San Diego Taxpayers Association Representative Page 124 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 6 of 7 Mobilehome Rent Review Commission – 7 Members Total (Chula Vista Municipal Code § 2.31.040) (1) Member At-Large, nominated by Council Seat #1 No member shall own or be a tenant in a mobilehome park. (1) Member At-Large, nominated by Council Seat #2 (1) Member At-Large, nominated by Council Seat #3 (1) Member At-Large, nominated by Council Seat #4 (1) Member At-Large, nominated by Mayor (1) Member Ex-Officio (non-voting), Tenant Representative One ex-officio member shall be a tenant in a mobilehome park within the City at the time of appointment and throughout the member’s term. (1) Member Ex-Officio (non-voting), Park Owner Representative One ex-officio member shall be an owner of a mobilehome park within the City at the time of appointment and throughout the member’s term. Parks and Recreation Commission – 8 Members Total (Chula Vista Municipal Code § 2.41.040) (3) Members At-Large (1) Member District 1 Representative Members must be a resident of the corresponding Council district and must maintain their district residency throughout their tenure. (1) Member District 2 Representative (1) Member District 3 Representative (1) Member District 4 Representative (1) Member Youth Advisory Member (non-voting) Must be a resident of the City of Chula Vista and between 16 and 22 years of age. Redistricting Commission – 7 Members Total (Chula Vista Municipal Code § 2.51.050) (7) Members At-Large Must be a registered voter in the City of Chula Vista. Ineligible to apply for and serve on the Commission: (a) the Mayor, a Councilmember, any other elected City official, or a member of the City Charter Review Commission; (b) a relative by blood or marriage within the second degree, or any domestic partner within the meaning of California law (including Family Code section 297), of the Mayor, any Councilmember, or any other elected City official; (c) a person who, at any time within the four (4) years immediately preceding the date of their application for selection to the Commission, has served as the Mayor, a Councilmember, or an elected City official; (d) a current employee of the City or a current employee of any organization representing any employee bargaining unit for employees of the City; (e) a person who, at any time within the four (4) years immediately preceding the date of their application for selection to the Commission, has worked as a lobbyist. For purposes of this provision, the term “lobbyist” means a person who, for compensation, has direct communication with a City official, including the Mayor, a Councilmember, or any elected City official, for purposes of influencing a municipal decision; (f) a person who is currently an officer in any local political party organization, including, but not limited to, officers of a political party county central committee; and (g) a person who, at any time within the four (4) years immediately preceding the date of their application for selection to the Commission, has served as a paid campaign worker or paid campaign or political consultant for an elected City official. Page 125 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Exhibit 1 To apply for a position or for information on the specific duties of a board or commission, please visit our website at www.chulavistaca.gov/boards or contact the City Clerk, 276 Fourth Ave, Chula Vista, CA 91910, 619-691-5041. Page 7 of 7 Planning Commission – 7 Members Total (Chula Vista Municipal Code § 2.42.030) (4) Members At-Large (3) Members Qualified Professionals A minimum of three members of the Planning Commission should be persons sensitive to design consideration and interested in townscape matters. Persons qualified for these seats should include architects, landscape architects, land planners, urban planners, civil engineers, and other design professionals with suitable experience. Traffic Safety Commission – 7 Members Total (Chula Vista Municipal Code § 2.44.030) (7) Members At-Large Sustainability Commission – 7 Members Total (Chula Vista Municipal Code § 2.32.060) (7) Members At-Large (2) Members Youth Advisory Member (non-voting) Must be a resident of the City of Chula Vista and between 16 and 22 years of age. Veterans Advisory Commission – 7 Members Total (Chula Vista Municipal Code § 2.39. 40 ) (7) Members At-Large Must be a resident of the City of Chula Vista and at least 18 years of age. *Wildlife Advisory Group – 4 Members Total (Resolution 2016-231) (1) Member Southwest Representative Shall be a resident of the area south of L Street and west of La Media/Otay Lakes Road. Must demonstrate involvement in one or more of the following areas: 1. Wildlife-related issues such as habitat restoration or wildlife management. 2. Ecology, biology, chemistry, water quality or watershed protection. 3. Ecosystem management and restoration. 4. Nature-based or environmental education and similar fields. 5. Wildlife rehabilitation and/or predator management. (1) Member Northwest Representative Shall be a resident of the area north of L Street and west of La Media/Otay Lakes Road. (1) Member Southeast Representative Shall be a resident of the area east of La Media/Otay Lakes Road. (1) Member Sustainability Commission Representative Must be a member of the Sustainability Commission. *Bayfront Cultural & Design Committee – 3 Members Total (Bayfront Settlement Agreement Section 13.1) (1) Member Planning Commission Representative Must be a member of the specified commission. (1) Member Planning Commission Representative (1) Member Sustainability Commission Representative * Regional Boards comprised of representatives from various cities and agencies within San Diego. The Chula Vista City Council or City boards or commissions make appointments of one or more members to these boards; however, the City does not operate these boards. Page 126 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Agreement: Approve Memoranda of Understanding with Sweetwater Union High School District and Chula Vista Elementary School District for the School Resource Officer Program Report Number: 2023-0232 Location: No specific geographic location Department: Police Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt a resolution approving Memoranda of Understanding with Sweetwater Union High School District and Chula Vista Elementary School District for the School Resource Officer Program. SUMMARY The Police Department has worked in cooperation with school districts for many years to ensure the safety, welfare and best possible educational opportunities of students and staff on school campuses in Chula Vista. Adoption of this resolution will approve Memoranda of Understanding with both the Sweetwater Union High School District and Chula Vista Elementary School District for the School Resource Officer Program. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has 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 required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. Page 127 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 DISCUSSION For decades, Chula Vista Police Department (CVPD) has worked in conjunction with the Sweetwater Union High School District (SUHSD) and Chula Vista Elementary School District (CVESD) to ensure the safety, welfare and best possible educational opportunities of students and staff on school campuses in Chula Vista. Campus security is increased by the presence of police officers who also proactively and positively interact with students. Police officer presence on campus improves communication between the Police Department and the youth of the community. It is the goal of the Police Department’s School Resource Officer (SRO) program to enhance the safety, security and success of the District’s scholastic institutions by maintaining close, consistent and productive relationships with students, their families, and staff. This program was designed to help support an environment that offers an equal opportunity for student academic, social and community success by fostering a safe environment. On-campus, School Resource Officers focus on establishing positive relationships with students and staff, providing early intervention services to youth and overall improved community relations through prevention, intervention, education, and progressive enforcement strategies. During FY 2022/2023, the SRO program consisted of one Police Sergeant, one Police Agent, twelve Police Officers, and one Secretary. The SRO program has long provided services to 64 public schools (11 high schools, 7 middle schools, 46 elementary schools), along with 8 alternative and adult schools associated with the districts in the City of Chula Vista and serves a student population of more than 60,000 students. Sweetwater Union High School District The SRO program with SUHSD has been in place since 2010/2011. In 2022/2023, the SUHSD provided funding for slightly less than the cost of one-half (0.5) Police Agent and three (3.0) Police Officers. These three and one-half sworn personnel provided services to 20 sites and scholastic institutions and more than 35,000 students within the SUHSD. Discussions between the Police Department and SUHSD showed that the actual personnel costs of the SRO program have been increasing since 2010/2011, while the cost reimbursed by SUHSD had remained the same. In 2022/2023 the total cost for the SUHSD-portion of the SRO program was $558,778, but the amount reimbursed by SUHSD remained at $500,000 (the same amount since 2010/2011). Both the Police Department and SUHSD acknowledged that reduced funding, coupled with increased community demand for emergency public safety services, would reduce the Police Department’s capacity to provide non- emergency services to the SUHSD. On August 14, 2023, the SUHSD School Board approved the Memorandum of Understanding (MOU) for the SRO program during the 2023/2024 and 2024/2025 school years. The approved cost to SUHSD is $597,290 annually for both school years. The MOU covers a two-year period of July 1, 2023 to June 30, 2025, and may be extended for two (2) additional one-year periods upon written approval of both parties. Chula Vista Elementary School District In 2022/2023, CVESD approved an increase in funding to supporting adding one (1.0) Police Officer to provide services to the district, resulting in funding for the cost of one-half (0.5) Police Agent and four (4.0) Police Officers. These four and one-half sworn personnel provided services to more than 46 sites and Page 128 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 scholastic institutions and more than 25,000 students within the CVESD. In 2022/2023, the cost for the CVESD-portion of the SRO program was $715,326. On August 9, 2023, the CVESD School Board approved the MOU for the SRO program during the 2023/2024 school year that included costs for four and one-half sworn personnel. The cost to CVESD totals $764,647 in 2023/2024. The MOU covers a one-year period of July 1, 2023 to June 30, 2024, and may be extended for two (2) additional one-year periods upon written approval 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 Title 2, section 18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware and has not been informed by any City Council member of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT The reimbursements from Sweetwater Union High School District and Chula Vista Elementary School District partially cover the personnel costs of one Police Agent and seven Police Officers in the SRO program . The reimbursements as outlined in the new MOU’s are expected to exceed budgeted revenue by $145,611. The personnel costs are already included in the Police Department’s baseline budget; therefore, no additional appropriations are required by accepting each MOU. The increased revenue and any necessary budget amendments will be included in the Quarterly Financial Report process. The table below outlines SRO personnel costs for each school district. SUHSD CVESD 3 SROs and 0.5 Agent 4 SROs and 0.5 Agent Cost Description Cost of 3 SROs 50% cost of Agent TOTAL Cost of 4 SROs 50% cost of Agent TOTAL Salaries $345,288 $66,660 $411,948 $460,384 $66,660 $527,044 Differential - Education $1,542 $1,800 $3,342 $2,056 $1,800 $3,856 Laundry Allowance $900 $150 $1,050 $1,200 $150 $1,350 Flex/Insurance $59,643 $9,941 $69,584 $79,524 $9,941 $89,465 PERS $72,615 $12,542 $85,157 $96,820 $12,542 $109,362 Medicare $5,043 $995 $6,038 $6,724 $995 $7,719 Retiree Medical Trust $3,600 $600 $4,200 $4,800 $600 $5,400 Workers Comp $13,440 $2,531 $15,971 $17,920 $2,531 $20,451 PERSONNEL COSTS $502,071 $95,219 $597,290 $669,428 $95,219 $764,647 ONGOING FISCAL IMPACT The Police Department will continue providing updated personnel costs of the SRO program when drafting subsequent MOUs and will seek Council approval of those MOUs. Page 129 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 4 ATTACHMENTS 1. MOU with Sweetwater Union High School District for School Resource Officer Program 2. MOU with Chula Vista Elementary School District for School Resource Officer Program Staff Contact: Police Captain Dan Peak Police Chief Roxana Kennedy Page 130 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING MEMORANDA OF UNDERSTANDING WITH SWEETWATER UNION HIGH SCHOOL DISTRICT AND CHULA VISTA ELEMENTARY SCHOOL DISTRICT FOR THE SCHOOL RESOURCE OFFICER PROGRAM WHEREAS, for decades, the Chula Vista Police Department has coordinated with the Sweetwater Union High School District (SUHSD) and the Chula Vista Elementary School District (CVESD) to ensure the safety, welfare and best possible educational opportunities of students and staff on school campuses in Chula Vista; and WHEREAS, it is the goal of the Police Department’s School Resource Officer (SRO) program to enhance the safety, security and success of the school district’s institutions by maintaining close, consistent and productive relationships with students, their families, and staff; and WHEREAS, on August 14, 2023, the SUHSD School Board approved the Memorandum of Understanding for the SRO program during the 2023/2024 and 2024/2025 school years; and WHEREAS, on August 9, 2023, the CVESD School Board approved the Memorandum of Understanding for the SRO program during the 2023/2024 school year; and WHEREAS, the Memorandum of Understanding for SUHSD covers a two-year period of July 1, 2023 through June 30, 2025, and the Memorandum of Understanding for CVESD covers a one-year period of July 1, 2023 through June 30, 2024; and WHEREAS, each Memorandum of Understanding may be extended for two (2) additional one-year periods upon written approval of both parties. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that it approves the Memorandum of Understanding for the School Resource Officer Program between the City of Chula Vista and Sweetwater Union High School District and the Memorandum of Understanding for the School Resource Officer Program between the City of Chula Vista and Chula Vista Elementary School District, including any amendments thereof, in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk , and authorizes and directs the Police Chief to execute same. Page 131 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Presented by Roxana Kennedy Chief of Police Approved as to form by Jill D.S. Maland Lounsbery Ferguson Altona & Peak Acting City Attorney Page 132 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MEMORANDUM OF UNDERSTANDING BETWEEN SWEETWATER UNION HIGH SCHOOL DISTRICT AND CITY OF CHULA VISTA FOR SCHOOL RESOURCE OFFICER PROGRAM MISSION STATEMENT: It is the mission of the Sweetwater Union High School District in concert with the Chula Vista Police Department to provide a safe, secure, orderly and effective teaching and learning environment for all students and staff within the Sweetwater Union High School District and the City of Chula Vista by protecting life and property. Ensuring the safety, welfare, and best possible educational opportunities of students and staff on school campuses in Chula Vista is a priority to the school administration and the Police Department. Campus security will be increased by the presence of police officers who will interact with the students in both a positive and proactive manner. Police officers on campus will help improve relations between the Police Department a nd the youth of the community. On-campus, School Resource Officers will focus on maintaining a positive partnership with students and staff, providing early intervention services to secondary school youth and overall improved community relations through partnership, prevention, intervention, education and progressive enforcement strategies. The goal of the School Resource Officer program is to enhance the safety, security and success of the District’s scholastic and interscholastic institutions by main taining close, consistent and productive relationships with students, their families, and District staff. As a result, the Sweetwater Union High School District and the City of Chula Vista Police Department agree to undertake the following responsibilities and expectations to achieve these mutual objectives: A. SCHOOL DISTRICT'S ROLE AND RESPONSIBILITY: 1. Ensure student welfare portal to portal; 2. Develop procedures to handle campus safety issues; 3. Develop emergency response procedures; 4. Develop a School Safety Plan; 5. Establish and follow procedures for referring School Resource Officer involvement; 6. Cooperate with and support in a proactive manner the City of Chula Vista Police Department School Resource Officers' efforts to work with students, school personnel, parents and the community. Page 133 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 B. SCHOOL RESOURCE OFFICERS' ROLE AND RESPONSIBILITY: 1. To provide prevention/intervention by: a. Providing a highly visible uniform police officer presence on the campuses of the Sweetwater Union High School District that are located in Chula Vista. b. When available attend parent conferences/meetings when requested to foster positive relationships and to ensure the safety of students, their families, and District staff. Parties mutually intend to annually hold at least one (1) jointly-planned District, student forum and two (2) jointly-planned District community forums regarding school safety, security and policing, including review of relevant District, school, and community impact data as agreed to by the parties, once meetings can be held in person. c. When available assist Student Attendance Review Board (S.A.R.B.) meetings by providing law enforcement intervention or action as needed in collaboration with the District d. Assisting the School District in scheduling security activities as needed. e. When available, being the first response in all law-enforcement related matters, respond to police calls for service and requests for assistance from students and staff occurring during regular school hours. f. When available attending various sporting events and school activities during regular school hours as needed for proactive enforcement and interaction to provide for a preventative presence, student and staff interactions, and enforcement as appropriate. g. When available document all incidents of crime as per Department regulations. h. Assisting with developing and revising school security procedures and emergency response drills as requested. i. Assisting the school’s safety committee in developing the School Safety Plan. j. Comply with all student confidentiality requirements, including the Family Educational Rights and Privacy Act and related California law. k. Treat all individuals with fairness, respect and dignity in equally enforcing the laws and providing equal service to the public, regardless of immigration status, race, ethnicity, gender, religious beliefs or any other protected class. l. Not enforce immigration laws. m. Not gather, share or distribute any information related to any student’s (or student’s family members) immigration status for the purposes of immigration enforcement. n. Creating and maintaining channels of productive communication with students and families. o. Collaborating and planning service and support with school site principal and District Leadership. p. Working with community agencies to enhance school and student success through proactive intervention services, alternatives to detention, wraparound-style services and other programs to reduce illegal conduct, Page 134 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 enhance rehabilitation, and reduce the involvement of criminal justice systems. q. Working with school staff and District leadership in matters of mutual concern such as prevention and intervention in the areas of alcohol and drug use on campus, tobacco and vaping education and prevention, marijuana and cannabis education and prevention, initiatives to enhance the safety of students and staff on campus, anti-bullying campaigns, reduction and prevention of violence and crime, reduction of campus intrusion, eliminating human trafficking, cyber safety for youth, and loss and/or damage to property and to provide a data bank of efforts made throughout the year for comparison to previous years and for future growth. r. Working with parent/teacher groups as needed throughout the District. s. Assisting with evaluating and investigating both internal and external security concerns or threats of violence to students, staff, and campuses. t. Scheduling security education and enhancement activities as needed. u. Focusing and intervening with students in at-risk situations, in the best interests of the students, their families, and the school. v. Discouraging illegal acts on or against school campuses and their staff and students by providing high visibility of uniformed police officer presence on the campuses of the Sweetwater Union High School District. w. Collaborating with the School District and coordinating with the City’s Homeless Outreach Team, by offering social services options to homeless student population to address chronic absenteeism. 2. Assisting investigative personnel of the Chula Vista Police Department who are assigned to the various school sites with continuing and ongoing investigation and preliminary investigation of criminal activity within the affected schools. 3. Continuing to work with school staff and District personnel in matters of mutual concern such as: a. Education and training. b. Prevention and intervention in the areas of alcohol and drug use on campus. c. Safety of students and staff on campus. d. Maintain student confidentiality by ensuring compliance with the Family Educational Rights Privacy Act (FERPA). e. Gang-related violence and crime. f. Campus intrusion, and loss and/or damage to property. C. PERFORMANCE: Either party may request an informal meeting to discuss any concern regarding compliance with the Roles and Responsibilities listed above. Parties agree to conduct such meeting no later than 10 work days after the request. Page 135 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 D. TIME FRAME: This Memorandum of Understanding shall become effective July 1, 2023 ending June 30, 2025. This Memorandum of Understanding may be extended for two (2) additional one-year periods upon written approval of both parties. Either party shall have the right to cancel this Memorandum of Understanding upon 90 days advance written notice during the term of this agreement. E. SPAN OF CONTROL/JURISDICTION: Prevention/education/training/proactive activities will take place at Alta Vista Academy, Alternative Education, Bonita Vista High School, Bonita Vista Middle School, Castle Park High School, Castle Park Middle School, Chula Vista Adult School, Chula Vista High School, Chula Vista Middle School, Eastlake High School, Eastlake Middle School, Hilltop High School, Hilltop Middle School, MAAC Community Center, Olympian High School, Options Secondary, Otay Ranch High School, Palomar High School, Rancho Del Rey Middle School, STEP and at public meeting places within the respective communities as it relates to the Sweetwater Union High School District activities. The officers will remain under the direction and control of the Chula Vista Police Department. F. RESOURCE: Resource and local management will be coordinated at: Sweetwater Union High School District Attn: Dr. Vernon Moore, Assistant Superintendent of Educational Equity and Support Services 1130 Fifth Avenue Chula Vista, CA 91911 (619) 691-5533 City of Chula Vista Police Department Attn: Chief Roxana Kennedy 315 Fourth Avenue Chula Vista, CA 91910 (619) 691-5150 G. COST: The Sweetwater Union High School District agree s to pay $597,290 annually for the term of this agreement (2023-2024 and 2024-2025) for services of one half (.5) of a Police Agent and three (3) Police Officers who are assigned to the School Resource Officer Program. This is the total annual cost of the staff, excluding pension costs. Parties acknowledge that this may not be one hundred percent (100%) of the costs of the staff for 2024-2025, but acknowledge that the Parties will revisit to cover one hundred percent (100%) of staff costs before the 2025-2026 contract renewal. Parties Page 136 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 acknowledge that the City of Chula Vista covers one hundred percent (100%) of the cost of one (1) School Resource Officer Sergeant, one (1) unit secretary, and a variety of required equipment, training, supplies, management and overhead costs dedicated to this program. This Memorandum of Understanding shall be effective July 1, 2023. Upon execution of this Memorandum, the Sweetwater Union High School District, upon invoicing, will pay to the Finance Director of the City of Chula Vista, the agreed amount in quarterly installments. If the agreement is canceled as herein permitted, the City shall return forthwith to the District the portion of such payment allocable to the period of the term subsequent to the effective date of cancellation. H. NO INDEPENDENT BASIS FOR LIABILITY: Nothing herein shall create, by this or other Agreement between the parties, an independent basis for liability of the City to either the District or to a third party for failing to respond, for responding to a call for police services in an alleged dilatory or negligent manner, or for any action or omission by a Police Department employee pursuant to this Agreement. The City's liability, if any it may have, shall be that as determined by law without regard to the existence of this Agreement. I. COMPLIANCE WITH APPLICABLE LAW The City and the District, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City whether now in force or subsequently enacted. Similarly, the City shall comply with all applicable rules, regulations, and policies of the District, including policies regarding student confidentiality that are consistent with local, state, and federal law. Page 137 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 J. AUTHORITY TO EXECUTE: The signatures below warrant that they have the legal authority to enter into this MOU and bind their respective parties to the rights and obligations herein. SWEETWATER UNION CITY OF CHULA VISTA HIGH SCHOOL DISTRICT POLICE DEPARTMENT By: ____________________________ By: ____________________________ Dr. Jenny Salkeld, Chief Financial Officer Roxana Kennedy, Police Chief Date: ___________________________ Date:____________________________ Approved as to form: Approved as to form: By: ____________________________ By: ____________________________ Jennifer Carbuccia, General Counsel Jill D.S. Maland, Acting City Attorney Date: ___________________________ Date: ___________________________ Board Approval Date: Agenda Item: Page 138 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MEMORANDUM OF UNDERSTANDING BETWEEN CHULA VISTA ELEMENTARY SCHOOL DISTRICT AND CITY OF CHULA VISTA FOR SCHOOL RESOURCE OFFICER PROGRAM MISSION STATEMENT: It is the mission of the Chula Vista Elementary School District District) in concert with the City of Chula Vista (City) acting through its Police Department to provide a safe, secure, orderly and effective teaching and learning environment for all students and staff within the District and the City. Ensuring the safety, welfare, and the best possible educational opportunities is a priority for the District and the City. On -campus, School Resource Officers (SROs) will focus on maintaining a positive partnership with students and staff, providing early intervention services to elementary school youth and overall improved community relations through partnership, prevention, intervention, education, and progressive enforcement strategies. The City and the District will also focus on developing and strengthening cooperative partnerships with educational institutions, public safety resources, and community-based support organizations to provide for early intervention and holistic, wrap-around social support services to reduce or prevent future challenges and to enhance effective learning for students. The goal of the SRO program is to enhance the safety, security and success of the District's scholastic institutions by maintaining close, consistent and productive relationships with students, their families, and District staff. As a result, the District and the City agree to undertake the following responsibilities and expectations to achieve these mutual objectives: A. DISTRICT'S ROLE AND RESPONSIBILITY: 1. Ensure student welfare portal to portal; home to school, school to home and school to school. 2. Develop procedures to handle campus safety issues; 3. Develop emergency response procedures; 4. Develop Comprehensive School Safety Plans; 5. Comply with all student confidentiality requirements, including the Family Educational Rights and Privacy Act and related California law. 6. Establish and follow procedures for referring SRO involvement; 7. Cooperate with and support in a proactive manner the SROs' efforts to work with students, school personnel, parents, and the community; 8. Conduct an annual Hanover Survey to District stakeholders who participate voluntarily to inquire about SRO experiences, comments, and/or concerns. Page 139 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 B. CITY'S ROLE AND RESPONSIBILITY: 0 1. Work with each site principal, staff and community members to help continue safe, drug-free, and productive educational experiences for students of the District. 2. Respond to police calls for service and requests for assistance from students and staff as they occur during regular school hours, SRO regular work hours will be Monday through Friday from 6 a.m. to 4 p.m. and after 4 p.m. as needed to respond to school related calls for service. After hour threat assessments will be evaluated by officers from the Patrol Division. 3. Create and maintain channels of productive communication with students and families. Through open lines of communication, SROs will work with the District to strengthen relationships between students, parents, and school staff. 4. Collaborate and plan service and support with school site principal. 5. Work with community agencies to enhance school and student success through proactive intervention services, alternatives to detention, wrap-around services, and other programs to reduce illegal conduct, enhance rehabilitation, and reduce the involvement of criminal justice systems. 6. Work with school staff and District personnel in matters of mutual concern such as prevention and intervention in the areas of alcohol and drug use on campus, tobacco and vaping education and prevention, marijuana and cannabis education and prevention, initiatives to enhance the safety of students and staff on campus, anti -bullying campaigns, reduction and prevention of violence and crime, reduction of campus intrusion, cyber safety for youth, and loss and/or damage to property and to provide a data bank of efforts made throughout the year for comparison to previous years and for future growth. 7. Work with parent/teacher groups as needed throughout the District. 8. Officers assigned to the District shall be provided specialized training for SROs in accordance with standards set by the California Commission on Peace Officer Standards and Training and in accordance with the policies and practices of the City's Police Department. Although specific training topics may vary, SROs should be provided with specialized knowledge in a variety of topics unique to their assignment such as de-escalation strategies and techniques, education and awareness of implicit bias, capacity to expand 21st century policing and cross- cultural competencies, strategies to prevent bias against black, indigenous, and other people of color (BIPOC), communication strategies to enhance the SRO's abilities to foster positive relations with youth, an understanding of contemporary challenges faced by youth, methods and resources to assist youth in fulfilling their on -campus and off -campus needs, strategies to work collaboratively with teachers and school administrative staff, and capabilities to enhance a network of local resources to assist students with unmet needs. 9. Evaluate and investigate both internal and external security concerns or threats of violence to students, staff, and campuses and provide guidance to the District regarding the same. 10. Schedule security education and enhancement activities as needed. Page 140 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 3 11. Attend parent conferences/meetings to foster positive relationships and to ensure the safety of students, their families, and District staff as available during SRO work hours noted above. 12.Assist Student Attendance Review Board (S.A.R.B.) meetings by providing Law Enforcement intervention or action in collaboration with the District. 13. Collaborate with the District, site principal, and staff to focus and intervene with students in at -risk situations, in the best interests of the students, their families, and the school. 14. Comply with all student confidentiality requirements, including the Family Educational Rights and Privacy Act and related California law. 15. When available, attend various sporting events and school activities as needed to provide for a preventative presence, student and staff interactions, and enforcement as appropriate. 16. Document all incidents of crime as per department regulations. 17. Discourage illegal acts on or against school campuses and their staff and students by providing high visibility of uniformed police officer presence on the campuses of the District. 18. Treat all individuals with fairness, respect and dignity in equally enforcing the laws and providing equal service to the public, regardless of immigration status, race, ethnicity, gender, LGBTQ+ identification, religious beliefs or any other protected class. 19. Not enforce immigration laws. 20. Not gather, share or distribute any information related to any student's (or student's family members) immigration status for the purposes of immigration enforcement. 21. Collaborate with the District and coordinate with the City's Homeless Outreach Team, by offering social services options to homeless student population to address chronic absenteeism. 22. Upon request, present an annual report at a Board of Education meeting that highlights the SRO program (including intervention/service call data and cost analysis of contracts). 23. Collaborate with the District to explore potential data collection capabilities to analyze and, upon request, present an annual report at a Board of Education Meeting that highlights SRO calls, activities, referrals, and responses. 24. SROs have all successfully completed an in-depth background review that is required under California Peace Officer Standards and Training (POST). This includes fingerprinting. City will ensure SROs would otherwise be eligible for employment by the District. C. PERFORMANCE: Either party may request an informal meeting to discuss any concern regarding compliance with the Roles and Responsibilities listed above. Parties agree to conduct such meeting no later than 10 workdays after the request. Page 141 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 D. COMPLIANCE WITH THE LAW: 0 a. Child Abuse and Neglect. The City shall maintain a signed statement by all personnel required to sign such a statement under the child abuse/neglect reporting laws, acknowledging their training and understanding of the mandated reporting requirements regarding observed or suspected cases of child abuse. The City shall comply with all legal requirements related to child abuse and neglect, including those described in California Penal Code section 11164, et seq. When filing a child abuse report, City shall include in the report, the name, telephone number, and address of the District identified, as stated in the Notices section of this Agreement. b. Compliance with Laws. During the term of the Agreement, City and the District shall comply with all applicable federal and state laws and regulations, including all child abuse and neglect reporting requirements and all other laws and regulations not expressly referenced in this Agreement. The City shall further comply with any and all applicable District Board Policies and Administrative Regulations (available through the District's website.) Peace Officers are mandated reporters and SRO's have been trained in child abuse reporting laws. Any use of force by an officer must be lawful and within policy. In the event City retains a subcontractor or subcontractors to provide any services described in this Agreement, City agrees that each subcontractor will comply with the terms of this Agreement, including this section. E. CORPORAL PUNISHMENT PROHIBITIONS: The City shall not utilize any intervention that is designed to, or likely to, cause physical pain; release noxious, toxic, or otherwise unpleasant sprays, mists, or substances in proximity to an individual's face; utilize any intervention which is designed to subject, used to subject, or likely to subject the individual to verbal abuse, ridicule or humiliation, or which can be expected to cause excessive emotional trauma; utilize restrictive interventions which employ a device or material or objects that simultaneously immobilize all four extremities (except as permitted by law); locked seclusion (except as permitted by law); utilize any intervention that precludes adequate supervision of the individual; or, utilize any intervention which deprives the individual of one or more of his or her senses. Any use of force by an officer must be lawful and within policy. F. TIME FRAME AND TERMINATION: This MOU shall become effective July 1, 2023, for an initial 12 -month period ending June 30, 2024. This MOU may be extended for two (2) additional one-year periods upon written approval of both parties. Either party shall have the right to cancel this MOU upon ninety (90) days' advance written notice during the term of this agreement. Either party may terminate this Agreement at any time for the other party's breach of its obligations under the Agreement. Upon issuance of Notice of Termination of Page 142 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 R Agreement for Cause, the party receiving such Notice shall immediately discontinue all services described under this Agreement and return any and all information, materials, and other property. Notwithstanding the foregoing, the Parties may, but are not required to, provide a notice of deficiencies and opportunity to cure prior to terminating the Agreement for cause. G. SPAN OF CONTROL/JURISDICTION: Prevention/education/training/proactive activities will take place at all schools in the District located within the City limits of Chula Vista. The SROs shall remain employees of the City, under the direction and control of Police Department's leadership, and shall adhere to the mission, values, policies and practices of the City and its Police Department. Requests for work assignments will be developed by District Human Resources and individual school sites and will be issued to the SRO Sergeant of the Chula Vista Police Department, who will thereafter direct the SROs to respond appropriately to the requests. SROs will be jointly selected by District and City staff. H. RESOURCE: Resource and local management will be coordinated at: Chula Vista Elementary School District Attn: Jason Romero 84 East J Street Chula Vista, CA 91910 619) 425-9600 City of Chula Vista Police Department Attn: Chief Roxana Kennedy 315 Fourth Avenue Chula Vista, CA 91910 619) 691-5150 I. COST: In order to maintain the SRO Program, the District has agreed to pay for services of four Police Officers and 50% of the services of one Police Agent who are assigned to the SRO program. The City will fund the Police Sergeant who supervises the program. The cost to the District will be $764,647 in 2023-2024 (as outlined in Exhibit A). Upon execution of this Memorandum, the District, upon receipt of an invoice, will pay to the Finance Director of the City, the agreed amount in quarterly installments. If the agreement is canceled as herein permitted, the City shall return to the District the portion of such payment for services that were not rendered prior to cancellation. Page 143 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 J. INDEMNIFICATION: The City hereby indemnifies, defends, and holds harmless the District, its Board, officers, employees, agents, independent contractors, consultants, and other representatives from and against any and all liabilities, claims, demands, costs, losses, damages, or expenses, including reasonable attorneys' fees and costs, and including but not limited to consequential damages, loss of use, and extra expense that may arise out of or result from, in whole or in part of the negligent, wrongful or willful acts or omissions of the City and/or its subcontractor(s). The City shall have no obligation to indemnify, defend, or hold harmless the District, its Board, officers, employees, agents, independent contractors, consultants, and other representatives for the District's sole negligence or willful misconduct. The District hereby indemnifies, defends, and holds harmless the City, its elected officials, officers, employees, agents, independent contractors, consultants, and other representatives from and against any and all liabilities, claims, demands, costs, losses, damages, or expenses, including reasonable attorneys' fees and costs, and including but not limited to consequential damages, loss of use, and extra expense that may arise out of or result from, in whole or in part of the negligent, wrongful or willful acts or omissions of the District, its employees, agents, independent contractors, consultants, and other representatives. The District shall have no obligation to indemnify, defend, or hold harmless the City for the City's sole negligence or willful misconduct. This indemnity section shall survive the termination of the Agreement and is in addition to any other rights or remedies that the District and/or City may have under the law or this Agreement. K. INSURANCE During the entire term of this Agreement and any extension or modification thereof, the City shall keep in effect, at its sole expense, a policy (or policies) of general liability insurance, including contractual liability coverage, professional liability, sexual and molestation, and auto liability coverage of owned and non -owned vehicles used by Service Provider in relation to the performance of services under this Agreement with minimum limits of one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) in aggregate. Such insurance shall name the District as an additional insured, and an endorsement evidencing such coverage shall be provided within 90 days, only as to matters arising out of this Agreement for which City is required to indemnify the District under section 24 of this Agreement. If City maintains higher limits than the minimums required by law or this Agreement, the District shall be entitled to coverage for the higher limits. Any available insurance proceeds in excess of the legal minimum limits of insurance and coverage shall be available to the District. Page 144 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 7 No later than the Effective Date of this Agreement, City shall provide the District with satisfactory evidence of insurance. The insurance maintained by City shall include a provision for the provider to send written notice of cancellation or modification to City at least 30 calendar days before cancellation or adverse material change, or 10 days for nonpayment of premium. Such insurance may contain the same notice requirement for the District. If the insurance provider is only required to send such notice to City, the City shall provide the District written notice of cancellation or adverse material modification within one business day after receiving notice from the insurer. The City shall, at its own cost and expense, procure and maintain insurance under California's Workers' Compensation laws. L. AUTHORITY TO EXECUTE: The signatures below warrant that they have the legal authority to enter into this MOU and bind their respective parties to the rights and obligations herein. Notwithstanding the forgoing, the City acknowledges that, to be effective, this MOU must be approved by the District's Board of Education. CHULA VISTA ELEMENTARY SCHOOL DISTRICT By: ( Dr. Eduardo Reyes Superintendent Date: 5 1 Myz Attorney CITY OF CHULA VISTA go Roxana Kennedy Chief of Police Date: Approved as to form: By: Date: Megan McClurg, Acting City Page 145 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda MOU between City of CV/CVESD effective July 1, 2023 EXHIBIT A FY 2024 Estimated Costs for School Resource Unit - CVESD Object Object Description Cost per Officer Cost of SRO Agent 61701 Salaries 5115,096 133,320 6121 Di€ierential - Bilingual 0 So 6131 9derential - Education 514 3,600 6161 Lau ndry+ Allowance 300 5300 6201 Flexllnsurance 519,881 19,881 6211 PERS 24,205 25,084 6221 Medicare 51,681 1,990 6242 Retiree Medical Trust S1,200 1,200 6251 Workers Comp 54,480 5,062 PERSONNEL COSTS $167,357 $190,437 NOTE: The City fusty funds the cost of one SRO Sergeant Cost of 4 SROs 50% cost of Agent FY24 COST 6001 Salaries 5142,311 61:21 Ditferential - Bilingual S2,400 6131 Lyit%rential - Education 4,800 6161 LaundryAllaaance 300 6201 Flexiinsurance 519,881 6211 PERS 28,120 6221 Medicare 2,172 6242 Retiree Medical Trust S1,200 6251 Workers Comp 55.676 669,428 FY24 SERGEANT COSTS 206,860 4 SROs .and 0.5 Agent Cost of 4 SROs 50% cost of Agent TOTAL 460,384 66,660 527,044 0 SO 0 52,056 1,800 3,856 1,200 S150 1,350 79,524 9,941 69,465 96,820 12,542 109,362 56,724 S995 7,719 4,800 600 5,400 17,920 2,531 20,451 669,428 95,219 764,647 Page 146 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda CHULA VISTA ELEMENTARY SCHOOL DISTRICT GOVERNING BOARD AGENDA ITEM Prepared by: Instructional Services and Support ITEM TITLE: Ratify Memorandum of Understanding with the City of Chula Vista for School Resource Officer Services for the 2023-24 School Year X Action Information BACKGROUND INFORMATION: The Chula Vista Elementary School District (District) and the Chula Vista Police Department (CVPD) are committed to providing a safe, secure, and orderly learning and teaching environment for students and staff. To accomplish this goal, the CVPD will provide 100% of the services of four School Resource Officers SROs) and 50% of the services of one Police Agent at all District school sites including the five charter schools located in the City of Chula Vista. The SRO program's mission is to develop and maintain a positive partnership with the District, other agencies, and community groups through prevention, intervention, education, and enforcement. ADDITIONAL DATA: Officers assigned to the District shall be provided specialized training for SROs in accordance with standards set by the California Commission on Peace Officer Standards and Training and in accordance with the policies and practices of the City's Police Department. Although specific training topics may vary, SROs should be provided with specialized knowledge in a variety of topics unique to their assignment such as de-escalation strategies and techniques, education and awareness of implicit bias, capacity to expand 21St century policing and cross- cultural competencies, strategies to prevent bias against black, indigenous, and other people of color, communication strategies to enhance the SROs abilities to foster positive relations with youth, and understanding of contemporary challenges faced by youth, methods and resources to assist youth in fulfilling their on- and off - campus needs, strategies to work collaboratively with teachers and school administrative staff, and capabilities to enhance a network of local resources to assist students with unmet needs. Page 1 of 2 Agenda Item 13.A. August 9, 2023 Page 147 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda The District will cooperate and support the efforts of the CVPD SROs to work with students, school personnel, parents, and the community. SROs will work with site principals, staff, and community members to provide safe, secure, and drug-free learning environments for District students. When requested, SROs will attend various meetings/conferences, intervene with students in at -risk situations, schedule security activities, provide first response in all law enforcement -related matters as they occur during regular school hours, provide high visibility of uniformed police officer presence on District campuses, and collaborate with CVESD to coordinate with the City of Chula Vista's Homeless Outreach Team to offer social services options to the homeless student population to address chronic absenteeism, as well as other duties outlined in the Memorandum of Understanding (MOU) that was developed for this partnership. This MOU is for the 2023-24 school year, with an option to extend for two additional one-year periods upon written approval of both parties. Additional information is available for review in the Office of the Area Assistant Superintendent of Instructional Services and Support. FISCAL IMPACT/FUNDING SOURCE: The District and CVPD have been partners in the SRO program for many years. The annual cost to the District was $715,326 for the 2022-23 school year for four Police Officers and 50% of the services of one Police Agent. The cost to the District to continue with the current contract of four Police Officers and 50% of the services of one Police Agent for the 2023-24 school year will be $764,647, which is an increase of $49,321. The CVPD funds the cost of the SRO Sergeant, who supervises the SRO program. The District allocates a portion of the costs to the Charter schools. Costs for the SRO program will be paid from the General Fund and the five dependent Charter Schools located in the City of Chula Vista. STAFF RECOMMENDATION: Recommend approval of four Police Officers and 50% of the services of one Police Agent. Page 2 of 2 Agenda Item 13.A. August 9, 2023 Page 148 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Agreement: Approve an Agreement with ThirdWave Corporation for the Development of an Information Technology Master Plan Report Number: 23-0210 Location: No specific geographic location Department: Information Technology Services Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Adopt a resolution waiving the City’s formal competitive bid requirement and authorizing the City Manager to enter into an agreement with ThirdWave Corporation to establish technical and professional services in support of plan development for the City. SUMMARY In early 2023, the IT Services Department identified the need to develop a master plan for improvement and security of its information network. Informal research was conducted by leveraging resources available through the Municipal Information Systems Association of California (MISAC). Department personnel identified three vendors (Plante Moran, SDIPresence, ThirdWave) who had provided exceptional strategic planning for other California municipalities, and subsequently engaged in informal discussions with each to assess their capabilities. Services proposals were received from each vendor and, based on demonstrated performance and professional capabilities, the ThirdWave Corporation proposal best answered City requirements. It was determined that based on the quality of the proposed services, and the cost ($81,000) and risk associated with delay of plan development, IT Services recommends waiving the City’s selection process for professional services pursuant to CVMC 2.56.070.B.3 City Council Waiver, and acceptance of the ThirdWave proposal. Page 149 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 In accordance with CFR Part 200 §200.320 Methods of Procurement and Title 48 CFR part 2, subpart 2.1 this award complies with the Federal Acquisition Regulations threshold for a Simplified Acquisition which is $10,000 - $250,000 and allows for an informal procurement method. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has 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 required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The dynamic nature of the Information Technology industry has resulted in the identification of obsolescence and compatibility issues within the City of Chula Vista’s information systems which support core business functions, processes, and service delivery. Rather than adopt a piecemeal approach to updating that those systems, IT Services has determined that development of a master plan which describes system development over a 3-5 year period is most advantageous. This approach has been applied by a number of other California municipalities, with good results. Working with resources available through the Municipal Information Systems Association of California (MISAC), IT Services was able to view strategic plans developed for the Cities of Berkeley and S ausalito, among others. These successful plans also led to identification of ThirdWave Corporation, and Plante Moran and SDIPresence Consultants as candidate firms to conduct this work. On further analysis and based on sterling recommendations from several clients and a success record spanning 35 years, ThirdWave emerged as an industry leader in this sector. Their unique, patented Rapid Workflow methodology further sets them apart from their competitors, as does their advertised 98.2% plan adoption and f unding. Effusive client praise for the direct, continued involvement of a Project Manager with more than 35 years of industry experience offers further rationale for this choice. 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 Title 2, section 18702.2(a)(11), is not applicable to this decision for purposes of determining a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware and has not been informed by any City Council member, of any other fact that may constitute a basis for a decision maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT The current year fiscal impact of accepting the ThirdWave proposal is $81,000. All costs related to development of the Information Technology Master Plan will be funded by American Rescue Plan Act (ARPA) funds, consistent with the ARPA Spending Plan approved July 25, 2023. Page 150 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 ONGOING FISCAL IMPACT The cost of the Information Technology Master Plan is a one-time cost. There is no ongoing financial commitments related to the development of the Master Plan. Any recommendations resulting from the Master Plan that require funding will be considered as part of the annual budget or as a mid-year request for Council consideration. ATTACHMENTS 1. ThirdWave Proposal Staff Contacts: Supriya Bade, IT Services Project Manager; Dave Bean, IT Services Management Analyst Page 151 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA WAIVING THE FORMAL COMPETITIVE BID PROCESS AND AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH THIRDWAVE CORPORATION FOR AN INFORMATION TECHNOLOGY MASTER PLAN WHEREAS, in January 2023, the City IT Services Department identified the need to develop a master plan for improvement and security of its information network; and WHEREAS, the City IT Services Department conducted informal research by leveraging resources available through the Municipal Information Systems Association of California (MISAC); and WHEREAS, the City IT Services staff received 3 proposals from Plante Moran, SDIPresence, ThirdWave Corporation, as a result of an informal procurement process, and the ThirdWave Corporation proposal best answered City requirements; and WHEREAS, Based on the quality of the proposed services, their competitive pricing, and the risk associated with delay of plan development, City staff recommends waiving the City’s selection process for professional services in Chula Vista Municipal Code (“CVMC”) section 2.56.110.C. and, pursuant to CVMC 2.56.110.H.2., the Purchasing Agent has determined that the City’s interest would be materially better served by waiving the procedures and utilizing the alternative purchasing procedures utilized to select ThirdWave Corporation ; and WHEREAS, in accordance with CFR Part 200 §200.320 Methods of Procurement and Title 48 CFR part 2, subpart 2.1 this award complies with the Federal Acquisition Regulations threshold for a Simplified Acquisition which is $10,000 - $250,000 and allows for an informal procurement method; and WHEREAS, staff recommends awarding a contract to ThirdWave Corporation to provide information technology master plan. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it waives the City’s selection process pursuant to CVMC 2.56.110(H)(2) as impractical, as determined by the Purchasing Agent. BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it authorizes the City Manager to enter into an Agreement for an information technology master plan between the City and ThirdWave Corporation with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk. Page 152 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Presented by Approved as to form by Jose Cisneros Jill D.S. Maland Director of Information Technology Services Lounsbery Ferguson Altona & Peak Acting City Attorney Page 153 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda ThirdWave Corporation Information Systems Intelligently Applied 12100 Wilshire Blvd. Suite 800 Los Angeles, CA 90025 www.ThirdWaveCorp.com 310.804.7565 Proposal for City of Chula Vista Information Technology Strategic Plan & Roadmap January 24, 2023 Thought Leadership, Exceptional Performance & Results since 1987 35 ThirdWave YEARS Rapid Workflow® Problems, Impacts, Solutions, Benefits $ Page 154 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda ThirdWave ThirdWave Corporation Information Systems Intelligently Applied SM 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 35 YEARS Thought Leadership, Exceptional Performance & Results since 1987 January 24, 2023 Jose Cisneros IT Director City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 jcisneros@chulavistaca.gov Subject: ThirdWave Proposal Reference: City of Chula Vista Information Technology Strategic Plan telephone conversation on January 18, 2023 Dear Mr. Cisneros, It was a pleasure speaking with you and your staff on January 18 regarding your IT organization and the City’s Information System’s needs. Per your request, ThirdWave is pleased to submit this professional services proposal to produce an Information Technology Strategic Plan (ITSP). This proposal represents a supremely qualified firm offering the following: A nationally recognized firm specializing in Information Technology Strategic Plans (ITSPs) for the public sector, e.g., 15% of all cities in California have retained ThirdWave to produce their ITSPs. These include 6 of the largest 10 cities in the state and 7 of the 11 largest cities in the US. Our vast body of work spans 35 years for small, medium and large cities (e.g., Austin, Berkeley, Pasadena, Sacramento, San Jose, Los Angeles, Las Vegas; the Counties of Galveston and Fort Bend, TX, Stanislaus and Orange, CA, Missoula, MT; State agencies such as CalSTRS, DOIT, DEQ, MT; and federal agencies such as NOAA, MD). We have carried out 170 (one-hundred and sixty-eight) government ITSPs in 27 states, from Alaska to New York and Calgary, Canada to Galveston, Texas. IT Strategic Planning thought leadership and innovation. ThirdWave is the only firm in the US with an ITSP methodology rigorous enough to be patented: Rapid Workflow ®1. Our ITSPs focus on management, operational and technology needs as performance parameters, and are consistently recognized as comprehensive, thorough and exceptional by our clients. We employ a combination of interviews, focus groups, online surveys, and business process mapping workshops to produce strategic functional and technical requirements, aligned with our client’s vision and strategies. A long and consistent track record producing ITSPs that get adopted and funded. Exceedingly rare in the IT industry, 98.2% of the ITSPs we have produced (167 out of 170) have been approved, funded and implemented. This is unequaled by any firm in the US IT industry. This has resulted in business process improvement, increased operational efficiencies, and enhanced service delivery. An expert team member to address the risk assessment and detailed review of potential cybersecurity threats: Altius IT (Subcontractor). Although ThirdWave can carry out high level cyber security assessments, in response to the City’s interest for a cyber assessment, we have teamed with our strategic partner Altius, who offers a full range of asset protection, security audit, and risk management services. Founded in 1993, Altius Information Technologies, Inc. is a California Corporation. Over 1,000 organizations have relied on their expertise to help develop and implement strategies to reduce risks. Disciplined, robust PMBOKTM Project Management with a track record of 98% project completion on or under schedule/budget: The proposed ThirdWave Project Manager, Roy Hernandez, has 35 years of experience managing approximately three-hundred (300) successful enterprise local government IT projects, many multi-million dollars in size. He is the author of the book, PMBOK™ Project Management Essentials for Successful Project Delivery, and has taught the PMI PMBOK methodology to our clients for 22 years . 1. ThirdWave Rapid Workflow Process Modeling® - Patent Registration No. 2,873,704 with the US Patent and Trademark Office, also a registered trademark of ThirdWave Corporation in the United States and other countries. Page 155 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda ThirdWave ThirdWave Corporation Information Systems Intelligently Applied SM 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 35 YEARS Thought Leadership, Exceptional Performance & Results since 1987 January 24, 2023 Jose Cisneros IT Director City of Chula Vista Subject: ThirdWave Proposal Reference: City of Chula Vista Information Technology Strategic Plan & Roadmap A viable firm with expertise in all government Information technologies and IT Operations. We have expertise with a broad range of IT, e.g., networking/communications infrastructure, security, hardware, Enterprise Applications (Finance, HR), departmental applications (GIS, Asset Management,, etc.) and have received national/international AIIM awards for Enterprise Content Management System implementation projects over $1,000,000. ThirdWave is also an expert with E-Government applications. Our ITSPs provide pragmatic, actionable recommendations, detailed budget estimates supported by a compelling business case. A well thought out and detailed project work plan and reasonable timeline: We have developed a detailed statement of work and MS Project Schedule. The workplan and schedule clearly illustrate all project phases, tasks, subtasks, corresponding deliverables, and start/end dates. It also indicates tasks where City staff will review/comment on deliverables, a built-in quality control mechanism to ensure resource allocation planning and desired outcomes. A firm who represents the best interest of our clients: ThirdWave is a completely objective and independent consulting firm. We do not sell anything or have relationships of any type with any hardware, software or hosting vendors. We represent the best interest of our clients – not computer vendors. A project team with peerless credentials, experience and professional qualifications. The proposed project team is made up of a seasoned technical professionals who will perform the work for the entire duration of the project. The person whose signature appears on this proposal is authorized to bind our firm into contractual agreements and is the person questions or correspondence should be directed to. The proposal and cost schedule shall be valid and binding for ninety (90) days following the date of this document and will become part of the contract that is negotiated and executed. ThirdWave is an expert and leading ITSP advisory firm in the US, with an unrivaled industry reputation. We offer demonstrated competence, professional qualifications, and most importantly, a proven award-winning capability. As the City moves forward with this important project, our firm is poised and ready to deliver. We look forward to providing the same level of success to the City of Chula Vista as we have done for our other 170 IT Strategic Planning customers. We anxiously await the opportunity to address any questions you may have in a shortlist interview. Thank you! Sincerely, Roy Hernandez President / CEO Roy.hernandez@thirdwavecorp.com Page 156 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 i ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Table of Contents Transmittal Letter Section 1 Vendor Information ........................................................................................... 1 1.1 Company Overview ................................................................................ 1 Figure 1.1.1: ThirdWave Areas of Expertise and Core Competencies ... 2 Figure 1.1.2: ThirdWave’s Project National Presence ............................ 2 1.2 Only Patented Government Strategic Planning Methodology ............ 3 Figure 1.2.1: Rapid Workflow Process Modeling®: Patent Registration No. 2,873,704, US Patent and Trademark Office .............. 3 Figure 1.2.2: ThirdWave’s Thought Leadership Qualifications ............... 4 Section 2 Proposal ............................................................................................................. 5 2.1 Approach & Methodology ..................................................................... 5 Figure 2.1.1: ThirdWave’s Triangulation Framework© 1989 ...................... 6 Figure 2.1.2: ThirdWave Waterfall Best Practice ITSP Approach ........... 7 A. Management Interviews .............................................. 7 B. Information Technology Focus Groups ....................... 8 C. Online Surveys............................................................ 8 D. Patented Business Process Analysis .......................... 8 2.2 Work Plan ............................................................................................... 9 Phase 0 Project Management ....................................... 9 Phase 1 Discovery ...................................................... 10 Phase 2 Assessment ................................................... 14 Phase 3 IT Strategic Plan & Roadmap ........................ 20 2.3 Project Schedule .................................................................................. 24 Figure 2.3.1: Preliminary Project Schedule .......................................... 25 2.4 Altius Information Technologies, Inc. (Subcontractor ) .................... 27 2.4.1 Company Background ................................................................ 27 2.4.2 Nationally Recognized Leadership ............................................. 27 2.4.3 Expert Authority .......................................................................... 27 2.4.4 Product & Services ..................................................................... 27 Figure 2.4.4.1: Altius IT’s Safeguards ................................................... 28 Figure 2.4.4.2: Cyber Security Certifications ......................................... 28 Section 3 Team Qualifications & Resumes .................................................................... 29 3.1 ThirdWave Team of ITSP Experts ....................................................... 29 Figure 3.1.1: Project Organization Chart .............................................. 29 Figure 3.1.2: Key Project Staff Experience & Expertise ....................... 30 3.2 Resumes ............................................................................................... 32 3.2.1 Resumes of Key Staff ............................................................................ 32 Page 157 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 ii ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Section 4 Cost Proposal .................................................................................................. 53 4.1 Fixed Fee Cost Proposal ..................................................................... 53 Figure 4.1.1: Cost Summary ................................................................ 53 4.2 Detailed Payment Schedule ................................................................ 54 Figure 4.2.1: Detailed Payment Schedule ............................................ 54 Section 5 References ....................................................................................................... 56 5.1 Specialist in Government IT Strategic Planning ................................ 56 Figure 5.1.1: Partial List of Government ITSP Projects ........................ 57 5.2 Client References................................................................................. 58 5.2.1 City of Ventura: Information Technology Strategic Plan & Roadmap ...... 58 5.2.2 City of Berkeley: Digital Strategic Plan & Roadmap ............................... 59 5.2.3 Golden Gate Bridge Highway & Transportation District: IS Strategic Plan & Roadmap .................................................................................... 60 5.2.4 City of Costa Mesa: IT Strategic Plan & Roadmap ................................. 62 5.2.5 City of Pasadena: Digital Strategic Plan & Roadmap and Refresh ......... 63 5.2.6 City of Sacramento: Digital Strategic Plan & Roadmap and Refresh ...... 65 Section 6 Attachments .................................................................................................... 68 6.1 Sample Documentation ....................................................................... 68 Figure 6.1.1: Staff Rating of Overall Condition of Information Systems ....................................................................... 69 Figure 6.1.2: Staff Rating of Most Needed IT Improvements ............. 69 Figure 6.1.3: Staff Rating of Important for Website to Provide Online Services ............................................................ 70 Figure 6.1.4: IT Staff Focus Group Problem Statement Dashboard .. 70 Figure 6.1.5: Management Interview Data: IT Staffing, Training & Budget Ratings ............................................................ 71 Figure 6.1.6: Management Team Technology Challenges ................ 72 Figure 6.1.7: Rating of Emerging Technologies ................................ 73 Figure 6.1.8: IT Staffing, Knowledge and Resources Allocation ........ 74 Figure 6.1.9: Sample Rapid Workflow® As-Is Business Process Map ................................................................ 75 Figure 6.1.10: Sample City of Costa Mesa ITSP Table of Contents .... 78 Figure 6.1.11: ITSP Roadmap 5 Year Estimated Investment .............. 82 Figure 6.1.12: Sample 5 Year ITSP Roadmap .................................... 83 Figure 6.1.13: Sample Summary of Projected ITSP 5-Year Investment for Elected Officials .................................... 84 Page 158 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 1 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 1.1 Company Overview ThirdWave is a privately held California Corporation established in 1987, headquartered in Los Angeles (www.ThirdWaveCorp.com). ThirdWave has always been, and continues to be, a profitable and debt-free company. In the past, we have had offices in Los Angeles, San Jose, Las Vegas, and Tampa. The Los Angeles office has been our headquarters for 35 years. The principals of the firm are Roy Hernandez, President and Sergio Hernandez, Executive Vice President. ThirdWave Corporation is a full-service Management Advisory/Systems Integration firm providing a broad range of professional and technical services. Our mission is to address a need with expertise, optimize the effective use of computer tools, and work with end users to ensure success. We offer a breadth and depth of expertise in several core competencies, and lessons learned from working with approximately 300 government agencies. Our firm’s extraordinary track record of accomplishment is attributed to our passionate commitment to the success of our clients, professional integrity, and technical excellence. Consequently, we have received numerous clients, national, and international industry recognition awards. Working in S.W.A.T-team fashion, our staff members have established a track record for achieving extraordinary results in record time. Our company motto is as pragmatic as our philosophy: "No excuses, just results!" The figure on the following page provides a list of the professional services we provide. Section 1 Vendor Information ThirdWave’s Los Angeles Office Page 159 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 2 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 1.1.1: ThirdWave Areas of Expertise and Core Competencies Rapid Workflow® Business/IT Strategic Plans Enterprise Resource Planning Business Process Improvement Rapid Workflow® Mentoring Rapid Workflow® Certification Training Rapid Workflow® Licensing Enterprise IT Strategic Plans Cost/Benefit Analysis Project Management Office Enterprise Architecture Standards and Best Practices Legacy ERP Assessments ERP Process Mapping ERP Requirements Definition ERP RFP & Procurements ERP Project Implementations Procurement Services Project Management Office Enterprise Content Management Requirements Definition Functional & Technical Specs RFP Development Solicitation Process Facilitation Contract Negotiation Project Specification & Planning Resource Allocation Planning PMBOK Project Management Vendor Management Contract Administration Award Winning ECMS Strategic Planning & Deployment ECMS Application Development Automated Workflow, e-Forms, e-Signatures, App. Integration Web/e-Government Services Development Services GIS Services E-Government Strategic Plans Web Service Delivery Apps E-Commerce Applications Website/ASP Development Software/DB Development Languages: AJAX, VB, .NET, C#, C++, Java, J2EE, VB, SQL DB: Oracle, SQL Server, Access, MySQL, DB2 GIS Consulting GIS Strategic Planning Web-enabled GIS Apps GIS Integration GIS Staff Outsourcing ThirdWave has carried out IT projects for transportation, city, county, state and federal clients in 27 states of the U.S., as illustrated in the figure below. Figure 1.1.2: ThirdWave’s Project National Presence Page 160 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 3 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 1.2 Only Patented Government Strategic Planning Methodology ThirdWave’s President/CEO is the inventor of the only patented government strategic planning methodology in the US/world: Rapid Workflow Process Modeling®. Rapid Workflow® is a structured methodology to identify business process, procedural, operational, and Information Technology improvement opportunities. The Patent is shown below. Figure 1.2.1: Rapid Workflow Process Modeling®: Patent Registration No. 2,873,704, US Patent and Trademark Office process mapping patent. The figure in the following page illustrates examples of ThirdWave thought leadership and innovations in the IT space. Page 161 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 4 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 1.2.2: ThirdWave’s Thought Leadership Qualifications Unique Qualifications Experience & Expertise ThirdWave Corp Other Vendors Professional Thought Leadership & Methodology There is only one firm in the US with a rigorous and patented requirement gathering/strategic planning methodology specifically designed for government: ThirdWave Corp. (The Six Sigma patent is for product design and Lean is for manufacturing processes.) Experts in Government IT Strategic Plans & Roadmaps With 167 successful IT Strategic Plans carried out, we are one of the premier IT Strategic Planning experts in the US. We are specialists in developing custom-tailored IT roadmaps for local, county, state and federal agencies, e.g., 70 cities in California: Los Angeles, San Francisco, Palo Alto, Sacramento, San Jose and every City in Silicon Valley, Berkeley, Pasadena, Long Beach, other states: Austin, Galveston, Fort Bend, and Philadelphia, and States of California, Montana, and federal agencies such as NOAA. Corporate Viability & Nationally Recognized Expertise ThirdWave is a viable business providing IT Strategic Planning services to government for 35 years. Our projects have produced business process improvement, lower operating costs, and enhanced customer service; in short - transformational change, for more than three decades. Strategic & Trusted Partner Due to our performance, ThirdWave has become a strategic and trusted partner to our clients. After we deliver IT Strategic Plans our clients routinely retain ThirdWave to provide additional professional services: IT classification studies, RFP development, solicitation facilitation, act as Project Manager on ITSP initiative implementations, etc. We have 10 – 20-year relationships with many of our clients performing multiple projects of various types. Unequaled Body of Work with Business Process Mapping ThirdWave has held 4,300 As-Is/To-Be Rapid Workflow® workshops to articulate the unique IT needs of each department for small and large cities, counties, states and federal agencies in 27 states and Canada. The data from this gap analysis method informs the IT Strategic Plan with responsive and actionable recommendations. (See 80 customer testimonials on Rapid Workflow® on our website.) Unsurpassed Thought Leadership in IT Strategic Planning ThirdWave is a leader in the US based on the number and size of cities that have retained us: 15% of all cities in California 7 of the 10 largest cities in California 7 of 11 largest cities in the US 1 167 1989 15, 7, 7 4,300 35 Page 162 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 5 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 2.1 Approach & Methodology Our understanding of the City’s ITSP project is based on 35 years of specialization providing IT Strategic Plans and Roadmaps for 170 (one hundred and seventy) city, county, state and federal agencies throughout the US and Canada. ThirdWave will employ a comprehensive, patented approach relying on the collection, assessment and synthesis of various data sets. Our methodology encompasses a comprehensive evaluation of current IT services and IT organizational structure and resources relative to supporting core business functions, processes and systems. Our ITSP projects adhere to the following critical success factors: Employ a comprehensive enterprise discovery, requirements definition and recommendations methodology addressing management, operational and technology needs to support core business functions, business processes, and extraordinary service delivery. Use a participatory process to engage stakeholders, foster buy-in and build consensus. Identify emerging strategic technologies to effectively support business process improvement, foster customer access and transparency, and enhanced service delivery, while improving internal operating efficiencies. Build a compelling business case to ensure technically viable and financially sound investments in IT initiatives funded by executive management and elected officials. Section 2 Proposal Page 163 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 6 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F ThirdWave’s ITSP method ensures that all customer concerns are addressed by employing a highly effective Strategic Planning Triangulation Framework© to articulate a comprehensive business/IT strategy. A contemporary metaphor is Global Positioning Systems using bearings from three satellites in space to calculate a precise location on earth. Our approach triangulates on all key facets of the organization, and its community, to get a crisp definition of requirements to produce responsive strategic enterprise actionable recommendations. Figure 2.1.1: ThirdWave’s Triangulation Framework © 1989 Management: Address business unit missions, business architecture, governance structure, management policies, strategic planning, fiscal/staff resource allocation, and meeting community needs. Operational: Address streamlined business processes, methods and procedures, and service delivery tools required by staff to provide extraordinary services. Technology: Address strategic Information Technologies with the appropriate architecture, IT organizational structure, staffing, knowledge, skills and abilities, standards and best practices. Triangulation: Triangulation refers to a technique where two or more research methods are employed. It refers to multimethod research in which quantitative and qualitative analytical methods are combined to provide a more complete set of findings than could be arrived by the application of one method alone. The term implies the validation of findings by cross-checking one perspective with another . Additionally, ThirdWave borrows principles from several leading best practices: S. Spewak’s Enterprise Architecture Planning method, the Zachman Framework and TOGAF. These methodologies all share a common thread: they focus on business requirements as the primary determinants of ITSP initiatives. This is why our patented Rapid Workflow® methodology is a critical component of our ITSP methodology – and the key to the success of all ITSP and Implementation Roadmaps we have produced. Page 164 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 7 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 2.1.2: ThirdWave Waterfall Best Practice ITSP Approach ThirdWave’s ITSP methodology has been recognized as one of the most comprehensive and successful in the IT industry. Our approach is based on a proven methodology: a thorough assessment of business/services delivery needs as the precursors of a responsive ITSP, a participatory process to build stakeholder consensus and management support, supported by a compelling business case. This is why our patented ITSP methodology is the most successful in the US as measured by adoption and funding. The following pages provide brief descriptions of specific activities in our approach. A. Management Interviews Management interviews gather business data from the management perspective, which is different than operating and IT staff. (This is the Management piece of the Triangulation Framework.) Management interviews focus on solutioning current/projected business and service delivery challenges and the most significant business challenges facing each department for the next three to five years. This helps build management consensus and support for the ITSP and ultimately-- funding of the ITSP. Data driven method from previous tasks informs the next phase/task, and ultimately, the IT Strategy. Page 165 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 8 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F B. Information Technology Focus Groups IT Focus Groups are carried out to gather technology data from IT staff/management who are familiar with the organization’s systems, issues and opportunities. The focus is getting a first- hand description of specific technology challenges. IT Focus Groups explore developing, implementing, and maintaining high- quality business enabling technology solutions that provide secure, reliable and timely collection, storage and access to information. The IT Focus Groups address four significant areas: Infrastructure: Networking/Communications Hardware: Data Center, Hardware, Peripherals Software: Departmental, Enterprise, Web-enabled Applications & Databases Sustainability: Staff Skills, Knowledge & Abilities, Policies & Practices Operations Maintenance, Cyber Security, Disaster Recovery and Help Desk This is the Technology piece of the Triangulation Framework. C. Online Surveys One of the critical success factors of an ITSP is to gather input from as many stakeholders as possible, i.e., internal and external IT customers. An efficient, cost-effective method to accomplish this is to use easy-to-use custom tailored online surveys. ThirdWave will use online surveys designed to address requirements from all staff and management. The benefit of online surveys is that they allow all stakeholders to become engaged without having to personally meet with them, saving considerable amount of time and containing project costs. D. Patented Business Process Analysis ThirdWave’s patented Rapid Workflow® methodology is employed to carry out business process analysis of core business functions to identify operational and service delivery needs – and the technologies to effectively support them. Rapid Workflow® is a structured gap analysis methodology used to identify strategic Information Technology opportunities through business process analysis and solution development. It uses structured business process mapping workshops to produce functional and technical requirements. Rapid Workflow® provides the synthesis of optimized business practices with responsive IT solutions. Page 166 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 9 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 2.2 Work Plan The following pages describe the project work plan for executing the City’s ITSP. Most tasks/subtasks in the following work plan will produce a deliverable, e.g., a workshop, meeting, document, presentation, etc. On tasks where the deliverable is a document, ThirdWave will provide an electronic copy either in MS Word, Excel spreadsheet, PDF, or as specified by City. Some key draft deliverables will be provided to the City Project Manager for review and comment by appropriate staff. City review and comment subtasks are denoted with the prefix “City.” Obtaining City’s review and comments on key deliverables is a risk management and quality control technique that will ensure the desired results are obtained. The following provides a description of the proposed scope of work and project deliverables, which will generally be provided virtually. PHASE 0 PROJECT MANAGEMENT Task 0.1 Project Kick-off Meeting This task will entail holding a project kickoff meeting with City and ThirdWave’s Project Team. A PowerPoint presentation will be produced to review the project goals and objectives. We will walk through the project plan, deliverables, and project schedule, ThirdWave/City responsibilities, and the PMBOKTM project management protocol to ensure desired outcomes and a successful IT Strategic Plan. Assumptions: 1. All department heads and IT staff will attend the kick-off meeting. It is important that key stakeholders receive an overview of the project. 2. If possible, the project’s executive sponsor should initiate this meeting, along with the City Project Manager, to underscore the importance of the project. 3. This meeting will last an hour. Deliverable 0.1: Project Kick-off Meeting Task 0.2 Ongoing Weekly Meetings This task will entail holding weekly meetings to plan and coordinate of project tasks between the City and ThirdWave Project Managers. Deliverable 0.2: Project Coordination Task 0.3 Monthly Status Reports This task will entail providing written monthly progress reports to City’s Project Manager outlining the status of the project. Monthly Status Reports will include: Description of progress made during the reporting period Deliverables completed and delivered during the reporting period Outstanding issues and recommendations for resolution (if any) Page 167 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 10 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Scope, cost and schedule integrity status Deliverable 0.3: Monthly Status Reports PHASE 1 DISCOVERY Task 1.1 Review Existing Documentation This task entails reviewing existing documents related to City Information Systems to establish a baseline understanding of the technology environment. Documents will include the review of the following: City Budget IT and City Org charts and classifications Previous IT Strategic Plans (if any) Assumptions: Reference documents will be provided to ThirdWave on the same day as the Project Kick-off Meeting or within the first week of the project. This task will not produce a deliverable. Deliverable 1.1: Review Existing Documents Task 1.2 IT Systems Inventory This task will entail developing an IT Systems inventory spreadsheet and providing it to the City Project Manager for data collection by appropriate City IT staff. The City may already have an inventory of systems; however, this spreadsheet is specifically structured to work with ThirdWave’s strategic planning methodology. The survey will contain: Technology Type, Manufacturer, infrastructure, hardware, peripherals, software and purchase dates (if known), which will be referenced in subsequent tasks. Deliverable 1.2: App. Portfolio & Systems Inventory Spreadsheet City 1.2 Fille Out IT Inventory Spreadsheet This task will entail the City’s Project Manager providing the IT Inventory spreadsheet to appropriate staff to be filed out. Unless otherwise agreed, this will be done in two weeks. Deliverable 1.2: Application Portfolio & Systems Inventory Task 1.3 Online Community Survey Task 1.3.1 Develop & Provide Online Community Survey This task will entail developing and posting an online survey for the City’s constituents (residents, businesses and visitors). The public online survey will provide the public the opportunity to provide input on the City’s: Services, service delivery, and the customer experience Website content and user friendliness Online service delivery Page 168 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 11 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F The information gathered will be useful for the City’s planned IT initiatives. ThirdWave will work with the Project Manager and IT Director to finalize the online survey questions to ensure it is custom-tailored to the City. ThirdWave will use SurveyMonkeyTM for the online survey. Assumptions: 1. A SurveyMonkeyTM link will be provided to the City’s Project Manager. 2. A link will be prominently placed on the City’s website homepage encouraging all City staff to take the survey. 3. The online survey will collect data for two (2) weeks. Deliverable 1.3.1: Online Staff Survey City 1.3.1 Post Online Survey This task will entail the City’s Project Manager providing the survey to the appropriate City IT staff, so that they can post it on the City’s Website. Unless otherwise agreed, the online survey will collect data for the time specified in the MS Project Schedule. City Deliverable 1.6.1: Public Response to ITSP Survey Task 1.3.2 Compile Public Online Survey Data This task will entail compiling the data collected in the online survey and producing a summary of findings. This information will be referenced in subsequent project tasks. Deliverable 1.3.2: Customer Survey Findings Task 1.4 IT Focus Groups Task 1.4.1 Hold IT Focus Groups This task will entail holding four 2-hour focus groups with the IT manager and staff to gather data related to the state and challenges with existing information systems. This task will also use IT industry standards to perform risk assessment and gap analysis of the City IT organization, its service delivery model, and requirements to enhance both. The workshops will address the following: 1. Infrastructure Network Infrastructure and wireless, review the network design for systems and data safeguards against a catastrophic event or security breach Voice and Data Telecommunications Network/Cyber Security 2. Hardware Servers and Server virtualization Storage and Backups Desktop/Laptops Mobile Devices: Smart Phones, Laptops, Tablets Peripherals: Copiers, Scanners, Multi-function 3. Application/Database Software Databases Application Software portfolio Enterprise Software Department Software Web Enabled Applications Application Integration Page 169 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 12 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 4. Best Practices IT Governance Requirements Definition Project Planning & Procurement Project Management System Administration Change Management Policies and Procedures Business Continuity and Disaster Recovery Help Desk: system and ticketing process The workshops will be facilitated in a focus group format with IT staff responsible for each of the topics covered. The following data will be collected for each of sessions listed above: Challenges: anything inhibiting the effective operation, support and/or maintenance of City information systems Impacts: to the operating effectiveness of the IT organization Solutions: for each respective issue, i.e., technology, process or policy Benefits: of implementing the proposed solutions identified in each focus group A summary of workshop findings will be produced and provided to the City for IT staff’s review and comments. The data collected will be used to inform the ITSP in Phase 3. Assumptions: 1. Participants will be highly knowledgeable and experienced in the technologies being addressed. 2. More than one person will participate in each focus group. Deliverable 1.4.1: Hold IT Focus Groups City 1.4.1 Review & Comment This task will entail the City reviewing the draft deliverable and providing suggested revisions within three days, if applicable. Comments not received within 3 business days from transmittal to the City will be deemed to not have any revisions. Deliverable 1.4.1: Comments Task 1.4.2 IT Focus Group Findings This task will entail incorporating suggested revisions, as applicable. Deliverable 1.4.2: IT Focus Group Findings Page 170 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 13 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Task 1.5 Online Staff Survey Task 1.5.1 Develop & Provide Online Staff Survey This task will entail developing an internal City survey providing staff the opportunity to provide input on the City’s existing and required systems, and the IT organization’s capability to support them. The online staff survey will address: The state of existing information systems Department Information Technology requirements Public Facing Online Self-Service Applications Related IT support capabilities and processes End user training IT Help Desk Most significant service delivery challenge Most significant Information Technology challenge ThirdWave will work with the City’s Project Manager to finalize the online Survey Monkey survey questions to ensure it is custom-tailored to the City. Assumptions: 1. A link will be placed on the City’s Intranet website and a notice will be issued encouraging all teachers to take the survey. 2. A SurveyMonkeyTM link will be provided to the City’s Project Manager. 3. The online survey will collect data for two weeks. Deliverable 1.5.1: Online Staff Survey City 1.5.1 Post & Fill Out Survey This task will entail the City’s Project Manager providing the survey link to post or distribute to City staff. Unless otherwise agreed, the online survey will collect data for two weeks. Deliverable 1.5.1: Staff Take the Survey Task 1.5.2 Compile Staff Survey Data This task will entail compiling the data collected in the online survey and producing a summary of findings. The findings from this deliverable will be referenced and inform Phase 3. Deliverable 1.5.2: Online Staff Survey Findings Page 171 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 14 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F PHASE 2 ASSESSMENT Task 2.1 Management Interviews Task 2.1.1 Hold Management Interviews This task will entail holding thirty (30) minute interviews with department heads to get a management perspective of general organizational, operational and technology challenges facing City departments. Management interviews will gather high level business and service delivery requirements not identified in the IT Focus Groups or Rapid Workflow® business process workshops. Issues to be discussed include: The most significant operational/service delivery challenges in next 3 - 5 years The most significant IT challenges facing the City’s ability to effectively support its mission, i.e., technology, staff training, etc. The need to adopt emerging technologies The adequateness/responsiveness of the IT organization The interview questions will be provided to City’s management team in advance so that they can gather their thoughts and answers prior to the interviews. For the purposes of this proposal, ThirdWave has assumed holding seventeen (17) management interviews with the following: 1. Animal Care .................................. 1 2. City Attorney ................................. 1 3. City Clerk ...................................... 1 4. City Manager ................................. 1 5. Community Services ..................... 1 6. Development Services .................. 1 7. Economic Development ................ 1 8. Engineering ................................... 1 9. Finance ......................................... 1 10. Fire .............................................. 1 11. Human Resources ........................ 1 12. Information Technology ................. 1 13. Library .......................................... 1 14. Parks & Recreation ....................... 1 15. Police .......................................... 1 16. Public Works ................................. 1 17. Sustainability ................................. 1 Total 17 Responses will be documented and provided to department heads for review and editing. Assumptions: 1. City’s Project Manager will be responsible for scheduling the interviews per the MS Project Schedule. Deliverable 2.1.1: Management Interviews Page 172 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 15 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F City 2.1.1 Review & Comment This task will entail the management interviewees reviewing the draft interview notes and providing comments/suggested revisions. Unless otherwise agreed, the review and comments will be provided within 5 business days. Comments not received after 5 business days from transmittal to the City will be deemed to not have any revisions. Deliverable 2.1.1: Comments Task 2.1.2 Incorporate Management Comments This task will entail incorporating the management team’s comments to produce the final management interviews summary deliverable. The findings from this deliverable will be referenced and inform the ITSP Roadmap in Phase 3. Deliverable 2.1.2: Management Requirements Findings Task 2.2 IT Skills Survey Task 2.2.1 Develop & Provide IT Skills Survey This task will entail a review and evaluation of current IT staff knowledge, skills and abilities in a number of IT areas. An IT staff skills survey will be produced and provided to City for IT staff to provide input on their skill sets. The survey will be designed to address the skills of IT staff in the IT organization. The following information will be gathered: Name Classification IT Group IT System Responsibilities Proficiency Areas for each IT Position (to be finalized with the City IT Manager) The task will baseline the knowledge, skills, and abilities of existing IT staff to gauge the ability of the IT organization’s ability to sustain future Information Technologies identified in this project. The data from this task will be used to produce recommendations in Task 3, related to the IT organization, level of staff, and placement of staff to support the future needs of the City. Deliverable 2.2.1: IT Skills Assessment Survey City 2.2.1 Fill Out Survey This task will entail the City Project Manager providing the electronic Excel survey to City IT staff. The online survey will collect data for 5 business days. Deliverable 2.2.1: IT Staff Respond to Survey Task 2.2.2 IT Skills Survey Summary This task will entail compiling the data collected in the IT Skills Survey. This information will be referenced in the recommendations made in Task 3, IT Strategic Plan and Roadmap. Deliverable 2.2.2: Summary of Findings Page 173 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 16 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Task 2.3 Cyber Security Risk Assessment Task 2.3.1 Cyber Security Risk Assessment This task will entail a formal risk assessment beginning by identifying and classifying IT related assets that provide value to the organization. This will be accomplished by providing the City a template to be filled out, providing the following information: Facilities Physical facilities Data centers Physical security systems Important physical assets (off-site storage) Environmental assets (electricity, cooling) Human Resources Intellectual Property Communications Network Infrastructure Network devices Network services Server Storage Network peripheral Software Applications Data Workstations Once the assets have been identified, we will identify threats to the assets. Threats can be unintentional or intentional and may include: Natural threats (acts of God) Accidental or unintentional threats (e.g., worker illness, equipment failure) Intentional threats such as asset theft and asset tampering (e.g., malicious damage, terrorism) One or more specific vulnerabilities will be identified for each threat. Vulnerabilities may be based upon location, employee skill sets, network access controls, network monitoring, etc. Examples of vulnerabilities include lack of employee security related education, user knowledge, security functionality, poor password selection by employees, etc. A risk assessment summary that identifies the process used to identify assets and related risks that have a critical impact on objectives will be produced. Assumptions: 1. These services will be provided virtually. Deliverable 2.3.1: Cyber Security Risk Assessment Page 174 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 17 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Task 2.3.2 Cyber Security Risk Analysis Once assets, threats, and vulnerabilities are identified, this task will evaluate the potential impact or loss on the organization. Examples included the impact on the ability to perform services and meet deadlines. It also includes a negative impact on revenue and other factors such as damage to the City’s image and reputation. Once the threats are identified, the likelihood (probability) of occurrence will be identified for each specific type of vulnerability. The analysis of the vulnerability’s impact on your organization will consider the vulnerability as well as controls that mitigate or reduce the risk. This task will identify Preventive, Detective, and Controls to treat the risks. A summary will identify the impact on the organization, taking into account the asset’s value, specific vulnerability, and probability of the event. Deliverable 2.3.2: Cyber Security Risk Analysis Task 2.3.3 Cyber Security Risk Action Plan This task will entail preparing a risk action plan gap analysis that includes a prioritized summary of recommendations to treat risks identified in the risk assessment and risk analysis tasks. Risk Assessment: identifies assets, threats to the assets, and vulnerabilities that exist as a result of the threats Risk Analysis: – an analysis of vulnerabilities, risk treatment controls and safeguards Deliverable 2.3.3: Cyber Security Risk Action Plan Task 2.4 Business Requirements Definition Task 2.4.1 Hold Rapid Workflow® Workshops This task will entail holding virtual business requirements workshops for key mission critical business processes to identify department and cross functional business/technology requirements. Working with business process stakeholders, as-is business process workshops will review and identify functional and technical requirements and opportunities to streamline/enhance service delivery and improve operational cost effectiveness. The agenda for the workflow sessions will include the following: 1. Produce an as-is business process model, a high-level map of existing business process steps and operational workflows. The process model will include process steps, a brief description of activities, staff, information systems used (applications, platforms, DB, inputs/outputs) and documents/data created, processed and/or stored. 2. Identify problem statements, which will include existing management, operational and/or Information Technology disablers, e.g., business process bottlenecks, inefficiencies, disconnects, or inhibitors to providing superior business performance and/or customer service. Working with subject matter experts, anything that inhibits the efficient and effective execution of a business process will be identified and noted on the process map. Page 175 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 18 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 3. Identify the impacts of each problem, quantitative and qualitative, e.g., duplication of effort, redundant costs, time inefficiencies, document processing delays, system performance, poor customer service, etc. 4. Identify potential solutions, including Networking Communications Infrastructure, Commercial/Public Voice & Data Communication systems, Hardware (servers, workstations, peripherals, mobile devices), Software (office automation, departmental systems, and/or enterprise systems), e-Government (online web-enabled applications), Databases, Systems Integration, Maintenance (Security, Disaster Recovery, and Sustainability (knowledge, skills and abilities, training), outsourcing, etc., as applicable. Other solutions identified will include management policy and operational/business process improvement initiatives. 5. Identify potential benefits, including qualitative and quantitative benefits of the proposed technologies solutions if implemented. Benefits will be identified at several levels as appropriate; e.g., within a section or division for the business process being examined, or the City as a whole. This information will serve as the basis for identifying potential efficiency gains and prioritizing IT initiatives in Phase 3, ITSP Roadmap. Departments No. of Workshops 1. Animal Care ............................................................... 1 2. City Attorney .............................................................. 1 3. City Clerk ................................................................... 1 4. City Manager.............................................................. 1 5. Community Services .................................................. 1 6. Development Services ............................................... 1 7. Economic Development ............................................. 1 8. Engineering ................................................................ 3 9. Finance ...................................................................... 2 10. Fire ............................................................................ 2 11. Human Resources ..................................................... 2 12. Information Technology .............................................. 0 13. Library ........................................................................ 1 14. Parks & Recreation .................................................... 1 15. Police ......................................................................... 2 16. Public Works .............................................................. 3 17. Sustainability .............................................................. 1 Total 24 Assumptions: 1. ThirdWave will work with the City to determine the final department business processes. 2. Workshops will typically last 3 to 4 hours, depending on the complexity of the business process being modeled. Page 176 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 19 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 3. To maximize project resources, and contain the project timeline, the City will schedule two (2) workshops per day Monday through Thursday until all workshops have been completed. Our project schedule assumes 3 weeks for this task. 4. The City Project Manager will start scheduling working sessions after the Management Interviews, per the published MS Project Schedule. 5. Workshop participants will be highly knowledgeable and experienced in the business processes being modeled. There should be sufficient participants in the workshops to address the entire business process. 6. To gather a complete data set, participants will attend the entire workshop. Deliverable 2.4.1: Rapid Workflow® Workshops Task 2.4.2 Document As-Is Rapid Workflow® Process Models This task will include documenting the business, functional, and technical requirements data collected in the workshop, including the following: List of attendees in the Rapid Workflow® session High Level As-Is Business Process Map Problem Statements Impact Statements Solution Statements Benefit Statements The session notes will be provided to the City Project Manager for distribution to participants of each group for review/comments. Deliverable 2.4.2: Draft Rapid Workflow® Process Maps City 2.4.2 Review & Comment This task will entail workshop participants reviewing the draft Rapid Workflow® and providing comments/suggested revisions. Unless otherwise agreed, the review and comments will be provided within the turn-around time specified in the final Project Schedule, i.e., 5 business days. Deliverable 2.4.2: City Comments Task 2.4.3 Final Business Process Requirements This task will entail incorporating the City’s comments to produce the final business process map deliverable. The findings from this deliverable will be referenced in producing the recommendations made in the ITSP Roadmap in Phase 3. Deliverable 2.4.3: Final Rapid Workflow® Workshops Page 177 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 20 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Task 2.5 IT Governance Assessment Task 2.5.1 Hold IT Governance Workshop This task will entail holding a workshop with the City’s leadership team and the IT Director in two parts. Part 1 will evaluate the City’s current Information Technology governance process, related roles and responsibilities, The second part of the workshop will identify the future state IT governance that best meets the City’s needs, including governance process, policies, practices, participants and their associated roles and responsibilities. Deliverable 2.5.1: Hold IT Governance Workshop City 2.5.1 Review & Comment This task will entail the City reviewing the draft deliverable and providing comments and suggested revisions. Comments will be provided within the turn-around time specified in the final Project Schedule. Deliverable 2.5.1: Comments Task 2.5.2 Final IT Governance Findings This task will entail incorporating the City’s comments to produce the final IT Governance deliverable. The data collected in this deliverable will inform Task 3 Information Technology Strategic Plan. Deliverable 2.5.2: IT Governance Recommendations PHASE 3 IT STRATEGIC PLAN & ROADMAP Task 3.1 Information Technology Strategic Plan Task 3.1.1 Draft ITSP Findings & Recommendations This task will entail producing a 5-year IT Strategic Plan. The following provides a typical table of contents from an ITSP; however, the final ITSP will be custom tailored to the specific and unique needs of the City, as applicable: Executive Summary 1. Introduction and Methodology 1. Goals & Objectives 2. ITSP Vision 2. Assessment 2.1 Management Interviews 2.2 IT Staff Focus Group 2.3 IT Staff Skills Survey 2.4 Staff Online Survey 2.5 Rapid Workflow® Business Process Workshops 2.6 Leading Technology Initiatives Page 178 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 21 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 3. Recommendations 3.1 Technology Recommendations Infrastructure Network Infrastructure Telecommunication Infrastructure Data Center(s) Hardware Servers: Application, database and web servers Computers: desktops, laptops Mobile devices Peripherals Application/Database Software Department Software Enterprise Software: Finance, HR, GIS, ECMS Website & E-Government: Online Service delivery Integrated Systems Cyber Security Risks Cyber Security Risk Management 3.2 Operational Recommendations System Administration Policies and Procedures Business Process Improvement Business Continuity and Disaster Recovery Cyber Security Help Desk & Reporting 3.3 Management Recommendations Staffing and Organizational Structure Staff Levels Skill Levels (KSAs) IT Staff Training Organizational Structure Succession Plan IT Governance Best Practices Project Management Best Practices Change Management Best Practices Assumptions: 1. This draft deliverable will be transmitted in MS Word for the City’s review and comments using Track Changes. Deliverable 3.1.1: Draft IT Strategic Plan City 3.1.1 Review & Comment This task will entail the City reviewing the draft deliverable and providing comments and suggested revisions. Unless otherwise agreed, the review and comments will be provided within the turn-around time specified in the final Project Schedule, i.e., 10 business days. Deliverable 3.1.1: City Comments Page 179 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 22 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Task 3.1.2 Final IT Strategic Plan This task will entail incorporating the City’s comments to produce the final ITSP report. ITSP initiatives identified in this deliverable will form the basis for developing the final ITSP Roadmap. Assumptions: 1. The final ITSP will be provided in MS Word and PDF files. Deliverable 3.1.2: IT Strategic Plan Task 3.2 ITSP Initiative Prioritization Task 3.2.1 ITSP Initiative Prioritization The task will entail running the ITSP initiatives identified in previous task through a prioritization model, which includes a range of weighted performance parameters aligned with the City’s business strategy, business objectives, and tangible internal/public benefits. This is an iterative process: ThirdWave will do the first cut and do the second cut with the City’s Project Manager via an online Zoom working session. A final cut will be produced after the budget estimate has been completed. Typical prioritization criteria used by ThirdWave includes the following, although these can be modified if the City desires: Prioritization Criteria 1. Times identified in the ITSP project (Rapid Workflow® workshops, survey, focus groups and management interviews) 2. Improved Customer Services 3. Cost Savings/Cost Avoidance 4. Business Process Improvement 5. Potential revenue generation Deliverable 3.2.1: ITSP Initiative Prioritization Task 3.3 ITSP Roadmap Task 3.3.1 Draft ITSP Roadmap This task will entail articulating the overall business and technology implementation roadmap that is technologically strategic, financially responsible, and sustainable. The document will contain a 5-year plan for implementing a prioritized list of ITSP initiatives, including the acquisition and implementation of strategic business technologies and/or professional services. The ITSP will provide recommendations for short-term transitions as well as long-term strategic direction. The previous task (the ITSP) will articulate the “what”, this task will articulate “when” ITSP initiatives will be deployed and a rough order of magnitude budget estimates. The ITSP Implementation Roadmap will address the following: Prioritized ITSP Initiatives ITSP 5-Year Budget Estimate by year (total cost of ownerships of one-time professional services costs, one-time systems costs, one-time software costs and ongoing software maintenance costs) ITSP Implementation Timeline Page 180 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 23 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F ITSP Benefits The Draft ITSP Implementation Roadmap will be provided to the City for review and comments. Assumptions: 1. ThirdWave will work with the City to identify quantity assumptions. 2. Gross Suggested Retail Pricing will be used for all costs, unless systems costs relate to existing systems where the City has existing relationships/contracts with vendors, in which case existing pricing structures will be used. 3. This task will produce high level rough order of magnitude budget estimates, not price quotes. 4. An electronic copy of the ITSP Implementation Roadmap Excel spreadsheet will be provided to the City for review and comments. Deliverable 3.3.1: Draft ITSP Roadmap City 3.3.1 Review & Comment This task will entail the City reviewing the draft deliverable and providing comments and suggested revisions. Unless otherwise agreed, the review and comments will be provided within the turn-around time specified in the final Project Schedule, e.g., 10 business days. Deliverable 3.3.1: City Comments Task 3.3.2 ITSP Roadmap This task will entail incorporating City comments to produce the final enterprise ITSP Roadmap deliverable. The final ITSP Roadmap will be provided as MS Word and PDF files. Deliverable 3.3.2: ITSP Roadmap Task 3.4 Executive Presentation Task 3.4.1 Produce ITSP Executive Presentation This task will entail producing an executive level presentation of the ITSP Roadmap for the City’s leadership team. This presentation will be provided to the City’s project team and department heads for review, comments and revisions. Deliverable 3.4.1: ITSP Executive Presentation Task 3.4.2 Present ITSP Executive Presentation This task will entail providing an onsite presentation to City executives/elected officials. Deliverable 3.4.2: Present ITSP Executive Presentation Page 181 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 24 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 2.3 Project Schedule ThirdWave will use formal MS Project Schedule best practices to manage the City’s ITSP project. The preliminary MS Project Schedule, Figure 2.3.1 on the next page, reflects an overall completion timeline of 5-months. Wherever possible, tasks have been planned in parallel to compress the project schedule in an effort to shorten the project duration as much as possible. The following MS Project Schedule indicates City tasks, e.g., the review and comment of deliverables, denoted with the prefix “City.” The time allotted for the turnaround of draft deliverables is shown in red on the Project Schedule, typically 5 to 10 working days, unless otherwise mutually agreed to. The MS Project Schedule will be used as a point of reference against which the progress of the project will be tracked and managed. The MS Project Schedule will be reviewed, revised and finalized in contracts negotiation, and will be adjusted in collaboration with the City’s Project Manager, when a notice to proceed is provided by the City. Page 182 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 25 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Figure 2.3.1: Preliminary Project Schedule Page 183 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 26 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Page 184 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 27 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 2.4 Altius Information Technologies, Inc. (Subcontractor) Given the requirement for a cyber risk assessment of the City’s cyber security and potential cyber threats, ThirdWave has added our cyber security partner to our project team. 2.4.1 Company Background Altius Information Technologies, Inc. (Altius IT) is a California Corporation providing IT security audits, security consulting, compliance, and risk management services. Founded in 1993, they have helped over 1,000 organizations develop and implement their strategies to reduce risks. Altius means "higher" and it embodies their philosophy of providing higher level network security audit, risk management, assessment, and security consulting services. 2.4.2 Nationally Recognized Leadership Elected by our peers into leadership roles, they are experienced information security auditors and have served on the Boards of Directors of international and national associations, including: International Association of Professional Security Consultants NetTeCH nationwide association of IT companies Association of Professional Consultants Technology Professionals Association 2.4.3 Expert Authority As a leading authority, their track record of helping organizations manage risks has been featured on national television and in over 40 publications. Please visit www.altiusit.com/news.htm to view televised clips and articles. Project team member CVs are included in this proposal. 2.4.4 Product & Services Altius IT offers a full range of asset protection, security audit, and risk management services. Their IT audit, network security audit, and penetration tests review administrative, physical, and technical controls that identifies threats and protects systems and data. Altius uses a 50-point network security plan, which provides a 360-degree view of risks including technical, physical and administrative safeguards. Page 185 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 28 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Figure 2.4.4.1: Altius IT’s Safeguards Technical Safeguards Physical Safeguards Administrative Safeguards External and internal IT security audit evaluation of: Firewalls Network Infrastructure Logical Access Controls Servers Security Protection Systems Anti-malware Ransomware Backups Wireless Networks Physical controls over network equipment and data including: Data centers Server Rooms Cameras Physical Access Controls Policies Procedures Plans Forms Security Training Materials Incident Response Plans Business Continuity Cyber Insurance Any related documents Altius IT reports provide specific recommendations and detailed steps clients can take to address any identified security vulnerabilities. After delivery of reports, Altius IT provides three months of free support to answer any questions clients may have. This ensures security vulnerabilities are properly mitigated or eliminated. Altius IT are experts equipped with various certifications, including: Certified Information Systems Auditor (CISA) Certified in Risk and Information Systems Controls (CRISC) Certified Penetration Tester (CPT) Certified Ethical Hacker (CEH) As an IT security audit company with Certified Information Systems Auditors, they can provide an Auditor Opinion Letter stating systems meet security and compliance requirements. Figure 2.4.4.2: Cyber Security Certifications Page 186 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 29 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 3.1 ThirdWave Team of ITSP Experts ThirdWave recognizes that a large part of the success of any project is the team carrying out the work. The City’s ITSP engagement will be carried out by a team of technical professionals with peerless credentials, including a highly experienced Project Manager and seasoned senior IT consultants. The following figure illustrates the proposed ThirdWave project team. Figure 3.1.1: Project Organization Chart Section 3 Team Qualifications & Resumes Page 187 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 30 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Figure 3.1.2: Key Project Staff Experience & Expertise Project Staff Education/Experience Professional expertise, experience and role Roy Hernandez Project Manager/ Enterprise Architect BA Architecture with Honors, University of California, Berkeley MA Architecture, UC Berkeley Harvard Graduate School of Design, Computer Aided Design University of Boulder, IT PMBOKTM Project Management Previous experience: ThirdWave Corp. IBM Information Systems Group, Los Angeles IBM General Products Division, San Jose K+CZL Architects Vandersen’s Construction Oakland City Planning Dept. With 35 years of IT experience, Roy Hernandez is an accomplished Project Manager, Enterprise Architect and IT Consultant. He has successfully managed close to 300 major government IT projects including 158 IT Strategic Planning projects. He is recognized as a thought leader in the US with regards of IT Strategic Planning. He authored and teaches courses on Rapid Workflow® Business Process Improvement and PMBOKTM Project Management methodologies. Roy will serve a dual role on the project as the Project Manager and Enterprise Architect. He will be responsible for project delivery and be involved throughout the project on all tasks and task deliverables. Sergio Hernandez Sr. IT Consultant BA, Social Sciences, University of California, Berkeley IT experience: ThirdWave Corp. Sergio Hernandez has 33 years’ experience in IT Strategic Planning for local, county, state, and federal clients. Sergio’s role on the project will be to participate and provide oversight and quality assurance review in the production of all task deliverables. He will also play a key role in developing the final IT Strategic Plan deliverables. Aymee Barajas Business Analyst BS, Management and Business Economics, University of California, Merced Experience: ThirdWave Corp., Business Analyst UC Merced, Housing & Residence Life, Graphic Designer UC Merced, ASUCM, Social Media Account Manager (Social Media Marketing Platforms) Ms. Barajas has 5 years of experience in IT Strategic Planning. She is an expert on Rapid Workflow® and has also designed and developed major corporate websites. She has worked on 19 IT Strategic Planning projects including the Golden Gate Bridge Highway & Transportation District, cites of Sacramento, Berkeley, Costa Mesa, Milpitas, Indio, Lancaster, and East Valley Water District. She has produced more than 100 (one hundred) Rapid Workflow® process maps. Aymee’s role on the project will be to participate on all project tasks and deliverables. Page 188 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 31 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Jim Falin Sr. Web Developer AA Engineering AA Electronics Technology IT experience: ThirdWave Corp. Echo Associates Grapevine Networking, Inc. AICS CC Industries, Van Haverbeke Corp McDonnell Douglas Jim Falin has over 35 years of experience in Web / Software Development. His career has focused on large scale enterprise web development and integration projects. He has extensive experience and expertise developing web-enabled applications, web services, Enterprise Application Integration, and web applications interfaced with legacy systems, e.g., ERP systems and databases. Jim will be responsible for addressing technology issues and Enterprise Application Integration recommendations in the Technology Roadmap. Jim Kelton, Managing Principal Altius M.S., University of Arizona, MIS, Graduated First in Class B.A. University of Arizona, Accounting and Finance Mr. Kelton is a risk management and IT security consultant with 30 years of risk assessment, security management, and technical experience. He serves as Managing Principal of Altius IT, served as a board member of the International Association of Professional Security Consultants (IAPSC), and is past Chairman of the Cybersecurity Special Interest Group (SIG). Mr. Kelton will be the lead on the risk assessment task and reports. Curt Gilbert, Certified Information Systems Auditor Altius B.A., University of Kansas, Personnel Administration M.M.A., Marine Corps Command and Staff College Mr. Gilbert has over 27 years of management and technical experience. He is an experienced leader with enterprise risk management, risk reduction, audit, and assessment experience. Mr. Gilbert will participate on the risk assessment task and reports. Dale McNulty, Chief Technology Officer Altius Ph.D., University of California Irvine, Information and Computer Science MBA, University of Southern California (USC) M.S., University of California Irvine, Computer Science B.S., University of Wisconsin (Madison), Computer Science Dr. McNulty has over 25 years of experience as a hands-on Chief Information Security Officer including nine years managing the infrastructure and information security for a global organization with over 30 domestic and international offices. He is a board member of the Orange County Information Systems Security Association. Mr. McNulty will participate on the risk assessment task and reports. Page 189 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 32 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 3.2 Resumes The City’s IT Strategic Plan project will be carried out by a team of highly experienced technical professionals. The skills and experience of our team will allow ThirdWave to provide the same extraordinary results on the City’s project as we have done for all of our clients over the last 35 years. 3.2.1 Resumes of Key Staff The following pages provide professional resumes of our project team. ROY R. HERNANDEZ, Project Manager/Enterprise Architect EDUCATION MA Architecture University of California, Berkeley CA BA Architecture, with Honors University of California, Berkeley CA CADD Systems for AEC Harvard Graduate School of Design, Cambridge MA CERTIFICATES Project Management (PMBOKTM) University of Colorado, Boulder CO PROFESSIONAL Mr. Hernandez is President of ThirdWave Corporation, a company dedicated to the intelligent application of information systems. He has been a leader in the effective use of computers for 34 years. His achievements for building successful Information Systems Programs by integrating technical, operational and management issues are widely recognized. Acknowledged in the IT industry for his expertise and long- standing involvement with the government community, Mr. Hernandez has been appointed to numerous government advisory boards, including: California Information Technology Commission Appointee: Established under the mandate of Senate Bill 1, Chapter 508 (1995) and reenacted by Assembly Bill 1686 (1999), this State of California commission acted as one of the principal advisory bodies to the Director of the Department of Information Technology (DOIT) on the State’s IT issues. Prior to ThirdWave, Mr. Hernandez was a technology expert with IBM Headquarters’ Information Systems Group for 4 years, where he provided pragmatic IT solutions to Fortune 500 companies. He also produced national marketing programs, marketing training and trade shows. Before marketing, Mr. Hernandez pioneered Automated Mapping/Facilities Management (AM/FM) programs for 4 years at IBM's largest plant site in San Jose (6.5 million sq. ft. of facilities). The innovative CADD application had 130 design professionals on the system. He is the author of the Facilities Design Handbook (1982), the first book written on the use of Computer Aided Design for large scale Architecture, Engineering and Construction Management projects, which became the best practice standard for all IBM sites worldwide. Page 190 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 33 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Information Technology Strategic Plans The following projects addressed some or all of the following: Organizational Architecture, Enterprise Business/Technology Needs Assessment, Rapid Workflow® Business Process Reengineering, Requirements Definition, Implementation Planning, Budget Estimates, RFP/Procurement Process Assistance, and Contract Negotiation for the upgrading, replacement or introduction of IT. These projects addressed management (organization staffing), operational (process) and technology issues (infrastructure, Networking Communications, Office Automation, Enterprise Applications (all addressed ERP, ECMS, Public Safety, and Public Work)), E-Government Applications, Organizational Change/ Change Management, Staffing, Training, Cost/Benefit Analysis, and Implementation Roadmaps: 1. City of Berkeley 2. City of Carlsbad 3. City of Cathedral City 4. City of Centennial, CO 5. City of Corona 6. City of Coronado 7. City of Costa Mesa 8. City of Culver City 9. City of Fairfield 10. City of Fresno 11. City of Glendale 12. City of Goleta 13. City of Indio 14. City of Lancaster 15. City of Las Vegas, NV 16. City of Las Vegas, Water Pollution Control Facility, NV 17. City of Los Angeles, Public Works 18. City of Los Angeles, Bureau of Sanitation 19. City of Los Angeles, Dept. of Water & Power 20. City of Los Angeles, Port of Los Angeles 21. City of Milpitas 22. City of Newport Beach 23. City of Palm Spring Fire Department 24. City of Palm Spring Police Department 25. City of Pasadena 26. City of Pearland, TX 27. City of Philadelphia, PA 28. City of Port Hueneme 29. City of Portland, Police Bureau 30. City of Sacramento 31. City of San Carlos 32. City of San Diego 33. City of San Jose 34. City of San Jose (ITSP for New City Hall) 35. City of Santa Ana 36. City of Santa Cruz 37. City of Sausalito 38. City of Ventura 39. City of Westlake Village 40. County of Los Angeles Public Health 41. County of Riverside Bioterrorism 42. County of Riverside Community Health Agency Page 191 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 34 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 43. County of Stanislaus ICJIS (Integrated Criminal Justice Information System) 44. County of Stanislaus ITSP 45. California DOIT 46. California Teachers' Retirement System 47. Cendant Corporation 48. Central Contra Costa Sanitary District 49. Chevron 50. Eastern Municipal Water District 51. General Motors, MI 52. Golden Gate Bridge Highway & Transportation District 53. Helix Water District 54. HP 55. Kimley-Horn/Port of San Diego Regional Fiber Master Plan 56. Las Vegas Water Pollution Control Facility 57. Los Angeles World Airports (All 4) 58. Novato Sanitary District 59. Pasadena Water & Power 60. Port of San Diego 61. Port of San Diego Asset Management Master Plan 62. Port of San Diego BITS Organization Strategic Plan 63. San Diego Unified Port District 64. Silicon Valley Intelligent Transportation System Master Plan (13 cities/2 counties) 65. Southern California Association of Governments 66. State of Montana, Department of Environmental Quality, MT GIS Strategic Plans 67. City of Anchorage, AK 68. City of Las Vegas, NV 69. City of Los Angeles, Community Redevelopment Agency 70. City of San Diego, RUIS 71. City of Tacoma, WA 72. County of Nye - Department of Planning, AZ 73. County of Pierce, WA 74. County of Stanislaus ITSP 75. Community Transit, WA 76. Los Angeles Department of Transportation 77. Los Angeles Department of Water & Power 78. Los Angeles County MTA (Metropolitan Transportation Company) 79. Nye County Department of Planning 80. Orange County Transportation Authority 81. Port of San Diego 82. SCAG (Southern California Association of Governments) Enterprise Content Management System Strategic Plans The following projects addressed some or all of the following: Enterprise Needs Assessment, Rapid Workflow® Business Process Reengineering, Requirements Definition, Implementation Plan, Cost/ Benefit Analysis, Budget Estimates, RFP Development, and Procurement Process Assistance for the deployment of Enterprise Content/Records Management Systems. Projects included ECMS solutions, including some or all of the following: Imaging, Content Management, Records Management, Web Content Management, Automated Workflow, E-Forms/E-Signatures and Integration with existing ERPs and enterprise applications. Page 192 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 35 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 83. California Dept. of Water Resources 84. CalSTRS (California State Teachers' Retirement System) 85. City of Brookfield, WI 86. City of Burbank 87. City of Carlsbad 88. City of Las Vegas 89. City of Los Angeles 90. City of Long Beach 91. City of Ontario Municipal Utility Company 92. City of Sacramento 93. City of Santa Ana 94. City of San Carlos 95. City of Santa Monica 96. City of Stockton 97. City of Long Beach 98. City of Los Angeles Fire & Police Pensions 99. City of Pasadena 100. County of Fort Bend, TX 101. County of Galveston, TX 102. County of Missoula, MT 103. County of Riverside 104. County of San Bernardino 105. County of Santa Clara 106. HECO (Hawaiian Electric Company) 107. Helix Water District 108. Inland Empire Utility District 109. Las Vegas Water Pollution Control Facility, NV 110. Los Angeles County Metropolitan Transportation Authority 111. Los Angeles Department of Fire/Police Pensions 112. NOAA (National Oceanic Atmospheric Agency) 113. Orange County Sanitation District 114. Portland Police Bureau Records Divisions, OR 115. Lockheed 116. State of Montana, Department of Environmental Quality, MT 117. State of Montana, Department of Information Technology, MT 118. AMD (Advanced Micro Devices) Business Process Reengineering/Improvement Projects 119. City of Berkeley 120. City of Centennial 121. Calif. Council of Planning Directors 122. City of Los Angeles Housing Authority 123. City of Merced 124. City of Modesto 125. City of Pasadena 126. City of Pasadena Employee Benefits As-Is and To-Be’s 127. City of San Jose 128. City of Stockton 129. City of West Hollywood 130. City of West Sacramento 131. Coldwell-Banker Page 193 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 36 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 132. County of Merced 133. County of Riverside 134. County of Riverside, Bioterrorism Unit 135. County of Riverside, Community Heath Agency 136. County of San Joaquin 137. County of Stanislaus 138. LA County Economic Development 139. LA County Metropolitan Transportation Authority 140. Los Angeles World Airports (LAWA) Procurement Process BPR Strategic Plan 141. LA Housing Authority 142. LA Family Housing: Finance 143. LA Family Housing: Facilities Maintenance & Operations 144. Placer County, Auburn 145. Placer County, Lake Tahoe 146. Port of San Diego 147. Port of San Diego RWPM Facilitator/Certification Training 148. San Gabriel Valley Council of Governments 149. Southern California Association of Governments 150. Equity Title Company 151. North Island Federal Credit Union E-Government Strategic Plans & Website Assessments 152. City of Airdrie, Alberta, Canada 153. City of Austin, TX 154. City of Berkeley 155. City of Carlsbad 156. City of Indio 157. City of Las Vegas, NV 158. City of Palo Alto 159. City of Pasadena 160. City of Sacramento 161. City of San Carlos 162. City of San Jose E-Government Strategic Plan 163. City of San Jose Work2Future Strategic Plan 164. California DOIT 165. California Energy Commission 166. LA Economic Development Corporation 167. OCTA (CAMM NET) 168. Port of San Diego 169. State of Montana, Department of Environmental Quality, MT 170. Work 2 Future (City of San Jose/California Employment Development Department) Enterprise Resource Planning (ERP) / Enterprise Asset Management Engagements The following projects addressed some or all of the following: Enterprise Needs Assessment, Rapid Workflow® Business Process Reengineering, Requirements Definition, Implementation Plan, Budget Estimates, RFP Development, system evaluation, selection, contract negotiation and implementation project management for the deployment of ERP Systems, one or more of the following: Finance, HR, Utility Billing, Procurement, Asset Management, Land Management, etc. Page 194 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 37 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 1. City of Corona 2022 Finance & HR ERP RFP 2. City of Berkeley 2022 Hazardous Materials Management RFP 3. Central Contra Costa Sanitary District 2021 Utility Billing System, 4. City of Port Hueneme 2021 - 2022 Finance, HR, Utility Billing ERP RFP 5. City of Costa Mesa 2020 - 2021 Finance & HR ERP RFP 6. City of Centennial 2019 - 2020 Asset Management RFP 7. City of Berkeley 2018 - 2019 Five ERP RFPs 8. City of Centennial, CO, 2017 Finance & HR ERP 9. City of Costa Mesa 2019 ERP Technical & Functional Requirements 10. Helix Water District 2016 Finance ERP Phase 2 & 3 11. Helix Water District 2015 ERP Phase 1 Project Management Office 12. Helix Water District 2014 Utility Billing ERP RFP 1 13. City of Pasadena 2012 ERP RFP Requirements PROFESSIONAL EXPERIENCE ThirdWave Corporation 1987 - present President/CEO, Enterprise Architect IBM Corporation 1980 - 1987 Information Systems Group: 1984 - 1987 Advisory Marketing/ Systems Engineer General Products Division: 1980 - 1984 Advisory Architect/Construction Manager KCZ-L Architects & Planners 1979 - 1980 Job Captain Vanderson's Construction 1978 - 1979 Arch. Designer & Construction Manager City of Oakland, Planning Department 1977 - 1978 Planner II INDUSTRY RECOGNITION & AWARDS Latino Coalition/AFLAC Civic Awards for Hispanic Small Businesses, to honor Hispanic business leaders throughout the United States for community service. (March 21, 2007) AIIM-GLA Appreciation Certificate for “Outstanding services not only to the Chapter but the entire information and image management industry.” 2002 AIIM International 2001 Channel Connection Award for “Innovative Document Management, New York, NY, for Innovation Government ED/CM Projects over $1,000,000. FileNet UserNET 2001, Best Enterprise Content Management System Solution, 2nd Place/ Honorable Mention State of California Information Technology Commission appointee, from DOIT Stanislaus County Special Recognition Award from the CEO for the County IT Strategic Plan, 2000 GUEST SPEAKING AT NATIONAL & UNIVERSITY IT CONFERENCES 11.19 California State University, Fullerton Enterprise Architecture & Organizational Mihaylo College of Business and Structures Economics, Department of Management 4.18 California State University, Fullerton Applied Business, Economic and Mihaylo College of Business and Entrepreneurial Strategies Economics, Department of Management 3.17 California State University, Fullerton Applied Business, Economic and Mihaylo College of Business and Entrepreneurial Strategies Economics, Department of Management 9.16 California State University, Fullerton Applied Business, Economic and Mihaylo College of Business and Entrepreneurial Strategies Economics, Department of Management Page 195 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 38 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 6.15 Southern California Latino Policy Center IT Strategic Planning: Roadmap to Becoming 21st Century Cities & Schools, Ca; State LA a Leading Digital City, Summer 2015 Latino Policy Forum, Wired Cities Panel, 10.13 State of Montana Technology Conference Rapid Workflow®: Enterprise Architecture Tool 4.11 University of California, Berkeley Guest Lecturer, Web Design 11.06 International Accounts Payable Professionals Rapid Workflow®: High Performance Work Service Delivery 11.05 California Association of Non-Profits (LA/SF) Time-savings/Revenue Generating Websites 5.03 CA Council Planning Directors Assoc. Rapid Workflow®: High Performance Work Systems & Service Delivery 10.01 FileNet UseNet Conference, Las Vegas City of Carlsbad e-Government EDM 11.00 California Transit Association Conference, LA E-Procurement in the New Millennium 10.00 University of California, Irvine Guest Lecturer, Building B2B Networks 3.00 Santa Monica College School of Business Cool Careers in for the New Millennium 11.99 34th Annual California Transit Association Online Procurement for the Next Fall Conference, Oakland CA Millennium, DBE Program Workshop 6.99 Bridging the Gap, Trends Affecting Small Technology Trends in Procurement Business Contracting with Transit Agencies Orange County Transportation Authority 9.96 ORACLE in Government Technology, Phoenix The Virtual CityTM, Enterprise IT 3.96 San Mateo County ORACLE Technology Day Enterprise GIS in Local Government 5.95 European Union International Conference on Leveraging the Internet for Small Businesses The Internet, Helsinki, Finland 4.95 Ports '95, Tampa, FL Port of LA Automated Inspection Program 4.93 NCGA, Philadelphia, PA Practical Multimedia Applications 3.92 NCGA, Anaheim, CA Animation/Multimedia in Business 4.91 NCGA, Chicago, IL CAD for Wastewater Projects 5.90 HP Government Solutions, Costa Mesa, GIS: A Paradigm for Synthesis/Success 5.90 HP Government Solutions, Los Angeles, GIS: A Paradigm for Success 6.88 AEC Systems Show, Chicago, IL Optical Scanning Systems 4.87 American Society Plant Engineers, Tacoma, WA CAD & Facilities Management INVENTOR, PATENT HOLDER Rapid Workflow Process Modeling® Patent Mark Registration No. 2,873,704 with the US Patent and Trademark Office, a registered trademark of ThirdWave in the US/other countries. AUTHOR PMBOK Project Management Essentials Skills, Tools and Techniques for Successful Project Delivery, © ThirdWave 1999 (original version), current Version 8.1 © 2020 Rapid Workflow Process Modeling® Process Management Analysis for High Performance Work Systems & Service Delivery, © ThirdWave, 2009 Facilities Design Handbook IBM, © March 1983, First book on Computer Aided Design & Drafting systems for large scale AEC projects. Page 196 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 39 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F SERGIO HERNANDEZ, Sr. IT Consultant EDUCATION BS Social Sciences University of California, Berkeley TRAINING CERTIFICATES Rapid Workflow® Business Process Design Certified ORACLE – e Business Suite / CRMS Oracle, El Segundo, CA Microsoft Advanced Word 2000 New Horizons, Los Angeles, CA ORACLE Financials ORACLE Business Practices PROFESSIONAL EXPERIENCE Mr. Hernandez is a Sr. IT Consultant of ThirdWave Corporation; a company dedicated to the intelligent application of information systems. Over the last 32 years, Mr. Hernandez has been responsible for a broad set of business functions at ThirdWave. As the Director of Sales, he was responsible for Hardware/Software sales and support for all ThirdWave Federal and State government accounts. As an IT Consultant, his roles have included: IT Strategic Planning, Business Process Improvement/Reengineering, Systems Integration and Software Development. As a Project Coordinator, he is responsible for project staff coordination and supervision, QA/QC on project deliverables, resource allocation, and project cost controls. Sergio works closely with ThirdWave Project Managers to assure the production of quality deliverables, tracks project scheduling and staff resource availability, implements timely invoicing mechanisms, is responsible for contracts administration. He acts as the back-up person to Project Managers on projects he is assigned to, providing constant client access to a ThirdWave Manager on ED/RMS projects. ThirdWave Corporation, Executive VP/COO, Business Operations 1988 - present Have held several management positions on the direct and indirect sides of the organizations, including the following management positions: Project Coordinator on various project including Business Process Re-engineering, IT Consulting, Software development, Electronic Document/Records Management, Imaging and GIS projects Manager, Director Marketing/Sales, Government and Federal Accounts Imaging/Electronic Document/Records Management Supervisor, providing direction to technical staff Trade Show Manager, planned, coordinated and managed trade show exhibits and demonstrations SAMPLE PROJECTS Information Technology Master Plans The following projects addressed some or all of the following: Organizational Architecture, Enterprise Business/Technology Needs Assessment, Rapid Workflow® Business Process Modeling, Requirements Definition, Implementation Planning, Budget Estimates, RFP Development, Procurement Process Assistance, and Contract Negotiation for the upgrading, replacement or introduction of IT found in a government environment. These projects address management (organization, staffing), operational (process) and technology issues (infrastructure, Networking Communications, Office Automation, Enterprise Applications (all addressed ERP, Enterprise Asset Management, CRM, ECMS, Public Safety, and Public Work), E-Government Applications, Organizational Change/Change Management, Staffing, Training, Budget Estimates, Cost/Benefit Analysis, and Implementation Plans: Page 197 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 40 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 1. City of Berkeley 2. City of Carlsbad 3. City of Cathedral City 4. City of Centennial, CO 5. City of San Carlos 6. City of Corona 7. City of Coronado 8. City of Costa Mesa 9. City of Culver City 10. City of Fairfield 11. City of Fresno 12. City of Glendale 13. City of Goleta 14. City of Indio 15. City of Lancaster 16. City of Las Vegas, NV 17. City of Las Vegas, Water Pollution Control Facility, NV 18. City of Los Angeles, Public Works 19. City of Los Angeles, Bureau of Sanitation 20. City of Los Angeles, Dept. of Water & Power 21. City of Los Angeles, Port of Los Angeles 22. City of Milpitas 23. City of Newport Beach 24. City of Palm Spring Fire Department 25. City of Palm Spring Police Department 26. City of Pearland, TX 27. City of Pasadena 28. City of Portland, Police Bureau 29. City of Sacramento 30. City of San Carlos 31. City of San Jose (ITSP for New City Hall) 32. City of Santa Ana 33. City of Santa Cruz 34. City of Sausalito 35. City of Ventura 36. City of West Hollywood 37. City of Westlake Village 38. County of Los Angeles Public Health 39. County of Riverside Bioterrorism 40. County of Riverside Community Health Agency 41. City of Sausalito 42. County of Stanislaus ICJIS (Integrated Criminal Justice Information System) 43. County of Stanislaus ITSP 44. California Energy Commission 45. California DOIT 46. California Teachers' Retirement System (CalSTRS) 47. Cendant Corporation 48. Chevron 49. Eastern Municipal Water District 50. East Valley Water District 51. General Motors 52. Golden Gate Bridge Highway & Transportation District Page 198 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 41 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 53. Helix Water District 54. HP 55. Kimley-Horn/Port of San Diego Regional Fiber Master Plan 56. Los Angeles County Immunization 57. Los Angeles World Airports (All 4) 58. Port of San Diego 59. Port of San Diego Asset Management Master Plan 60. Port of San Diego BITS Organization Strategic Plan 61. San Diego Unified Port District 62. Silicon Valley Intelligent Transportation System Master Plan (13 cities/2 counties) 63. Pasadena Water & Power 64. State of Montana, Department of Environmental Quality, MT IT / E-Government Strategic Plans, Website Assessment & Redesign 65. City of Airdrie, Alberta, Canada 66. City of Austin, TX 67. City of Berkeley 68. City of Carlsbad 69. City of Las Vegas, NV 70. City of Palo Alto 71. City of Pasadena 72. City of Sacramento 73. City of San Carlos 74. City of San Jose E-Government Strategic Plan 75. City of San Jose Work2Future Strategic Plan 76. California DOIT 77. California Energy Commission 78. LA Economic Development Corporation 79. OCTA (CAMM NET) 80. Port of San Diego 81. State of Montana, Department of Environmental Quality, MT 82. Work 2 Future (City of San Jose/California Employment Development Department) GIS Strategic Plans 83. Anchorage Water & Wastewater Utility 84. City of Las Vegas 85. City of Los Angeles, Community Redevelopment Agency 86. City of San Diego, RUIS 87. City of Tacoma, WA 88. County of Nye - Department of Planning, WA 89. County of Pierce, WA 90. County of Stanislaus ITSP 91. Community Transit 92. Los Angeles Department of Transportation 93. Los Angeles Department of Water & Power 94. Los Angeles County MTA (Metropolitan Transportation Company) 95. Orange County Transportation Authority 96. Port of San Diego 97. SCAG (Southern California Association of Governments) Page 199 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 42 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Business Process/Improvement Projects (As-Is & To-Be Process Mapping & Recompensates) 98. Calif. Council of Planning Directors 99. City of Los Angeles Housing Authority 100. City of Merced 101. City of Modesto 102. City of Pasadena 103. City of Pasadena Employee Benefits As-Is and To-Be’s 104. City of Philadelphia 105. City of San Jose 106. City of Stockton 107. City of West Hollywood 108. City of West Sacramento 109. Coldwell-Banker 110. County of Merced 111. County of Placer, Community Development Department, Auburn 112. County of Placer, Community Development Department, Lake Tahoe 113. County of Riverside 114. County of Riverside, Bioterrorism Unit 115. County of Riverside, Community Heath Agency 116. County of San Joaquin 117. County of Stanislaus 118. LA County Economic Development 119. LA County METRO 120. Los Angeles World Airports (LAWA) Procurement Process BPR Strategic Plan 121. Port of San Diego 122. Port of San Diego RWPM Facilitator/Certification Training 123. SGAG 124. Equity Title Company 125. North Island Federal Credit Union Enterprise Content Management System Strategic Plans The following projects addressed some or all of the following: Enterprise Needs Assessment, Rapid Workflow® Business Process Reengineering, Requirements Definition, Implementation Plan, Cost/ Benefit Analysis, Budget Estimates, RFP Development, and Procurement Process Assistance for the deployment of ECMS Systems. Projects included ECMS solutions, including some or all of the following: Imaging, Content Management, Records Management, Web Content Management, Automated Workflow, E- Forms/E-Signatures and Integration with existing ERPs and enterprise applications. 126. California Dept. of Water Resources 127. CalSTRS (California State Teachers' Retirement System) 128. City of Carlsbad 129. City of Las Vegas, NV 130. City of Los Angeles 131. City of Long Beach 132. City of Sacramento 133. City of Santa Ana 134. City of San Carlos 135. City of Santa Monica 136. City of Stockton 137. City of Long Beach 138. City of Los Angeles Fire & Police Pensions Page 200 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 43 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 139. County of Fort Bend, TX 140. County of Galveston, TX 141. County of Missoula, MT 142. County of Riverside 143. County of San Bernardino 144. County of Santa Clara 145. HECO (Hawaiian Electric Company), HI 146. Helix Water District 147. Inland Empire Utility District 148. Las Vegas Water Pollution Control Facility, NV 149. Los Angeles County Metropolitan Transportation Authority 150. Los Angeles Department of Fire/Police Pensions 151. NOAA (National Oceanic Atmospheric Agency). MD, AK, HI, CA, MA, MD, FL 152. Orange County Sanitation District 153. Portland Police Bureau Records Divisions, OR 154. Lockheed 155. State of Montana, Department of Environmental Quality. MT 156. State of Montana, Department of Information Technology. MT 157. AMD (Advanced Micro Devices) Enterprise Resource Planning (ERP) / Enterprise Asset Management Engagements The following projects addressed some or all of the following: Enterprise Needs Assessment, Rapid Workflow® Business Process Reengineering, Requirements Definition, Implementation Plan, Budget Estimates, RFP Development, system evaluation, selection, contract negotiation and implementation project management for the deployment of ERP Systems, one or more of the following: Finance, HR, Utility Billing, Procurement, Asset Management, Land Management, etc. 1. City of Corona 2022 Finance & HR ERP RFP 2. City of Berkeley 2022 Hazardous Materials Management RFP 3. Central Contra Costa Sanitary District 2021 Utility Billing System, 4. City of Port Hueneme 2021 - 2022 Finance, HR, Utility Billing ERP RFP 5. City of Costa Mesa 2020 - 2021 Finance & HR ERP RFP 6. City of Centennial 2019 - 2020 Asset Management RFP 7. City of Berkeley 2018 - 2019 Five ERP RFPs 8. City of Centennial, CO, 2017 Finance & HR ERP 9. City of Costa Mesa 2019 ERP Technical & Functional Requirements 10. Helix Water District 2016 Finance ERP Phase 2 & 3 11. Helix Water District 2015 ERP Phase 1 Project Management Office 12. Helix Water District 2014 Utility Billing ERP RFP 1 13. City of Pasadena 2012 ERP RFP Requirements CONTINUING EDUCATION ORACLE – e-Business Suite/CRMS Oracle, El Segundo, CA Microsoft Advanced Word 2000 New Horizons, Los Angeles, CA 3COM Training 3COM Sales Seminar/Product Training Accounting Fundamentals, MS Excel Fred Pryor Resources, Inc., Los Angeles, CA Payroll Processing for Windows ADP Payroll Training, Sherman Oaks, CA ORACLE Seminar 1996 ORACLE Business Practices, Sales, Product Features Animator Studio & 3D Studio Multimedia Autodesk, Sausalito, CA AutoCAD R12, CAD Camp ‘94 Autodesk, Sausalito, CA Page 201 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 44 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F AYMEE BARAJAS, Business Analyst EDUCATION BS Management and Business Economics University of California, Merced CERTIFICATIONS Rapid Workflow® Business Process Design Certified PROFESSIONAL EXPERIENCE Ms. Barajas is an accomplished graphic design and writer. She has extensive experience as a visual design consultant who has collaborated with professional in producing a wide variety of written and electronic materials. She is highly experienced with social media platforms/systems and graphic design software packages. ThirdWave Corporation, Business Analyst May 2018 - present SAMPLE PROJECTS Information Technology Master Plans The following projects addressed some or all of the following: Organizational Architecture, Enterprise Business/Technology Needs Assessment, Rapid Workflow® Business Process Reengineering, Requirements Definition. These projects address management (organization, staffing), operational (process) and technology issues (infrastructure, Networking Communications, Office Automation, Enterprise Applications (all addressed ERP, ECMS, Public Safety, and Public Work), E-Government Applications, Organizational Change/Change Management, Staffing, Training, Cost Benefit Analysis, and Implementation Plans: 1. City of Burbank 2. City of Corona 3. City of Costa Mesa 4. City of Fairfield 5. City of Fresno 6. City of Indio 7. City of Lancaster 8. City of Milpitas 10. City of Pearland, TX 11. City of Port Hueneme 12. City of Philadelphia 13. City of Sacramento 14. City of Ventura 15. Golden Gate Bridge, Highway & Transportation District 16. East Valley Water District 17. Helix Water District 18. Novato Sanitary District Page 202 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 45 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Rapid Workflow® Business Process Improvement 1. LA County METRO 2. City of Berkeley 3. City of Centennial 4. LA Family Housing 5. City of Sacramento Enterprise Content Management Assessment 1. Orange County Sanitation District 2. City of Brookfield, WI 3. City of Ontario/Ontario Municipal Utility Company Project Management or Project Management Training 1. Southern California Association of Governments 2. San Gabriel Valley Council of Governments 3. City of Concord ERP Assessments, Requirements, Procurement, Contract Negotiation & Project Management Developed and documented detailed enterprise needs assessments, Rapid Workflow® Business As-Is (existing) and To-Be (future state) process maps, functional and technical requirements, reporting, data/data migration, systems interfaces for all departments for new ERP software. ERP engagements include Implementation Planning, Budget Estimates, RFP/Procurement Process, ERP software selection, and Contract Negotiations, in addition to acting as the Project Manager delivering successful ERP implementations. 1. City of Corona 2022 ERP Finance & Human Resources As-Is and To-Be Process mapping, Functional and Technical Requirements, RFP, Procurement, & Contract Negotiation 2. City of Berkeley 2022 Toxics Materials Management System: As-Is and To-Be business process mapping. 3. Central Sanitary District 2021 ERP Customer Billing System: As-Is and To-Be business process mapping, Functional and Technical Requirements, 4. City of Port Hueneme 2021 ERP Finance & Human Resources As-Is and To-Be Process mapping, Functional and Technical Requirements, RFP, Procurement, & Contract Negotiation 5. Costa Mesa 2020 ERP Finance & Human Resources As-Is and To-Be Process mapping, Functional and Technical Requirements, RFP, Procurement, & Contract Negotiation 6. City of Centennial, CO 2020 ERP Asset Management As-Is and To-Be Process mapping, Functional and Technical Requirements, RFP, Procurement, & Contract Negotiation 7. Costa Mesa 2019 ERP System Procurement Technical & Functional Requirements 8. LAC MTA 2019 ERP Functional & Technical Requirements 9. City of Berkeley 2018 Work Orders, Asset Management ERP Requirements, ERP RFP Development, Procurement and Contract Negotiations 10. City of Berkeley 2018 Real Property/Lease Management ERP Requirements, ERP RFP Development, Procurement and Contract Negotiations 11. City of Berkeley 2018 Fleet Management ERP Requirements, ERP RFP Development, Procurement and Contract Negotiations Page 203 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 46 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 12. City of Berkeley 2018 Zero Waste Management ERP Requirements, ERP RFP Development, Procurement and Contract Negotiation 13. City of Berkeley 2018 Performance & Learning Management ERP Requirements, ERP RFP Development, Procurement and Contract Negotiations 14. City of Berkeley 2018 Business Licenses ERP Requirements, ERP RFP Development, Procurement and Contract Negotiations Web Consulting, Design & Development 1. City of Indio Website Redesign Assessment & RFP Development 2. City of Palo Alto Website Redesign Assessment & RFP Development 3. ByDESIGN, A journal for Exceptional Achievement Website Design & Development 4. ThirdWave Corporate Website Design & Development University of California, Merced, Housing and Residence Life, Graphic Design Intern 2016 Designed/produced inclusive graphics including flyers, logos, booklets, snapchat filters, and shirts. Consulted and collaborated with professional and student staff in producing marketing materials. Served as an advisor to other staff in the area of graphic design. University of California, Merced, ASUCM 2016 Managed various social media accounts, helped maintain organization’s identity, and responded to comments and messages. Assisted in the marketing of events through the use of various social media platforms. Designed/produced marketing collateral and snapchat filters with the consultation of fellow board members. SOFTWARE Graphics Tools: Adobe Photoshop CS6 (9 years), Adobe Illustrator (2 years), Jasc Photoshop Pro (2 year), Photofiltre (2 years) Microsoft Office: Word (10 years), Excel (7 years), PowerPoint (7 years), Visio (2 years), MS Project (1 year) Social Media Platforms: Facebook, Instagram, Twitter, and LinkedIn Business Process Imp.: Rapid Workflow® Process Modeling TRAINING PMBOK Project Management Training ThirdWave Rapid Workflow® Process Model Page 204 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 47 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F JIM FALIN, Senior Programmer EDUCATION AA, Engineering AA, Electronics Technology As a Sr. Software/Web Applications Developer, Mr. Falin has been involved in the design, development and implementation of commercial and custom developed applications for 30 years. He has also participated in all IT Strategic plans carried out by ThirdWave since 2000. PROFESSIONAL EXPERIENCE ThirdWave Corporation 2000 – Present IT Strategic Planning CalSTRS Business Process Reengineering Strategic Plan City of Airdrie, Alberta, Canada City of Austin IT/E-Government Strategic Plan City of Corona IT/E-Government Strategic Plan City of Lancaster IT Strategic Plan City of Las Vegas IT/E-Government Strategic Plan City of Las Vegas Water Pollution Control Facility IT Strategic Plan City of Pasadena IT Strategic Plan City of Sacramento IT/Web Governance Structure Strategic Plan City of San Jose IT/E-Government Strategic Plan County of Riverside, Bio-Terrorism Preparedness & Response Strategic Plan County of Riverside, BPI/Rapid Workflow Process Modeling® Training County of Riverside, CHA Information Technology, Asset Management BPR County of Riverside, CHA, PMBOK Project Management Training Galveston County, Texas, ECMS/IT Strategic Plan Los Angeles World Airports (LAWA) Procurement Process/IT Strategic Plan Missoula County Montana, ECMS/IT Strategic Plan RAND CORPORATION IT Strategic Plan Silicon Valley Intelligent Infrastructure System Infrastructure Master Plan Stanislaus County Integrated Criminal Justice Information System Feasibility Study Stanislaus County E-Government/IT Strategic Plan State of California Department of Information Technology E-Government/IT Strategic Plan Application Development ThirdWave 2013 Corporate Website: Development of a completely new website for the firm. CASA Alumni Website, College of Environmental Design, UC Berkeley: (casa-ucberkeley.org), Developed an interactive website allowing UC Berkeley Alumni post networking information/content and do professional networking and e-commerce. Page 205 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 48 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Orange County Transportation Authority CAMM NET/ERP Enterprise Application integration: (octa.net/cammnet), Designed/developed of an interface between OCTA’s online procurement system and a new ERP Financial System. The interface automatically downloads awarded contracts from the CAMM NET Contract Awards Module into the Budget Module of the new ERP, encumbering funds from the appropriate budget item. Portland Police Bureau Online Field Reporting Application: Developed a browser-based application used by officers in the field (in patrol cars and notebook computers) in support of standard city/state crime reports. The manual business processes were re-engineered to use an application built on Adobe’s eForms/Form Server technology. This application will be used by 1,250 Police Officers, Detectives and Records Management staff at the city, in addition to the law enforcement agencies of eight surrounding cities. Technologies include extensive use of XML based objects in support data movement from servers to active police cars in real time via the Bureau’s radio network. City of Pasadena Website Assessment, Redesign, Development and Governance: Managed a project to completely redo all of the departmental web sites. Worked closely with City executives and technical committees to build consensus on a consistent and professional redesign. Defined City’s new Internet Service Delivery Strategy. National Oceanic & Atmospheric Agency (NOAA) EDMS Strategy: Participated on a project to develop an enterprise-wide Electronic Document/Records Management strategy for this Federal Agency. Developed a Web based document search and retrieve application. The EDMS strategy and implementation plan was developed for a 4,000-person organization comprised of 12 Regional/Science Centers located throughout the US. City of Long Beach, Enterprise-wide Electronic Document Management Program Implementation/Public Access Web Interface: Database/application programming in support of property modifications in the City’s FileNET Document Management system (a technique unsupported by the FileNET system), including Web enabling public searches for specific City information with document retrieval from the FileNET database. City of Carlsbad, Enterprise-wide Electronic Document Management Program Implementation/ Public Access Web Interface: Database/application programming in support of property modifications in the City’s FileNET Document Management system (a technique unsupported by the FileNET system), including Web enabling public searches for specific City information with document retrieval from the FileNET database. Stanislaus County Integrated Criminal Justice Information System (ICJIS): Managed a project to design and develop an enterprise web enabled ICJIS for the Sheriff’s Department, District Attorney, and Public Defender, in addition to the Courts and the 911 system. This $1,500,000 Java/J2EE suite of applications will be the first truly integrated ICJIS developed in California. Los Angeles County, Department of Health Services, Immunization Program: Configure IPSec application servers and database server, followed up with a security audit on the file system, IIS Web server, and MS SQL database server. Han Padron Associates Website, New York: With offices located in several continents, HPA is the third largest marine structural engineering firm in the US. This project entailed the redesign of a dated corporate website in addition to the development of a database driven content management feature allowing authorized staff to update content dynamically from any office throughout the world. Center for the Improvement of Child Caring (CICC) Web enabled Application & Portal: CICC is a private, nonprofit community service, training and research corporation, and a major organizer of a nationwide Effective Parenting Movement to improve the overall quality of child rearing and child caring in the United States. This site includes e commerce (B2B, B2C) and a semi artificial intelligence child development diagnosis module titled The Discovery ToolTM. Page 206 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 49 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Orange County Transportation Authority Online Purchasing Web Site Development: (octa.net/cammnet), design/development of an enterprise-wide online government purchasing web site for the 4th largest transit agency in the US. Responsible for developing several modules, e.g., Solicitation Posting, Vendor Registration, Automatic vendor Notification, Online Bidding, Contract Award/Posting, DBE Certification, Contract Compliance and special events posting. This site allows OCTA Contract Administration and Materials Management to streamline its procurement processes. Enterprise Resource Planning 1. Central Contra Costa Sanitary District (2021) ERP Customer Billing System 2. City of Port Hueneme (2021-2022) 3. City of Costa Mesa (2020 – 2021) 4. City of Centennial, Enterprise Asset Management (2019 – 2020) 5. City of Berkeley, Enterprise Asset Management (2018-19) 6. City of Centennial, CO, Finance ERP (2017) 7. Helix Water District, Finance ERP Phase 2 & 3 (2016) 8. Helix Water District ERP Phase 1 Project Management Office (2015) Acted as the PMO on the 14-month, $3,200,000 ERP implementation. A rare occurrence in ERP deployments, the project came in on schedule and $100,000 under budget. 9. Helix Water District, Utility Billing ERP RFP 1 (2014) 10. City of Pasadena, ERP RFP Requirements (2012) EMPLOYMENT HISTORY ThirdWave Corporation 2000 – Present Sr. Web Developer Echo Associates 2000 – 2000 TERP Lead Programmer Grapevine Networking, Inc. 1995 – 1999 Sr. Programming Engineer AICS 1993 – 1995 Sr. Programmer/Consultant CC Industries 1986 – 1987 Sr. Engineer Van Haverbeke Corp. 1980 – 1986 Programmer Mcdonnell Douglas 1973 – 1980 Programmer TECHNOLOGIES SUPPORTED Web Development: C#, ASP.NET (v2.0, 1.1, 1.0), ASP, COM, DLL, Web DLL, ActiveX, CGI, Web Applications, ISAPI, TCP/IP, Microsoft IIS6/5/4 Programming: C#, VB.NET, VB6/5/4, VC++, VB Script, Java 1.1, 1.2, JavaScript, Visual Interdev, HTML, XML (Microsoft IE5/6 and XMLDOM), MS Access, SQL Server, Transact SQL (SQL Server 2005,2000,7), C, C++, Crystal Reports, Visual Studio 2005/2003 Other Technologies: VB.NET/VB Applications, VB COM, EXE, Applets, TCP/IP (Winsock), ADO, RDO, ODBC, Oracle 8/9, SQL Server 2005/2000/7, Embedded control, Visual Source Safe (V6.0, Administrator) Operating Systems: W2k3 Page 207 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 50 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F JIM KELTON, Managing Principal, Altius IT EDUCATION MS MIS, Graduated First in Class University of Arizona BA Accounting and Finance University of Arizona CERTIFICATIONS Certified Information Systems Auditor (CISATM) Certified in Risk and Information Systems Controls (CRISCTM) Certified in the Governance of Enterprise IT (CGEITTM) PROFESSIONAL Mr. Kelton is Managing Principal of Altius IT, a state-of-the-art IT security audit and risk management consulting firm dedicated to the advancement of business and IT services. Recently Mr. Kelton has consulted with organizations on security, information asset protection, risk management, and compliance. Jim Kelton is a risk management and IT security consultant with 30 years of risk assessment, security management, and technical experience. He serves as Managing Principal of Altius IT, served as a board member of the International Association of Professional Security Consultants (IAPSC), and is past Chairman of the Cybersecurity Special Interest Group (SIG). AREAS OF EXPERTISE IT security audits and assessments Risk management, risk treatment, and risk reduction strategies Third-party system audits, security best practices Security regulations and compliance requirements Compliance audits and protection of information assets and sensitive data ACHIEVEMENT HIGHLIGHTS Board of Directors of International Association of Professional Security Consultants Chairman Cybersecurity Special Interest Group (SIG) Certified Information Systems Auditor Certified in Risk and Information Systems Controls Certified in the Governance of Enterprise IT Featured on MSNBC and in over 40 publications including The Wall Street Journal, Business Week, USA Today, Los Angeles Times, and others Past Chief Information Officer (CIO) of subsidiary of Philip Morris (1979 – 1993) Graduated 1st in class from a Top 5 MIS University (US News and World Report) Instructor at the University of Arizona (MIS department) Page 208 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 51 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F CURT GILBERT, Project Manager, Altius IT EDUCATION BA Personnel Administration University of Kansas MMA Marine Corps Command and Staff College PROFESSIONAL Mr. Curt Gilbert has over 27 years of management and technical experience. He is an experienced leader with enterprise risk management, risk reduction, audit, and assessment experience. Mr. Gilbert serves as an Altius IT Project Manager responsible for client engagement and relationship management including project planning, on-site security audits, and management of resources to bring about the successful completion of specific project goals and objectives. His experience in the areas of planning, organizing, directing, and controlling helps ensure Altius IT projects remain on schedule and on budget. Prior to joining Altius IT, Mr. Gilbert served as a Captain in the U.S. Navy where amongst numerous assignments he was responsible for network management and physical security. He served in the Pentagon as the manager of the National Military Command Center and was later responsible for the overall assessment and certification of over 20,000 systems and personnel in Japan. AREAS OF EXPERTISE Risk management, risk treatment, and risk reduction strategies IT security audits and assessments Security regulations and compliance requirements Physical security audits and assessments Security best practices Enterprise risk management, audits, and assessments Management of on-site assessments and deliverables IT project planning, execution, and monitoring Client engagement and relationship management Understanding of the business environment to ensure necessary controls ACHIEVEMENT HIGHLIGHTS Network security audits and compliance assessments On-site project management, interfacing with clients, problem resolution, project deliverables Responsible for facility infrastructure and information systems at National Military Command Center Page 209 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 52 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F DALE MCNULTY, Chief Technology Officer, Altius IT EDUCATION PhD Information and Computer Science University of California, Irvine MBA University of Southern California MS Computer Science University of California, Irvine BS Computer Science University of Wisconsin (Madison) PROFESSIONAL Dr. McNulty has over 25 years of experience as a hands-on Chief Information Security Officer. He has over nine years of experience managing the infrastructure and information security for a global organization with over 30 domestic and international offices. He is a board member of the Orange County Information Systems Security Association. He is experienced in network infrastructure security mechanisms. His expertise in managed information security and networked environments helps organizations achieve a higher security return on investment over traditional approaches. AREAS OF EXPERTISE Security auditing and compliance Information security, cyber security, access controls Security protection mechanisms: firewalls, VPNs, VLANs, IDS/IPS Penetration testing, packet sniffing Vulnerability and threat analysis and recommendations Risk assessment, risk analysis, and risk treatment Incident response planning Conceptualization, design, and implementation of a new technology Architect network solutions (cloud, LANs, WANs, intranets, hybrids) System administration and monitoring applications Programming and application development ACHIEVEMENT HIGHLIGHTS Ph.D. Information and Computer Science Orange County Information Systems Security Association (ISSA-OC) Board of Directors Network and server hardening and intrusion detection and protection Security auditing and compliance Firewalls, routers, SQL Server, Exchange Server, Sharepoint Server Page 210 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 53 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 4.1 Fixed Fee Cost Proposal This cost estimate is based on the City’s organizational structure and the IT department’s make up. As such, this project estimate is open for further discussion. clarification, and adjustment during contract negotiations, should it be necessary. Upon mutual agreement on the final Scope of Work and deliverables, professional services will be provided on a fixed-fee, deliverable-based, Professional Services Agreement. The following provides a summary of costs. Figure 4.1.1: Cost Summary Phase 0 Project Management 10,720 Phase 1 Discovery 10,320 Phase 2 Assessment 45,375 Phase 3 IT Strategic Plan & Roadmap 29,581 Total Cost $ 95,996 Section 4 Cost Proposal Page 211 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 54 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 4.2 Detailed Payment Schedule The following figure provides a cost proposal including a detailed breakdown of project costs, deliverable and payment schedule. Figure 4.2.1: Detailed Payment Schedule Phase Description Subtask Task Phase PHASE 0 PROJECT MANAGEMENT 10,720 Task 0.1 Project Kick-off Meeting ............................................................................ 1,570 Deliverable 0.1: Project Kick-Off Meeting Task 0.2 Ongoing Weekly Meetings ........................................................................ 7,950 Deliverable 0.2: Project Coordination Task 0.3 Monthly Status Reports ............................................................................. 1,200 Deliverable 0.3: Monthly Status Reports PHASE 1 DISCOVERY 10,320 Task 1.1 Review Existing Documentation .............................................................. 1,102 Deliverable 1.1: Review Existing Documents Task 1.2 IT Systems Inventory ................................................................................... 461 Deliverable 1.2: Application Portfolio & Systems Inventory Spreadsheet Task 1.3 Online Community Survey ........................................................................ 2,986 Task 1.3.1 Develop & Provide Online Community Survey ........................... 1,273 Deliverable 1.3.1: Online Community Survey Task 1.3.2 Compile Community Survey Data ............................................... 1,714 Deliverable 1.3.2: Online Community Survey Findings Task 1.4 IT Focus Groups ......................................................................................... 2,785 Task 1.4.1 Hold IT Focus Groups ................................................................. 1,463 Deliverable 1.4.1: Hold IT Focus Groups Task 1.4.2 IT Focus Group Findings ............................................................. 1,323 Deliverable 1.4.2: IT Focus Group Findings Task 1.5 Online Staff Survey .................................................................................... 2,986 Task 1.5.1 Develop & Provide Online Staff Survey ...................................... 1,273 Deliverable 1.5.1: Online Staff Survey Task 1.5.2 Compile Staff Survey Data .......................................................... 1,714 Deliverable 1.5.2: Online Staff Survey Findings Phase 2 ASSESSMENT 45,375 Task 2.1 Management Interviews ............................................................................. 3,807 Task 2.1.1 Hold Management Interviews ...................................................... 3,015 Deliverable 2.1.1: Management Interviews Task 2.1.2 Incorporate Management Comments............................................. 792 Deliverable 2.1.2: Management Requirements Findings Page 212 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 55 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F Task 2.2 IT Skills Survey ........................................................................................... 5,290 Task 2.2.1 Develop & Provide IT Skills Survey ............................................. 2,204 Deliverable 2.2.1: IT Skills Assessment Survey Task 2.2.2 IT Skills Survey Summary ........................................................... 3,086 Deliverable 2.2.2: Summary of Findings Task 2.3 Cyber Security Risk Assessment ........................................................... 11,513 Task 2.3.1 Cyber Security Risk Assessment ................................................ 2,673 Deliverable 2.3.1: Cyber Security Risk Assessment Task 2.3.2 Cyber Security Risk Analysis ...................................................... 6,262 Deliverable 2.3.2: Cyber Security Risk Analysis Task 2.3.3 Cyber Security Risk Action Plan ................................................. 2,578 Deliverable 2.3.3: Final Cyber Security Risk Action Plan Task 2.4 Business Requirements Workshops ..................................................... 22,562 Task 2.4.1 Hold Rapid Workflow® Workshops ............................................ 11,840 Deliverable 2.4.1: Rapid Workflow® Workshops Task 2.4.2 Document As-Is Rapid Workflow® Process Models .................... 9,279 Deliverable 2.4.2: Draft Rapid Workflow® Models Task 2.4.3 Final Business Process Requirements ....................................... 1,443 Deliverable 2.4.3: Business Process Gap Analysis Task 2.5 IT Governance Assessment ...................................................................... 2,204 Task 2.5.1 Hold IT Governance Workshop ................................................... 1,102 Deliverable 2.5.1: Hold IT Governance Workshop Task 2.5.2 Final IT Governance Findings ..................................................... 1,102 Deliverable 2.5.2: IT Governance Recommendations Phase 3 IT STRATEGIC PLAN & ROADMAP 29,581 Task 3.1 Information Technology Strategic Plan ................................................. 12,344 Task 3.1.1 Draft ITSP Findings & Recommendations .................................. 9,528 Deliverable 3.1.1: Draft IT Strategic Plan Task 3.1.2 Final IT Strategic Plan ................................................................. 3,086 Deliverable 3.1.2: IT Strategic Plan Task 3.2 ITSP Initiative Prioritization....................................................................... 1,102 Task 3.2.1 ITSP Initiative Prioritization ......................................................... 1,102 Deliverable 3.2.1: ITSP Initiative Prioritization Task 3.3 ITSP Roadmap .......................................................................................... 10,500 Task 3.3.1 Draft ITSP Roadmap ................................................................... 7,414 Deliverable 3.3.1: Draft ITSP Roadmap Task 3.3.2 ITSP Roadmap ............................................................................ 3,086 Deliverables 3.3.2: ITSP Roadmap Task 3.4 Executive Presentation .............................................................................. 5,635 Task 3.4.1 Produce ITSP Executive Presentation ........................................ 3,707 Deliverable 3.4.1: ITSP Executive Presentation Task 3.4.2 Provide Executive Presentation .................................................. 1,928 Deliverable 3.4.2: Provide Executive Presentation Total Cost $ 95,996 Page 213 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 56 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.312.9513 F 5.1 Specialist in Government IT Strategic Planning ThirdWave is a subject matter expert specializing in government IT Strategic Planning, and a recognized innovator and long-standing thought leader in the US. Our references include 170 (one-hundred and sixty-seven) other city, state and federal agencies throughout the US and Canada. Data shows the most successful IT assessments are those that articulate actionable recommendations supported by a compelling business case needed for approval and funding. Our ITSP projects tie initiatives to quantitative or qualitative benefits to the organization and/or the community these agencies serve. Unparalleled in the IT industry in the US, 98.2% (167 out of 170) of ITSPs we have presented to leadership teams and elected officials have been approved and funded, an unparalleled statistic by any firm of any size in the US. The figure on the following page illustrates a partial list of successful ITSP projects we have carried out, indicating the comprehensiveness of our approach. This is followed by customer reference information and customer testimonials. Section 5 References Page 214 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 57 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 5.1.1: Partial List of Government ITSP Projects This figure illustrates eighty- one (81) out of 170 government IT Strategic Plans ThirdWave has carried out over 33 years. To our knowledge, our track record of approved, funded and implemented ITSPs is unmatched in the United States. Page 215 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 58 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 5.2 Client References 5.2.1 City of Ventura: Information Technology Strategic Plan & Roadmap Ivijan Day, MPP Management Analyst II Finance and Technology City of Ventura 805.654.7733 iday@Cityofventura.ca.gov Duration: November 5, 2020 – June 10, 2021 Customer Reference: 06.25.2021 Ivijan Day Management Analyst II City of Ventura 501 Poli Street Ventura, CA 93002 To whom it may concern: The City of Ventura highly recommends working with ThirdWave Corporation for any Information Technology related strategic projects. ThirdWave helped the City successfully complete the first comprehensive Citywide Information Technology Strategic Plan. This five-year plan was approved by our City Council and acts as a living document that can be adjusted annually by the IT Governance Committee. The plan articulates a vision and a roadmap for the effective use of technology, and I am confident that this plan and the work completed by ThirdWave will help support the complex work of the City. The plan was developed in close collaboration with the City Departments and ThirdWave. It was a pleasure working directly with Roy Hernandez from ThirdWave on this project and other City staff members had an extremely positive experience working with Roy throughout the duration of the project. The project was completed 100% remotely due to the pandemic and the overall communication and coordination from Roy and his team was excellent, which is incredibly important when working and collaborating on such a critical project. Throughout the project, Roy was also extremely knowledgeable about Information Technology systems and software and incredibly skilled in strategic planning as well as project management. The final Strategic Plan produced by ThirdWave exceeded all expectations and I am certain that any organization can benefit tremendously from working with ThirdWave. Page 216 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 59 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Please do not hesitate to reach out to me directly (805) 654-7733 if you have any questions. It was truly a great experience working with ThirdWave on this project and I am happy to discuss further. Sincerely, Ivijan Day Management Analyst II City of Ventura 5.2.2 City of Berkeley: Digital Strategic Plan & Roadmap Savita Chaudry (former CIO, now at City of Fairfield) Director, Department of IT Finance Department/General Services Division City of Berkeley 2180 Milvia Street, 3rd Floor Berkeley, CA 94704 707.428.7582 schaudhary@fairfield.ca.gov Duration: May 2016 – October 2016 Customer Reference: December 1, 2020 To Whom It May Concern: I am writing to recommend the services of ThirdWave Corporation (“ThirdWave”). The City of Berkeley has worked directly with Roy Hernandez and his team at ThirdWave since 2016 on multiple large Citywide and department level projects. Briefly, these projects include: 1. Needs Assessment and Project Management Services for the City’s Enterprise Resource Planning (ERP) software and neighboring applications— discovery, business requirements, RFP development, and vendor analysis 2. Established a five-year Digital Strategic Plan for the City of Berkeley 3. Established a Technology Service Fund for the City’s IT Department 4. Training and certifying City staff to use the Rapid Workflow® methodology Each of these projects were high-priority, high-risk, and overdue at the City of Berkeley. ThirdWave delivered their services on schedule and on budget, and consistently exceeded the scope of work to ensure the City received clear documentation, accurate feedback, and quality analysis in support of each project. This included as many in-person one-on-one meetings as the City needed, late- night phone calls to review RFPs and business analysis documentation, as well as in-person support at our City Council meetings. Page 217 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 60 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F The five-year Digital Strategic Plan that ThirdWave produced was not your average mission statement and SWOT analysis, but an invaluable artifact that documents actionable technology projects, their timeline, and estimated budget. The City was able to use this breakdown developed by ThirdWave to transparently request funding and provided a structure by which we can provide updates to our community. The Rapid Workflow® methodology used and taught by ThirdWave is also highly effective. After experiencing Roy’s fluid and clear Rapid Workflow® sessions, he seamlessly taught our staff how to execute the Rapid Workflow® methodology to document business, technical, and functional solution requirements. To this day, staff continues to save the City thousands of dollars across multiple large Citywide projects by defining their requirements before procuring technology solutions, and we continue to bring back Roy to certify new IT staff in the Rapid Workflow® methodology. The most critical component of ThirdWave’s value to the City is the collaborative relationship they were able to create with our departments. Roy and his team at ThirdWave were and continue to be responsive to the City’s specific needs. ThirdWave has not only completed a successful scope of work with the City of Berkeley, and has become a trusted resource and partner with the City of Berkeley. Thank You! Sincerely, Savita Chaudhary Director of Information Technology City of Berkeley 5.2.3 Golden Gate Bridge Highway & Transportation District: IS Strategic Plan & Roadmap Fang Lu CIO Golden Gate Bridge 915 I Street, 3rd Floor Sacramento, CA 95814 MMacGunigal@Cityofsacramento.org 916.808.7998 Duration: March 15 – July 15, 2020 Customer Reference: To Whom it may concern: ThirdWave performed an IS Strategic Plan for GGB and completed the work on time and on budget. The initiative took 5 months during the COVID-19 pandemic and a lot of things changed. Roy, ThirdWave consultant, was not able to travel on site during the lockdown. This would normally have caused issues or challenges, but looking back, none of this affected the project. The team sustained the work Page 218 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 61 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F quality, made sure of their availability, achieved great engagement with GGB staff, and delivered a great outcome. Overall, it was a great success. Plan was adopted by the GGB eTeam as of July 15th, 2020. As the GGB CIO, I was extremely impressed with the work ThirdWave delivered. Quality of the work product All together ThirdWave delivered a total 152 pages of two volumes of GGB IS Strategic Plan, another 55-page booklet for Rapid Workflow Diagrams, one comprehensive spreadsheet for all IS projects, 5-year prioritization and funding needs, and a 37-slide presentation. The amount of work was tremendous. All products were high quality and all information was captured thoroughly and accurately from a series of activities: a GGB District-wide survey, 8 management interviews, 4 IS focus group workshops, and 18 Rapid Workflow workshops. Everything in the documents is backed up with detailed information provided by District staff – from the executive level to SMEs. Information was documented, organized and graphically analyzed where appropriate. This made it easier to read and understand what the information means. The tremendous number of details captured in the Plan are also helpful for seeing where the analysis and recommendations came from. I’ve received positive comments from the GGB eTeam executives for the rigorous methodology ThirdWave used and the outcome. We now have a good Plan and a guideline for IS to march down the road in the next 5 years. Rapid Workflow® Process Mapping Overall ThirdWave conducted 18 Rapid Workflow® workshops for GGB. 34 staff attended these workshops with 64 attendances that many attended more than one. The workshops were extremely helpful for understanding the business’ ask. They captured ‘as-is’ business processes for business requests that weren’t captured before. We now have a booklet that anytime down the road any of us can refer to for any of those processes. Detailed impact and benefits were discussed and documented, which can help conduct a future ROI analysis if needed. Staff was very engaged through the exercise. The Rapid Workflow® methodology is a thorough and mature process. It does the legwork for future IS work based on identified requirements. The data collected paves the road for either an RFP or initiating a project. What staff liked about it, other than the fact that they felt heard during the exercise, was that they didn’t have to do any pre-work or after-work for these workshops. It usually takes 5-10 minutes for people to be fluent with it, but it was quite natural. 16 out of 18 workshops were finished on time and wrapped up successfully. Two needed follow-ups, mostly because of additional areas that needed to be addressed. Overall, the Rapid Workflow® process mapping was an effective methodology and a big help for me and IS to understand the Business’ ask, and a big help to business units for documenting and organizing their requirements. Project Management, Communication and Coordination Being the CIO of GGB, I saw the need for me to take on the role of the Project Manager for the IS Strategic Plan. Working with Roy through the whole exercise Page 219 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 62 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F I’d say that I like what I’ve seen for how Roy and ThirdWave managed the project and conducted their communication and coordination. The ThirdWave team is very responsive. The team came up with a thorough project timeline, and did a good job following the timeline. All communications were professional and well thought out. Roy does a great job managing and facilitating meetings and workshops. My IS team is very vocal and has a lot of thoughts and feedback, which I appreciate. Roy handles his interactions very well which is not always easy. It all comes from his decades of years of experiences. Keeping the project on schedule The ThirdWave team, and Roy, did a good job keeping the project on schedule. With the big impact of the COVID-19 pandemic, the project finished only 2 weeks later than the original timeline. The quick turnaround time and a lot of after-work- hours and weekend time from Roy and Amy, Business Analyst, definitely contributed to the on-time delivery of work. This is one of the best delivered projects I’ve seen and a great relationship I’ve built with Roy and Amy, working together through this project. I enjoyed working with them. The team is flexible, responsive, and professional. Roy provided a lot of great input for me for all things considered with strategic planning. I was able to leverage their decades of experiences and make decisions on how to move forward with GGB IS in a great manner. I also appreciate that Roy always provides a well-balanced input and feedback when I discussed GGB IS challenges with him. This helped me form a good vision and strategy leading the IS team and delivering the best service to District customers. I’d definitely recommend this firm and the team to my industry peers and other organizations. Fang Lu | Chief Technology Director Golden Gate Bridge, Highway & Transportation District flu@goldengate.org 5.2.4 City of Costa Mesa: IT Strategic Plan & Roadmap Steve Ely Information Technology Director Information Technology City of Costa Mesa 77 Fair Drive, Costa Mesa, CA 92626 714.7544891 steve.ely@costamesaca.gov Duration: April 2018 – April 2019 Customer Reference: Page 220 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 63 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F August 13, 2019 To whom it may concern: Please allow this letter to serve as my recommendation for Roy Hernandez and his company, ThirdWave Corporation. It was a genuinely pleasurable experience working with ThirdWave. For the past year, Costa Mesa IT department has worked with ThirdWave Corporation to assist us with the department’s strategic plan initiative. ThirdWave’s strategic planning experience made it a very reliable partner for us. The IT Department looked for a provider that would assist us in writing a strategic plan. Among the vendors that could possibly meet our needs, the IT department selected ThirdWave through a request for proposal process. As expected, ThirdWave brought expertise in strategic planning and project management. Part of the project was to hold Rapid Workflow workshops to gather mission critical business functions for each City department. Over thirty business process- modeling workshops were held with each stakeholder to capture our business and service delivery challenges, and to highlight where we could improve through policy change. With this book of processes, all departments will be able to articulate our business and technical functions for any subsequent projects. ThirdWave remained flexible through the entire information gathering process. As workshop dates and times changed, ThirdWave was able to work with other departments to fill the gaps. I highly recommend ThirdWave Corporation for your Strategic Planning initiatives. The IT department of the City of Costa Mesa had an excellent experience with them. The strategic plan will be a blueprint of IT initiatives for many years to come. Sincerely, Steven Ely Information Technology Director 5.2.5 City of Pasadena: Digital Strategic Plan & Roadmap and Refresh Phillip LeClair Chief Information Officer Department of Information Technology City of Pasadena 100 North Garfield Avenue, N123 Pasadena, CA 91109 Duration: Digital Strategic Plan Refresh July 2017 - Jan. 2018 Original Digital Strategic Plan 2011 Page 221 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 64 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Customer Reference: To Whom it May Concern: The City of Pasadena engaged with ThirdWave to conduct a technology needs assessment and develop a comprehensive 5-Year IT Strategic Plan. The project was completed successfully, on-time and on-budget. The project steering committee, which included a cross section of City department heads and the City Manager’s office were happy with ThirdWave’s performance and thoroughly impressed with the amount of work completed and associated documents produced from the engagement. No formal changes were made to the original contract. ThirdWave was able to meet the City’s aggressive time schedule. Additional assessment and analysis work were added under a separate agreement, including additional Rapid Workflow sessions and an evaluation of IT staffing levels. Roy Hernandez was the face of the project and worked with the project steering committee exclusively. Frank De Windt participated in many of the Rapid Workflow sessions and individual interviews. Other ThirdWave staff participated behind the scenes and were not typically on-site. Overall, the project committee was thoroughly impressed with Roy and Frank’s depth and breadth of technology knowledge and experience and were beyond satisfied with their service. The IT Strategic Plan offered by ThirdWave is different than a typical IT Strategic Plan in that it produces actionable projects and initiatives centered on delivering value to the departments/agencies of your organization. The Rapid Workflows will be one of the most valuable artifacts produced because it shows the current state of your business processes from end-to-end and is a necessary step in any business process transformation. We wish we could hire Roy and ThirdWave to be on staff with our City permanently. Since the original engagement we have brought ThirdWave back to conduct additional Rapid Workflow sessions and help our customers define their requirements before acquiring technology solutions. Roy Hernandez and the entire ThirdWave staff were professional, detailed and insightful throughout the engagement. Use the Rapid Workflow® process everywhere you can to document business processes from a business centric view. The sessions encourage cross functional collaboration, uncover immediate improvement opportunities, potential technology solutions and benefits. Phillip Leclair Chief Information Officer City of Pasadena Page 222 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 65 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Additional Follow-up Projects Our partnership with the City of Pasadena (which began in 1999 to redesign the City’s Website) continued after completing the City’s Digital Strategic Plan. 1. Pasadena Water & Power DSP (2013) Due to our outstanding performance, ThirdWave has been awarded a second contract to produce a DSP for the Pasadena Water & Power. 2. City of Pasadena Enterprise Content Management System Requirements & RFP Development (2012) ThirdWave was retained to articulate functional and technical content management requirements for all City departments. This project included the development of an enterprise taxonomy culminating in the production of a Request for Proposal for an Enterprise Content Management System. 5.2.6 City of Sacramento: Digital Strategic Plan & Roadmap and Refresh Maria MacGunigal Ignacio Estevez CIO Project Manager 915 I Street, 3rd Floor 915 I Street, 3rd Floor Sacramento, CA 95814 Sacramento, CA 95814 916.808.7998 916.808.7349 MMacGunigal@Cityofsacramento.org IEstevez@Cityofsacramento.org Duration: April 30 – May 30, 2020, DSP Refresh April 20, 2016 – November 20, 2016, DSP Refresh October 15, 2013 – July 2014, original DSP Customer Reference: June 2, 2014 To Whom it may concern, ThirdWave recently completed the development of the City of Sacramento's Digital Strategy that serves as the framework for how technology services will be managed and delivered throughout City. ThirdWave was selected for this project over three other proposals due to their comprehensive project management methodology and information gathering approach, 25 years of experience in developing strategic plans, and past proven track record with other City of Sacramento projects. Included under the project were 30 business process workshops, IT focus groups, executive management interviews, IT staff skills assessment, and on-line staff survey. Working under an aggressive timeline, ThirdWave delivered the project on-time and exceeded project expectations. Among the several information gathering exercises performed by ThirdWave, their patient Rapid Workflow® business process workshops were instrumental in providing a self-contained assessment of specific business challenges that addressed problems, impacts, solutions and Page 223 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 66 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F benefits. This unique process helped identify business inefficiencies that formed the basis of the Digital Strategy recommendations and technology initiatives to address these issues. ThirdWave’s unmatched data driven process and technical experience provided a foundation for supporting the formal project recommendations and implementation plan developed from the project. In summary, I am extremely pleased with the services provided by ThirdWave. Their vast experience in developing organizational IT strategic plans came shining through in delivering an exceptional product that the City will benefit from for years to come. Roy, you and ThirdWave team are truly remarkable and have been a pleasure to work with. Thank You! Sincerely, Maria MacGunigal Chief Information Officer City of Sacramento Additional Follow-up Projects 1. Digital Strategic Plan Five Year Refresh (2020) The purpose of the City of Sacramento Digital Strategic Plan (DSP) 5-Year Refresh project is to apply metrics for a post implementation assessment of performance, accomplishments and progress made since 2014 when the initial DSP Refresh was carried out. The DSP Refresh assessment examined the following: 5-Year DSP Initiatives Planned Vs. Actual: Years 3, 4, and 5 Projects completed by City Goals Projects by Dollar Size Long-term strategic accomplishments 2. Enterprise Cashiering Functional & Requirements Definition (2020) ThirdWave was retained to carry out a series of Rapid Workflow® process modeling workshops to articulate functional and technical requirements for an Enterprise Resources Planning RFP to standardize the numerous and disparate cashiering systems used at the City. Business process assessed included the following: 1. Finance Taxes & Payment Permit 8. Animal Care Animal Licenses & Adoptions 2. CDD Building Permits Cashiering 9. Convention Cultural Services Events 3. City Clerk Commission Cashiering 10. Fire Department Weekly Deposit 4. Sacramento Marina 11. Department of Utilities Utility Bill Payment 5. Police Records Cashiering 12. Public Works Parking Cashiering 6. Finance Ticketing 7. Youth, Park & Community Enrichment Activision Child Care Registration 3. Digital Strategic Plan Two Year Refresh (2016) ThirdWave was retained to carry out a DSP Refresh, which is a post implementation performance assessment to gauge the City’s progress in the first two years of implementation. We were pleased to report to City executives and elected officials that the DMP implementation is one of the most successful ThirdWave has seen in the Page 224 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 67 ThirdWave 12100 Wilshire Blvd. Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F US in the last 10 years. The City’s IT organization and its operation have been reinvented, exceptional service delivery redefined, and dramatic cost savings realized. 4. 5 Mini-Digital Roadmaps (MDR) (2017-2018) ThirdWave carried out a series of detailed digital roadmaps using our patented methodology. These MDRs developed detailed business, functional and technical specifications for new Smart City/Internet of Things solutions. The following City departments were included in this project: 1. Community Development Department 2. Public Works 3. Utilities 4. Police Department 5. Fire Department Page 225 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 68 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F 6.1 Sample Documentation The following pages provide sample artifacts taken from various IT Strategic Planning projects for cities. The final deliverable is comprised of two volumes: Volume I, IT Strategic Plan, reflects the detailed findings of all project tasks along with actionable recommendations. Each ITSP provides a description of each initiative, the challenge, solutions, and justification for investing in the initiative. Volume II, ITSP Roadmap, provides a prioritized list of ITSP initiatives, a detailed timeline and a detailed 5-year budget estimate reflecting one-time hardware costs, one- time software costs, ongoing software maintenance costs, professional services costs, and City staff costs (if required). We have included representative samples from our ITSP projects, but not an entire plan. Staff Survey: The sample data below was gathered via an online Survey Monkey survey that allowed all City staff the opportunity to provide input on their perception of the City’s Information Technologies, their needs, and the IT organization’s ability to support the City’s needs. Section 6 Attachments Page 226 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 69 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F Figure 6.1.1: Staff Rating of Overall Condition of Information Systems Figure 6.1.2: Staff Rating of Most Needed IT Improvements Poor 6.60% Excellent 3.77% Very Good 40.57% Good 49.06% Page 227 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 70 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F Access to online services has become ubiquitous in everyday life, and constituents have come to expect the same from government. City staff were asked how they perceive the importance of providing online services to resident, business and visitors, not just information. The graphic below illustrates their responses. Figure 6.1.3: Staff Rating of Important for Website to Provide Online Services The figure below provides a high-level overview of the four technology support areas addressed in the IT Focus Groups. (The longest Gantt chart bar indicates the greatest challenge.) Figure 6.1.4: IT Staff Focus Group Problem Statement Dashboard IT Areas Qty. 1. Infrastructure 4 0 1 2. Hardware 7 2 4 3. Software 1 0 2 4. IT Services 14 0 0 Legend: Management Operational Technology Page 228 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 71 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F The figure below indicates that the most significant challenges identified by IT staff are in the area if IT Service Delivery, related to management issues. Figure 6.1.5: Management Interview Data: IT Staffing, Training & Budget Ratings Page 229 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 72 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F The management interview response below represents a summary of what the leadership team feels are the most significant technology challenges in the next 3 - 5 years. Figure 6.1.6: Management Team Technology Challenges Technology Challenges Qty. 1 Systems Integration/Interoperability 9 2 GIS 7 3 Trak-it 7 4 ECMS/RMS 6 5 Staffing 5 6 New Screens 3 7 Cayenta/Telestaff 2 8 City Website 2 9 FileMakerPro 2 10 IT Services/Projects 2 11 Laptops in the Field 2 12 PRA's 2 13 ProjectDox 2 14 Software Not User Friendly 2 15 Workflows 2 16 Data Analytics 1 17 Contract Management 1 18 Data Entry 1 19 Engaging the Community 1 20 Infield Reporting 1 21 Public Records Request 1 Page 230 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 73 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F The following provides a summary of responses provided by the City’s management team with regard to how important emerging technologies are to their organizations. Figure 6.1.7: Rating of Emerging Technologies Emerging Technologies Rating Digital Workforce/Workplace Very Important 9 Important 4 Somewhat Important 1 Not Important 0 Digital Services Very Important 11 Important 2 Somewhat Important 1 Not Important 0 Mobile Devices Very Important 8 Important 5 Somewhat Important 0 Not Important 1 Data Analytics Very Important 8 Important 3 Somewhat Important 1 Not Important 2 Internet of Things Very Important 4 Important 4 Somewhat Important 3 Not Important 4 Smart City Very Important 6 Important 5 Somewhat Important 3 Not Important 1 Page 231 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan – RFPIT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 74 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310. 806.9304 F The management interview responses below represent how the leadership gauges the staffing levels, knowledge and resource allocation of the IT department in meeting their departmental needs – currently and in the next 3 to 5 years. Figure 6.1.8: IT Staffing, Knowledge and Resources Allocation IT Service Levels Rating Adequateness of staffing levels Excellent 2 Very Good 3 Good 5 Satisfactory 2 Poor 3 Technical knowledge/training Excellent 4 Very Good 6 Good 3 Satisfactory 0 Poor 0 Budget/allocation of resources Excellent 3 Very Good 1 Good 4 Satisfactory 4 Poor 3 Figure 7.1.9 Sample Rapid Workflow® As-Is Business Process Map, on the following pages provides a sample As-Is business process model. This artifact illustrates the existing business process, process bottlenecks (Red Numbers), and narrative (Problem Statements, Impact Statements, Solutions and Benefits). This sample demonstrates the comprehensiveness of the Rapid Workflow® methodology in articulating detailed specifications for proposed Information Technology solutions. ThirdWave’s approach is the only method in the IT industry robust enough to produce technical specifications detailed enough to be used in expediting the development of Request for Proposal documents, a value-added feature of our IT Strategic Plan Roadmaps. Page 232 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 75 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 6.1.9: Sample Rapid Workflow® As-Is Business Process Map Page 233 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 76 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Page 234 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 77 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Page 235 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 78 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 6.1.10: Sample City of Costa Mesa ITSP Table of Contents City of Costa Mesa Information Technology Strategic Plan & Roadmap Table of Contents IT Strategic Plan & Roadmap: Volume 1 Findings & Recommendations Preface .................................................................................................................................... P1 Section 1 Executive Summary .......................................................................................................... 1 1.1 Information Technology Strategic Plan Vision ....................................................... 1 1.2 Project Goals & Objectives .................................................................................... 2 1.3 Project Approach & Methodology .......................................................................... 2 1.4 Information Technology Strategic Plan (ITSP) Findings ........................................ 3 1.4.1 Summary of Key Findings ...................................................................................... 3 1.4.2 Summary Key Recommendations ......................................................................... 4 1.4.3 IT Strategic Plan Roadmap Benefits ...................................................................... 6 Figure 1.4.3.1: ITSP Potential Benefits .............................................................................. 7 Section 2 Project Overview ............................................................................................................... 8 2.1 Project Background, Goal & Objectives ................................................................. 8 2.2 IT Strategic Plan Roadmap Project Approach ....................................................... 9 Figure 2.2.1: Comprehensive Project Methodology ........................................... 10 Figure 2.2.2: Comprehensive Project Framework .............................................. 11 Section 3 IT Strategic Plan Roadmap Findings ............................................................................ 12 3.1 Management Requirements Findings ................................................................. 12 Figure 3.1.1: Management Team Business Challenges .................................... 13 Figure 3.1.2: Management Team Technology Challenges ................................ 14 Figure 3.1.3: Emerging Technologies ............................................................... 15 Figure 3.1.4: IT Staffing, Knowledge and Resources Allocation ........................ 16 3.1.2 Summary of Management Interviews .................................................................. 16 3.2 IT Staff Focus Group Findings ............................................................................. 17 1: Infrastructure ................................................................................................... 17 2: Hardware......................................................................................................... 17 3: Application/Database Software ....................................................................... 17 4: IT Service Delivery Model ............................................................................... 18 3.2.1 Summary of IT Focus Groups .............................................................................. 19 Figure 3.2.1.1: IT Focus Group Problem Statement Dashboard ....................... 19 Figure 3.2.1.2: Overall Summary of IS Department Challenges ........................ 19 3.3 City Staff Online Survey ....................................................................................... 20 Figure 3.3.1: Rating of Overall Condition of Information Systems .................... 21 Figure 3.3.2: Staff Rating of Services Provided by the IT Organization ............ 22 Page 236 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 79 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 3.4 Online Constituent Survey ................................................................................... 23 Figure 3.4.1: Age of Community Participants ................................................. 23 Figure 3.4.2: Social Media Usage ................................................................... 23 Figure 3.4.3: Customer Experience Rating ..................................................... 24 Figure 3.4.4: Importance of Online Services ................................................... 24 3.5 Leading Technology Initiatives............................................................................. 25 Figure 3.5.1: Enterprise Initiative Matrix ........................................................ 25 Figure 3.5.2: Management Policies & Process Improvements ..................... 26 Figure 3.5.3: Infrastructure & Hardware Requirements ................................ 27 Figure 3.5.4: Departmental Software Requirements ..................................... 28 Figure 3.5.5: Enterprise Software Requirements .......................................... 29 Figure 3.5.6: E-Government Requirements .................................................. 30 3.6 ITSP Initiatives .................................................................................................. 31 Figure 3.6.1: ITSP Technology Initiatives (Not Prioritized) ........................... 31 Section 4 ITSP Roadmap Recommendations ............................................................................... 33 4.1 Introduction to the ITSP Roadmap Recommendations ....................................... 33 4.2 Information Technology Strategic Roadmap Initiatives ....................................... 34 4.2.1 Technology Recommendations ........................................................................... 34 I Infrastructure ........................................................................................... 34 I 1 Wi-Fi Master Plan ................................................................ 34 I 2 Telephone System .............................................................. 36 HW Hardware: Servers, Desktops, Mobile Devices, Peripherals .................. 36 HW 1 Police In-Car Video ............................................................. 36 HW 2 Public Services: Parks & Community Services 2-Way Radios ................................................................................ 37 HW 3 Police Mobile Data Computers ............................................ 38 HW 4 Video Cameras .................................................................... 38 D SW Departmental Software ........................................................................... 39 D SW 1 Parks, Parks & Recreation Application ............................... 39 D SW 2 Public Services, Adopt Asset Works for Vehicle Services .. 41 D SW 3 Code Enforcement, Code Enforce. Compliant Application . 43 D SW 4 Police, Learning Management Application .......................... 45 D SW 5 Special Events Application .................................................. 45 D SW 6 Parks & Community Services, Park Facilities Mapping ...... 46 D SW 7 Development Services, Land Management System] .......... 46 E SW Enterprise Software ................................................................................ 47 E SW 1 ERP Finance ....................................................................... 47 E SW 1.1 ERP: General Accounting Module ..................................... 47 E SW 1.2 ERP: Accounts Receivables Module ................................... 48 E SW 1.3 ERP: Accounts Payable Module ......................................... 50 E SW 1.4 ERP: Budget Module ........................................................... 52 E SW 1.5 ERP: CIP Module ................................................................ 55 E SW 1.6 ERP: Cashiering Module ..................................................... 58 E SW 1.7 Year End Closing & Financial Reporting ............................. 60 E SW 2 ERP: Purchasing Module .................................................... 61 Page 237 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 80 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F E SW 3 ERP: Store Inventory Module .............................................. 64 E SW 4 HR ....................................................................................... 65 E SW 4.1 ERP: HR Payroll Module ..................................................... 65 E SW 4.2 ERP: HR Hiring Module ....................................................... 68 E SW 4.3 ERP: HR Benefits Module ................................................... 70 E SW 4.4 ERP: HR ID Card Printing Application ................................ 72 E SW 5 ERP: Fixed Asset Management .......................................... 72 E SW 6 ERP: Fleet Management Module ........................................ 76 E SW 7 ECMS .................................................................................. 78 E SW 7.1 ECMS Deployment Strategy & Taxonomy ......................... 78 E SW 7.2 ECMS Backfile Conversion ................................................. 79 E SW 7.3 ECMS Workflow Automation ............................................... 80 E SW 7.4 ECMS Records Management / E-Discovery ....................... 81 E SW 8 Public Records Requests .................................................... 83 E SW 9 Agenda Management Application ....................................... 85 ESW 10 Public Service Request Application .................................... 87 ESW 11 Construction & Demolition Application ................................ 89 ESW 12 Enterprise GIS ..................................................................... 92 E G 13 Smart City/Internet of Things............................................... 94 E G 13.1 E-Government Applications ................................................. 95 Figure 13.1.1: Web Technologies for Enhancing Customer Service ................................................................ 95 Figure 13.1.2: Importance of Online Services ....................................... 95 Figure 13.1.3: Importance of Providing Online Services ....................... 96 E TECH Enterprise Architecture ........................................................ 97 E TECH 1 Cloud Solutions/Cloud Services Broker Policies ................. 97 4.2.2 Operational Recommendations ........................................................................... 98 O IT Operational Improvements ................................................................. 98 O 1 PC/Mac Support ...................................................................................... 98 O 2 Fiber Backbone ....................................................................................... 98 O 3 Disaster Recovery Plan .......................................................................... 99 O 4 Business Continuity Plan ...................................................................... 100 O 5 Physical Security Assessment .............................................................. 100 O 6 Cyber Security Assessment .................................................................. 101 O 7 Project Management ............................................................................. 101 O 8 Ongoing End User Training .................................................................. 102 Page 238 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 81 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F 4.2.3 Management Recommendations ....................................................................... 103 M Management ........................................................................................ 103 M 1 IT Organization and Operational Model ................................................ 103 Figure M 1.1: Existing City IT Organization Chart ............................... 104 Figure M 1.2: Adequateness of IT Staffing ......................................... 105 Figure M.1.3: Proposed IT Organization .............................................. 107 M 1.1 IT Organization Benchmarking ............................................................. 109 Figure M.1.4: IT Staffing Benchmark ................................................... 109 Figure M.1.5: IT Staffing Benchmarked Cities ..................................... 110 M 2 IT Governance ...................................................................................... 111 Figure M 2.1: Existing IT Governance Process ................................... 112 Figure M 2.2: Proposed IT Governance ............................................... 113 M 3 Change Management ........................................................................... 114 Figure M 3.1: Proposed IT Change Management Model .................... 115 Section 5 Appendix ........................................................................................................................ 117 5.1 Land Management System, Procurement in Progress ...................................... 117 5.1.1 Developmental Services, Building Division, Plan Check ................................... 117 5.1.2 Development Services – Inspections ................................................................. 119 5.1.3 Public Services – Entitlement Process .............................................................. 122 5.1.4 Fire & Rescue Building Permit ........................................................................... 127 5.2 Glossary of Terms .............................................................................................. 129 Page 239 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 82 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 6.1.11: ITSP Roadmap 5 Year Estimated Investment Page 240 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 83 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 6.1.12: Sample 5 Year ITSP Roadmap NO TYPE DSP INITIATICE MO Phase 1 1 D SW 4 Automatic Server Patch Management 1 2 E SW 1 Enterprise Core Data Model 6 3 E SW 5 Business Intelligence 6 4 E SW Data Warehouse 6 5 HW 6 Implement Printer Consolidation 6 6 EG 2.2 E-Signature Requirements 3 7 E SW 6 eCAPS Enhancements & Interface Dev. 6 8 E SW 9 eCAPS Billing / AR (Invoice) Module 4 9 E SW 7 eCAPS Accounts Payable Module 6 10 E SW 8 eCAPS Benefits (Separation) Module 6 11 E SW 11 eCAPS Contracts Module 6 12 E SW 13 Consolidate Work Order Management 6 13 E SW 15 Asset Management Systems 6 14 E SW 20 Implement Automated Workflow (ADRS) 4 15 E SW 16 Inventory Management System 6 16 E SW 28 eCaps Deal Management 6 17 ITS Trainimg Plan Development Program NA 18 EG.2.1 Web Enhancements / Portal 5 19 EG 2.10 Online Payment / Cashiering Requirements 6 20 I 1 Wi-Fi Expansion 4 21 ITS Digital Innovation Team (4 FTEs) NA Phase 2 1 E SW 19 Records Management Rules CCM 4 2 E SW 23 Collaboration (Replace E-Room) 3 3 E SW 4 InforEAM / 7i Upgrade / Enhance 3 4 E SW 3 Multi-Departmental Self-host Accela 2 5 EG 2.2 E-Signatures 3 6 E SW 21 Implement E-Forms 4 7 I 1 Wi-Fi Expansion 6 8 E SW 22 Implement E-Signatures 3 9 E SW 14 Enterprise Work Order, Asset, Inventory System 6 10 I 2 Smarter City Fiber 6 11 EG 1.1 Remote Access Mobile Workforce (PD.FD) 3 12 EG 2.10 Online Payment / Cashiering Solution 6 13 EG 2.5 Online Business Tax Payments 6 14 EG 2.6 Online Off Street Parking Payment 6 15 EG 2.7 Online Major Taxes Payments 6 16 EG 2.8 Online Business Permit Payment 6 17 EG 2.9 CDD: Online Plan Checks / Permitting 6 Phase 3 1 D SW 10 Public Works: Off St Parking (Replace S&B) 6 2 E SW 12 Transfer Tax Automation 6 3 D SW 5 Parks & Rec Case Management 6 4 HW 2 Mobile Computing (Hardware) 3 5 D SW 11 Public Works: Traffic Control Permits 6 6 E SW 10 eCAPS Module Expansion (Purchasing) 6 7 I 1 Wi-Fi Expansion 4 8 EG.1.4 Fire Prevention Automation 3 9 D SW 3 Fire Inspection Automation 3 10 D SW 13 Online Payments Public Works 5 Phase 4 1 E SW 24 Enhance Support / Reporting (311, eCaps) 3 2 E SW 25 Improved Mobile / Cell Phone Management 3 3 EG.1.5 Web-enabled EBMS (Event Management) 5 4 EG 2.4 Online Alarms & Permits Payments 6 5 EG 2.11 Fire Dept.:Online Business Inspec. Schedule 4 6 EG 2.12 Fire Dept.: Disaster Web Response 4 8 I 1 Wi-Fi Expansion 4 9 I 7 Manage & Leverage Mobility - Air Cards 3 10 I 10 Replace T1 Lines (Fire, PD) 6 11 E SW 17 Imaging / Capture 3 12 E SW 18 Expand Document Management Digitization / CCM 3 Phase 5 1 HW 7 Update Radio Systems and MDCs 6 2 D SW 12 Public Works: GIS Track Utility Cuts 6 3 EG.1.6 Fire: Operative IQ - Expand Use 3 4 I 8 Improve Slow Remote Dial Up Connections 3 5 I 9 Improve Slow Internet Connections 3 7 E SW 26 Enterprise Electronic File Transfer 3 8 E SW 27 Staff Scheduling Software 3 9 HW 4 Update City-wide AV inventory 3 10 D SW 7 Parks & Rec.: Central Irrigation. Control 3 11 D SW 8 Parks & Rec.: GPS in Maintenance. Vehicles 3 12 D SW 9 Police: Versadek APD (Property Disposition) 6 13 HW 3 Bar Code Scanners 3 PHASE 1 PHASE 2 PHASE 3 PHASE 4 PHASE 5 Page 241 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda IT Strategic Plan City of Chula Vista January 24, 2023 Proposal © 2023 84 ThirdWave 12100 Wilshire Blvd., Suite 800 Los Angeles CA 90025 310.804.7565 V 310.806.9304 F Figure 6.1.13: Sample Summary of Projected ITSP 5-Year Investments for Elected Officials Page 242 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 243 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 Regards, Paul Henkin San Diego Union Tribune Opinion: 'Smart Streetlights' are not a tool. They lay the groundwork for dystopian surveillance. Opinion by Lilly Irani • 3h ago Irani is an associate professor at UC San Diego and an organizer with Tech Workers Coalition who lives in San Diego. “Smart streetlights” — a network of pole-mounted artificial intelligence-powered cameras and microphones — are not just a tool. They do not even provide light. They comprise an infrastructure that, once in place, makes pervasive and dystopian surveillance just a system upgrade away. A recently proposed $4 million deployment would place the system all over San Diego, and The San Diego Union-Tribune found the planned placements would fall disproportionately in Black and Brown communities. At community meetings, San Diego Police Department staff pitched the public on its vision of video and automated license plate reader surveillance. But if you want to know what data technology can really do, go where the companies and public agencies are not trying to convince the community but are selling the future to clients. A webinar by Ubicquia, the company selling San Diego this system, tells a much more expansive story about the capabilities of the camera system than the story city staff told residents at community meetings in March. 24/7 video recording in public space that scan every car that goes by? Check. Automated license plate readers? Check. These technologies alone are expensive ways to exact “justice” after harm has already been done while investing nothing in violence prevention or repair. Page 244 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 Automated license plate readers would turn San Diego streets into automated law enforcement checkpoints, profiling us as we move throughout the city. For undocumented friends and neighbors, this intensifies the terror of reaching school, work or the doctor as automated eyes search for plates. The California Values Act (Senate Bill 54) — which took effect in 2018 and was intended to limit local and state law enforcement collaboration with federal immigration agencies — offers little comfort when San Diego Police Department policies and insufficient officer discipline have failed to prevent police collaboration with federal immigration enforcement. But the city’s proposed video and automated license plate reader deployment pales in comparison to other capabilities these “smart streetlights” would smuggle in. Ubicquia’s system — the one city leaders want — comes with artificial intelligence that promises to learn and “detect” what is unusual under its automated gaze. This feature is advertised on the company website and in its webinar, though not mentioned in the city’s surveillance impact report. In the webinar, one partner pitched the feature at detecting new crowds or cars doing donuts (ignoring that people can simply call the police, no automation needed, should they feel threatened by such happenings). [They seem to prefer a subcontractor now, but Ubicquia's stilll involved.] However, as a computer scientist, I fear that UbiHub’s AI has the pitfalls of much artificial intelligence in producing glitchy results and racism at turns. What could possibly trigger an alert for looking atypical to the camera? A kid walking down the street wearing a weird costume. A bicyclist braving a road dominated by cars. A Black family entering a park in a predominantly White neighborhood. Being atypical should not make someone a target. AI really just makes statistical guesses based on what it has already seen. “Unusual object” detection seems confused at best and racist at worst. Page 245 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 [And you'd still need extra infrastructure to verify the data, testify in court, and possibly pay out millions in damages or settlements.] The UbiHub system also lays the groundwork for widespread facial recognition. The proposed system does not come with facial recognition out of the box, but once the nodes are in place, the city can add the functionality. Facial recognition is already used in cities in Britain and beyond. SANDAG also provided facial recognition devices to regional law enforcement agencies before a California moratorium on the technology forced them to stop in 2019. If San Diego officials want to track our cars using automated license plate readers, why would they stop short of tracking our faces in the future as well? Though 17 U.S. cities in the country have some sort of face recognition ban in place, San Diego is not one of them. In addition, the proposed UbiHub deployment puts our data and our fate into the hands of a private company. In 2020, the city of San Diego learned that it could not turn off our old Ubicquia-owned streetlights. The company told the city that it would have to write new code to turn the surveillance off, and it would only do so if the city paid up. As Ubicquia looks for ways to grow investors’ profits, it faces pressure to monetize our data in new ways — whether by selling the city new creepy features like those described above, or finding ways to make our data valuable to other clients. UbiHub is not simply a crime-fighting tool. It is a full-blown infrastructure that comes with a worldview of automating and expanding surveillance with every system upgrade. Worse, the system is designed and controlled by a private company with every incentive to stoke civic fear so it can sell high-tech promises. The Privacy Advisory Board meets to question the city about this technology at 5:30 p.m. Thursday, April 27, in San Diego City Hall, 202 C St. Members should consider not only the technology uses proposed but also the futures it brings alarmingly near. San Diego needs to invest in infrastructures, but not ones that lay the train tracks to dystopia. This story originally appeared in San Diego Union-Tribune. Page 246 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Contract Award and Appropriation: Award a Public Works Contract to Sancon Technologies, Inc. for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” Project and Appropriate Funds for that Purpose Report Number: 23-0246 Location: Citywide Department: Engineering Environmental Notice: The Project qualifies for a Categorical Exemption pursuant to the California Environmental Quality Act State Guidelines Section 15301 Class 1 (Existing Facilities), and Section 15302 Class 2 (Replacement or Reconstruction). Recommended Action Adopt a resolution 1) awarding a public works contract to Sancon Technologies, Inc. for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project in the amount of $298,045, and 2) appropriating Sewer Facility Replacement funds to cover the projected costs of the construction phase of the project. (4/5 Vote Required) SUMMARY On August 2, 2023, the Director of Engineering and Capital Projects received three (3) sealed bids for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project. After review of the bids, staff recommends awarding a public works contract to the lowest responsive and responsible bidder, Sancon Technologies Inc. Adoption of the resolution would: 1) accept bids; 2) appropriate $347,600 from the available balance of the Sewer Facility Replacement fund to the Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320) project; and 3) award the public works contract for the construction phase of the project to Sancon Technologies Inc. in the amount of $298,045. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Categorical Exemption pursuant to State CEQA Guidelines Section 15301 Class 1 (Existing Facilities), and Section 15302 Class 2 Page 247 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 (Replacement or Reconstruction) because the proposed actions would not result in a significant effect on the environment, create a cumulative impact, damage a scenic highway, or cause a substantial adverse change in the significance of a historical resource. Thus, no further environmental review is required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION The “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project will primarily consist of the following improvements: Lining of existing sewer manholes. The SWR0314 & SWR0320 project contract includes a base bid of 38 sewer manhole lining locations and an additional list of 16 manhole locations. The appropriation will provide funds to complete the work for both the base bid locations as well as the additional list of locations. Bidding Process On June 30, 2023, Engineering and Capital Projects Staff advertised the project. Three (3) sealed bids were received on August 2, 2023. The submitted base bid totals from the prime contractors were as follows: Ranking Contractor Submitted Bid Amount 1 Mangano Design Engineering Permitting $95,000 2 Sancon Technologies, Inc. $298,045 3 SoCal Pacific Construction Corp. $309,082 The lowest bid for the project, submitted by Mangano Design Engineering Permitting, omitted all the required bid submittal documents. Staff determined that the bid submitted by Mangano Design Engineering Permitting is non-responsive and not eligible for project award. The bid submitted by Sancon Technologies, Inc. of $298,045, is approximately 30% above the Engineer’s estimate of $229,000. Sancon Technologies, Inc. currently holds an active Class A General Contractor License (License No. 774055). Staff recommends accepting bids, awarding the public works contract for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project to the lowest responsive and responsible bidder, Sancon Technologies, Inc., and appropriating $347,600 in Sewer Facility Replacement funds to cover the projected construction costs as shown in more detail below. Disclosure Statement Attachment 1 is a copy of the Contractor’s Disclosure Statement. Wage Statement The Contractor that is awarded the contract and its subcontractors are required to pay prevailing wages to persons employed by them for work under this contract. The prevailing wage scales are those determined by the Director of Industrial Relations, State of California. Page 248 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 DECISION-MAKER CONFLICT Staff has reviewed the property holdings of the City Council members and has found that Councilmember Carolina Chavez has property holdings within 1,000 feet of the boundaries of the property which is the subject of this action. However, the decision solely concerns repairs, replacement or maintenance of existing streets, water, sewer, storm drainage or similar facilities, and the member’s property will not be affected disproportionately to other properties receiving the same services. Consequently, pursuant to California Code of Regulations Title 2, sections 18700 and 18702.2(d)(1)), this item does not present a real property- related conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware, and has not been informed by any City Council member, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT Previously appropriated Sewer Facility Replacement Funds totaling $242,000 are available to partially fund this project. Approval of this resolution will appropriate an additional $347,600 in Sewer Facility Replacement funds to CIP SWR0314 & SWR0320 to cover the remaining projected costs for the construction phase of the project, as well as construction management, and staff costs associated with oversight of the project. Sufficient fund balance is available for said appropriation. The following is a summary of the anticipated project costs and funding: FUNDS REQUIRED FOR CONSTRUCTION A. Contract Amount $298,045 B. Contract Contingency (Approx. 53%) $158,555 C. Construction Support (Approx. 44%) $130,000 D. Project Closeout (Approx. 1%) $3,000 TOTAL FUNDS REQUIRED FOR CONSTRUCTION $589,600 FUNDS AVAILABLE FOR CONSTRUCTION A. Sewer Facility Replacement – SWR0314 $40,000 B. Sewer Facility Replacement - SWR0320 $202,000 C. New Appropriation: Sewer Facility Replacement – SWR0314 $173,800 D. New Appropriation: Sewer Facility Replacement – SWR0320 $173,800 TOTAL FUNDS AVAILABLE FOR CONSTRUCTION $589,600 ONGOING FISCAL IMPACT Upon completion of the project, the improvements will require routine sewer manhole maintenance. Related expenses will be considered as part of the annual Sewer Service Revenue Fund budget process. ATTACHMENTS 1. Disclosure Statement Page 249 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 4 Staff Contact: William Valle, Director of Engineering and Capital Projects José Serrato, Senior Civil Engineer Page 250 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING BIDS, AWARDING A CONTRACT FOR THE “SEWER MANHOLE REHABILITATION – FY2019-20 & SEWER MANHOLE REHABILITATION – FY2020-21 (SWR0314 & SWR0320)” PROJECT TO SANCON TECHNOLOGIES, INC., AND APPROPRIATING FUNDS THEREFOR WHEREAS, Chula Vista Municipal Code section 2.56.160 authorizes the City to contract for public works; and WHEREAS, on June 30, 2023, the Department of Engineering and Capital Projects solicited bids for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project (“Project”) in accordance with Chula Vista Municipal Code Section 2.56.160(A); and WHEREAS, on August 2, 2023, the Director of Engineering and Capital Projects received three (3) bids for the Project; and WHEREAS, the lowest responsive bid for the Project was submitted by Sancon Technologies, Inc. in the amount of $298,045, which is higher than the Engineer’s estimate of $229,000 by $69,045 (or approximately 30%); and WHEREAS, staff has determined that the bid submitted by Sancon Technologies, Inc. is responsive in all material respects to the bid specifications and requirements, and that Sancon Technologies, Inc. is the lowest responsive and responsible bidder; and WHEREAS, staff recommends awarding the public works contract for the Project to Sancon Technologies, Inc. in the amount of $298,045. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it: 1. Accepts bids for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project. 2. Awards the public works contract for the “Sewer Manhole Rehabilitation – FY2019-20 & Sewer Manhole Rehabilitation – FY2020-21 (SWR0314 & SWR0320)” project to Sancon Technologies, Inc. in the amount of $298,045. 3. Appropriates $173,800 from the available balance of the Sewer Facility Replacement Fund to CIP SWR0314. 4. Appropriates $173,800 from the available balance of the Sewer Facility Replacement Fund to CIP SWR0320. Page 251 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Resolution No. Page 2 Presented by Approved as to form by William S. Valle Jill D.S. Maland Director of Engineering and Capital Projects/ Lounsbery Ferguson Altona & Peak City Engineer Acting City Attorney Page 252 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda CITY OF CHULA VISTA DISCLOSURE STATEMENT Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and all other official bodies of the City of Chula Vista (the "City"), a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City election must be filed. The following information must be disclosed: List the names of all persons having a financial interest in the property that is the subject of the applicatio or the contract, e.g., owner, applicant, contractor, subcontractor, material supplier. 09 2. If any person* identified pursuant to item one (1) above is a corporation or partnership, list the names of all individuals with a two thousand dollars ($2,000) investment in the business corporation/partnership) entity. N (A 3. If any person* identified pursuant to item one (1) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trust. tt/!Jq 4. Please identify every person, including any agents, employees, consultants, or independent contractors you have assigned to represent you before the City in this matter. N 119 5. Has any person* associated with this contract had any financial dealings with an official** of the City as it relates to this contract within the past twelve (12) months? Yes_ No X 69 21 QA_Profects1Sli'R0314 & 320 - MHRehab COMBOIBid PackagelSpecifications1100%.SpecsWVR0314&320_Pt 1 Specs_(FINAL)_2023.06.02.doc Rea3/3/1023 Page 253 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda If Yes, briefly describe the nature of the financial interest the official** may have in this contract. 6. Have you made a contribution of more than two hundred fifty dollars ($250) within the past twelve 12) months to a current member of the Chula Vista City Council? NoX Yes _ If yes, which Council member? Have you provided more than three hundred forty dollars ($340), or an item of equivalent value, to an official** of the City in the past twelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes _ No x If Yes, which official** and what was the nature of item provided? N /g Date: 7/27 /2023 H+.7Cun /Ec. QL041C-c /Nt Name of Company, Firm or Entity ignat ontractor/Applicant 94A^I 4ee-vv.riL'k- Print or type name of Contractor/Applicant 1KicS 06 C Title Person is defined as: any individual, firm, co -partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other 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, employee, or staff members. 22 Q:1_ProjectslSWR0314 & 320- MHRehab COMBOIBid PackagelSpecificationsll00% SpecsISWR0314&320_PI I Specs_(F1NAL)_2023.06.02.doca Rev.31112023 Page 254 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Agreements: Approve Agreements with Arcadis a California Partnership, HNTB Corporation, Iteris, Inc., and STC Traffic, Inc., to Provide On-Call Traffic Engineering & Intelligent Transportation Systems Consulting Services Report Number: 23-0225 Location: No specific geographic location Department: Engineering & Capital Projects Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Notwithstanding the foregoing, the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. Recommended Action Adopt a resolution approving On-Call Traffic Engineering & Intelligent Transportation Systems Consulting Services agreements with Arcadis a California Partnership, HNTB Corporation, Iteris, Inc., and STC Traffic Inc. for various capital improvement projects and other city projects. SUMMARY City staff has identified the need to enlist highly qualified consultants to assist in the planning , design, construction management/inspection, and/or implementation of traffic, transportation, general civil engineering, Intelligent Transportation Systems (ITS), telecommunications, and networking projects. ENVIRONMENTAL REVIEW The 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 the activity consists of approving on-call agreements, which does not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Notwithstanding the foregoing, it has also been determined that the activity qualifies for an Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act State Guidelines. Page 255 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 Thus, no environmental review is required. Although environmental review is not required at this time, once the scope of potential individual projects has been defined, environmental review will be required for each project, and the appropriate environmental determination will be made. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION Background An On-Call Traffic Engineering and ITS Consultant Services Agreement is intended to support and augment the City’s efforts in the successful planning, design, and implementation of complex traffic engineering and ITS projects throughout the city. The nature of the work required in the various elements of the Traffic Signal Communications Master Plan, Measure P transportation-related projects, certain Federally funded projects, and most Smart City applications is so specialized that it is necessary to utilize engineering firm(s) to complete these tasks in a manner that will meet and exceed today's standards and support City staff in delivering these projects in a timely manner. Council previously approved On-Call Traffic Engineering and ITS Consultant Services Agreements with four highly qualified consultants on May 15, 2018. This set of On-Call Agreements served the City by supporting staff in the effective planning, design, and/or construction (via construction support) of a number of projects including, but not limited to the design of fiber optic network expansion projects on Broadway, East H Street, and Main Street. In addition, the recently completed Measure P traffic signal -related project was also designed by an on-call consultant. These consultants have also supported a number of complex traffic signal operations tasks including oversight of the South Bay Rapid route along East Palomar Street and the one- way transit bridge over State Route 125. As a result, with Council’s approval, City staff intends to use these new On-Call Agreements and the highly qualified consultants associated with them to provide the specialized technical services the City needs in the areas of traffic signal communications, ITS, telecommunications, networking, traffic, and civil engineering. Consultant Selection Process In late September 2022, the City of Chula Vista requested proposals from qualified firms for Traffic Engineering and ITS Consulting Services in accordance with Chula Vista Municipal Code Section 2.56.110 and Caltrans Local Assistance Procedure Manual (LAPM). Note that by following Caltrans LAPM procedures, these on-call contracts may also be used to support City staff in the successful completion of City projects that are State and/or Federally funded. In late October 2022, a total of seven engineering firms submitted proposals pursuant to the Request for Qualifications (RFQ). The selection committee determined that all seven engineering firms were qualified to participate in the interview process. Therefore, in mid-November 2022, the Selection Panel interviewed the following seven firms and their respective team of sub-consultants: 1. Arcadis, a California Partnership (formerly IBI Group, Inc.) 2. General Technologies and Solutions (GTS) 3. HNTB Corporation Page 256 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 4. Iteris, Inc. 5. Kimley-Horn and Associates, Inc. 6. Linscott, Law & Greenspan, Engineers (LLG) 7. STC Traffic, Inc. In late November 2022, based on the selection rating criteria, interview, and procedure, the consultant selection committee, selected Arcadis a California Partnership (formerly IBI Group, Inc.), HNTB Corporation, Iteris, Inc., and STC Traffic, Inc. as the first ranked and most qualified firms. The On-Call Traffic Engineering and ITS Consultant Services Agreements with Arcadis a California Partnership, HNTB Corporation, Iteris, Inc., and STC Traffic, Inc. have a zero dollar minimum aggregate value and a total cumulative not-to-exceed amount of $10,000,000. Each consultant Agreement has a duration of two (2) years, from the date of contract execution with three (3) optional one (1) year extensions upon mutual agreement. In addition, with each contract extension, the City reserves the right to increase the not- to-exceed cumulative contract amount by $1,000,000, creating a potential maximum not-to-exceed cumulative contract amount of $13,000,000 over the fully extended five-year term. In order for the City to use these On-Call Agreements on State and/or Federally funded projects, the City must first request and receive acceptance of a Financial Document Review (FDR) of the selected consultants through the State of California Department of Transportation (Caltrans). As of this date, Caltrans has reviewed and accepted the FDR documentation for Arcadis a California Partnership, HNTB Corporation, and Iteris, Inc. The FDR document review for STC Traffic, Inc. has not been initiated. As a result, the execution of STC Traffic, Inc. On-Call Agreement is recommended to be deferred until the FDR review is complete and accepted by Caltrans. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Councilmembers do not cre ate a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware, and has not been informed by any City Councilmember, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT All fees for consultant services will be paid from funds already allocated in CIP, other City projects, or development funded projects. Fee schedules have been successfully negotiated with all four teams (prime and their subconsultants). The costs associated with delivering a project with the use of a consultant may increase as staff’s oversight would be required, in addition to the consultant fees. ONGOING FISCAL IMPACT There is no ongoing fiscal impact associated with the proposed action as consultant services will be paid from funds already allocated by the Capital Improvement Program projects requiring these services, other City projects, or development funded projects. Page 257 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 4 ATTACHMENTS 1. Agreement with Arcadis, a California Partnership to Provide On-Call Traffic Engineering and Intelligent Transportation Systems Consulting Services 2. Agreement with HNTB Corporation to Provide On-Call Traffic Engineering and Intelligent Transportation Systems Consulting Services 3. Agreement with Iteris, Inc. to Provide On-Call Traffic Engineering and Intelligent Transportation Systems Consulting Services 4. Agreement with STC Traffic, Inc. to Provide On-Call Traffic Engineering and Intelligent Transportation Systems Consulting Services Staff Contact: William S. Valle, Director/City Engineer, Engineering & Capital Projects Department Eddie Flores, City Traffic Engineer, Engineering & Capital Projects Department Page 258 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Form Rev 3/6/2023 RESOLUTION NO. __________ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING ON-CALL TRAFFIC ENGINEERING & INTELLIGENT TRANSPORTATION SYSTEMS CONSULTING SERVICES AGREEMENTS BETWEEN THE CITY AND ARCADIS IBI GROUP, HNTB CORPORATION, ITERIS, INC., AND STC TRAFFIC, INC. WHEREAS, City staff has identified the need to enlist highly qualified consultants to assist in the planning, design, construction management/inspection, and/or implementation of traffic, transportation, general civil engineering, ITS, telecommunications, and networking projects; and WHEREAS, on September 12, 2017, Council adopted the City’s first Traffic Signal Communications Master Plan via Resolution No. 2017-173; and WHEREAS, the nature of the work required to complete the various elements in the Master Plan, Measure P transportation-related projects, certain Federally-funded projects, and most Smart City applications is so specialized that it is necessary to utilize engineering firm(s) to complete these tasks in a manner that will meet and exceed today's standards; and WHEREAS, the City of Chula Vista requested proposals from qualified firms for Traffic Engineering and Intelligent Transportation Systems (ITS) Consulting Services in accordance with Chula Vista Municipal Code Section 2.56.110 and Caltrans Local Assistance Procedure Manual (LAPM); and WHEREAS, each consultant Agreement has a duration of two years, from the date of Agreement execution, with three optional one-year extensions upon mutual written agreement; and WHEREAS, the On-Call Traffic Engineering and ITS Consultant Services Agreements with Arcadis IBI Group, HNTB Corporation, Iteris, Inc., and STC Traffic, Inc. have a zero dollar minimum aggregate value and a total cumulative not-to-exceed amount of $10,000,000 for the duration of the initial two-year contract period; and WHEREAS, the City reserves the right to increase the not-to-exceed cumulative contract amount by $1,000,000 with each optional one-year contract extension, creating a potential maximum not-to-exceed cumulative contract amount of $13,000,000 over the fully extended five- year term. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista, that it approves the On-Call Traffic Engineering & Intelligent Transportation Systems Consulting Services Agreements between the City and Arcadis IBI Group, HNTB Corporation, and Iteris, Inc., in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to execute same. Page 259 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Resolution No. Page 2 BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it approves the On-Call Traffic Engineering & Intelligent Transportation Systems Consulting Services Agreement, between the City and STC Traffic, Inc., in the form presented, with such minor modifications as may be required or approved by the City Attorney, a copy of which shall be kept on file in the Office of the City Clerk, and authorizes and directs the Mayor to execute same upon the receipt of a copy of STC Traffic Incorporated’s Financial Document Review acceptance letter from the State of California Department of Transportation (Caltrans). Presented by Approved as to form by William S. Valle Jill D.S. Maland Director/City Engineer Lounsbery Ferguson Altona & Peak Acting City Attorney Page 260 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH ARCADIS, A CALIFORNIA PARTNERSHIP TO PROVIDE TRAFFIC ENGINEERING AND INTELLIGENT TRANSPORTATION SYSTEMS ON- CALL CONSULTING SERVICES This Agreement is entered into effective as of September 19, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and ARCADIS, A CALIFORNIA PARTNERSHIP, (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, City desires to procure consultant services for traffic signal design, grant writing, traffic engineering operations, traffic study preparation, transportation planning, Intelligent Transportation Systems (ITS), civil engineering, and construction inspection support. The City is seeking these services to assist City staff with current or future Capital Improvement Program (CIP) projects that include, but are not limited to, projects funded through the San Diego Association of Governments (SANDAG), California Department of Transportation (Caltrans), the Federal Highway Administration (FHWA), and various other funding sources; and WHEREAS, to procure these services, the City issued a Request for Qualifications (RFQ) in accordance with Chula Vista Municipal Code Section 2.56.110 and the Caltrans Local Assistance Procedures Manual (LAPM) on September 23, 2022 and an addendum to said RFQ on October 5, 2022; and WHEREAS, the City received seven (7) Statements of Qualifications (SOQ) from proposers interested in providing the subject services on October 21, 2022; and WHEREAS, after the City completed its review of the Statements of Qualifications (SOQ), all seven (7) proposers were selected for interviews, which were conducted on November 17, 2022; and WHEREAS, after interviews with all seven (7) proposers, the selection committee determined that Consultant is one of the four (4) best-qualified firms to provide the subject services; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 261 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 262 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 263 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 264 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 265 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 266 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 267 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant 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 Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 268 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 269 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. ARCADIS, A CALIFORNIA PARTNERSHIP CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ STEVE SCHIBUOLA JOHN MCCANN DIRECTOR MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney ARCADIS, A CALIFORNIA PARTNERSHIP BY:________________________________ DON MURPHY DIRECTOR DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 270 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Eddie Flores 276 Fourth Avenue, Chula Vista, CA 91910 619-476-5368 eflores@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. Consultant Contract Administration: ARCADIS, A CALIFORNIA PARTNERSHIP 530 B Street, Suite 1000 San Diego, CA 92101 619-234-4110 dmurphy@ibigroup.com For Legal Notice Copy to: Don Murphy 530 B Street, Suite 1000 San Diego, CA 92101 619-234-4110 dmurphy@ibigroup.com 2. Required Services A. General Description: Consultant shall provide traffic engineering and ITS consulting services at the direction and to the satisfaction of the City Engineer or designee during the planning, design, and construction of CIP projects. Tasks may include, but are not limited to: conceptual designs, plans, specifications, cost estimates, construction management, construction inspection, ITS-related planning, design, network integration, communications, data management and performance analysis, cybersecurity and information technology networking, policy development transportation studies and planning, grant application preparation and submittal, traffic operations and adaptive traffic signal control, as well as traffic signal timing. B. Detailed Description: 1. The number and scope of the projects and tasks for which Consultant’s services will be requested will vary at the sole discretion of the City from time-to-time. DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 271 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 2. Consultant shall provide personnel that are experience in the services required in this Agreement. Knowledge of City codes, procedures, and regulations is required. The City reserves the right to require substitution of personnel upon request. The City also reserves the right of refusing personnel assigned to a task by the Consultant. 3. Consultant acknowledges and agrees that task orders from the City under this agreement will be on an “as- needed” or per task order basis at the sole discretion of the City. Each task order will include a not-to-exceed fee for all time, materials, travel, and costs permitted to be incurred for that task order. Consultant acknowledges and agrees that the City is not required to request any services from Consultant under this Agreement. Consultant further acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it has provided Required Services as authorized and approved by the City pursuant to the process identified herein. The City reserves the right to request more than one cost proposal per CIP project and assign work to any consultant for the task order. Consultant is not permitted to provide services for or incur costs on any task order prior to receipt of a written Notice to Proceed from the City. Consultant shall provide Traffic Engineering & ITS Consultant Services at the direction and to the satisfaction of the City Engineer during the planning, design, bid, and construction phases of projects. Typical tasks include but are not limited to: • Preparation of reports, schematics, studies, drawings, and/or design in relation to traffic & transportation engineering projects • Traffic signal timing and analysis • Planning, design, and installation/construction support of ITS elements • Telecommunications network planning, design, construction support and integration • Cybersecurity and data management • Construction management support with special focus on advanced transportation and ITS technologies • Grant writing and grant submittal • General civil engineering design, which may include, but is not limited to: o Pump station design o Structural analysis and design o Drainage design including hydrology and hydraulics studies o Floodplain management including Flood Insurance rate Map revision/amendment and HEC-RAS hydraulic modeling o Water quality analysis and design such as preparation of Storm Water Quality Management Plans (SWQMPs), Storm Water Pollution Prevention Plans (SWPPPs), and any documents required for National Pollution Discharge Elimination System compliance o General surface improvements and roadway design o Wastewater facility design including lift station design • And other traffic engineering, civil engineering, and ITS-related duties as assigned. Consultant shall provide: A. Traffic Engineering & ITS design/analysis services for City projects before, during, and after construction operations. The number and scope of such projects will vary at the sole discretion of the City from time- to-time. B. Personnel that are experienced in all areas of Traffic Engineering & ITS technologies are required to satisfy the consultant agreement. Knowledge of City codes, procedures, and regulations is required. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution of non-qualified individuals with qualified personnel. C. Personnel to provide Traffic Engineering & ITS services in response to the City's request for such services. DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 272 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 D. Provide all original field notes, data, reports, records, etc. of field and office tasks to the City. Further, the Consultant shall maintain copies of all records related to the project tasks performed for a period of five (5) years. This period may be extended when requested by the City at no additional cost to the City. E. Submit billing forms and comply with all procedures acceptable to the City. F. Intelligent Transportation Systems (ITS) Project Compliance. Some of the projects will be administered by the City of Chula Vista with federal oversight provided by Caltrans Division of Local Assistance (DLA). These projects shall comply with the procedures and guidelines as defined by Local Assistance Program Guidelines (LAPG) Chapter 13, Intelligent Transportation System Program and Code of Federal Regulations (CFR), Chapter 23, Section 940 (23 CFR 940) entitled “Intelligent Transportation System Architecture and Standards”. The ITS Program Guidelines describe the best professional practices for planning and implementing of ITS projects. They also establish the roles and responsibilities for all parties who are involved in the federal-aid ITS process, as well as define the process required for all ITS projects that will utilize federal funds. 23 CRF 940 requires that all federal-aid projects: • be consistent with the Regional ITS Architecture, • use applicable ITS Standards, • perform a Systems Engineering Analysis that is commensurate with the scope of the project. Conformance with these requirements will be reviewed by City staff and Caltrans DLA. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin on September 19, 2023 and end on September 18, 2025 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated in the attached Exhibit “D.” B. Reimbursement of Costs ☒ Invoiced or agreed-upon amounts as indicated on the attached Exhibit “D.” Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through September 18, 2025 shall not exceed two million, five hundred thousand dollars ($2,500,000; “NTE Total”). 5. Special Provisions: ☒ Permitted Sub-Consultants: Chen Ryan Associates, Inc. (dba CR Associates) Civiltec Engineering, Inc. Sutra Research & Analytics, Inc DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 273 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for three (3) additional terms, defined as a one-year increment or a total Agreement term of five (5) years accounting for the initial two-year term and the three (3) potential one-year extensions. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to an amount to be negotiated and modified upon written agreement of the Parties. At City’s sole discretion, the initial two-year term NTE Total may be increased by up to two hundred and fifty thousand dollars ($250,000) for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. ☒ Other: See attached LAPM Exhibits 10-R, 10-O1, 10-O2, and 10-K Additional contract terms and provisions regarding Caltrans LAPM requirements are included in Exhibit 10-R “A&E Boilerplate Agreement Language,” and both parties acknowledge and agree that said LAPM Exhibit 10- R is included in this Agreement by reference. In the event of any inconsistencies, conflicts, or discrepancies between any provisions in said LAPM Exhibit 10-R and this Agreement, the parties acknowledge and agree that any and all such inconsistencies shall be resolved by giving precedence to the subject provisions in the following order: 1) This Agreement 2) LAPM Exhibit 10-R DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 274 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 275 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 16 City of Chula Vista Agreement No.: 2023-078 Consultant Name: ARCADIS, A CALIFORNIA PARTNERSHIP Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individuals have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Eddie Flores 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 participates in making a governmental decision; “individual” does not include corporation or limited liability company). DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 276 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Name Title Billing Rate ARCADIS IBI Group Murphy, Don Contract Manager 250.57$ Steve Schibuola Principle-in-Charge 326.83$ White, Steve Senior ITS Engineer 160.89$ Kilgour, Ian Senior ITS Engineer 158.77$ Senior ITS Engineer 160.00$ Pavel Stoev Sr. Data System Analyst 191.02$ Sr. Data System Analyst 190.00$ Data Systems Analyst 130.00$ Cox, Matthew ITS Engineer 105.44$ ITS Engineer 105.00$ Tapas Dutta Senior Civil Engineer 272.89$ Senior Civil Engineer 270.00$ Levy, Jonathan Senior Traffic Engineer 216.57$ Senior Traffic Engineer 215.00$ LaPoint, Lydia Senior Transportation Engineer 155.99$ Senior Transportation Engineer 155.00$ Frank, Amy Transportation Engineer 2 128.69$ Transportation Engineer 2 125.00$ Brianne Poole Transportation Engineer 1 98.43$ Alyssa Foley Transportation Engineer 1 98.43$ Transportation Engineer 1 100.00$ Sr. Transportation Planner 240.00$ Transportation Planner 100.00$ Support Staff / Intern 75.00$ Robert Aeck Senior Structural Engineer 223.27$ Senior Structural Engineer 220.00$ Elizabeth Chang Structural Engineer 89.35$ Structural Engineer 90.00$ CR Associates Phuong Nguyen Principal III 350.00$ Scott Cartwright Principal II 290.00$ Tomo Takahashi Prinicipal I 265.00$ Senior Engineer/Planner III 230.00$ Senior Engineer/Planner II 220.00$ Senior Engineer/Planner I 180.00$ Engineer/Planner II 165.00$ Engineer/Planner I 148.00$ Assistant Engineer/Planner 133.00$ CITY OF CHULA VISTA TRAFFIC ENGINEERING & ITS CONSULTING SERVICES SCHEDULE OF FEES Page 1 of 3 2023-01-09 Exhibit D DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 277 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Name Title Billing Rate Senior Professional II 250.00$ Senior Professional I 220.00$ Professional II 195.00$ Professional I 180.00$ Analyst III 168.00$ Analyst II 154.00$ Analyst I 135.00$ Project Accountant 155.00$ Admin / Graphic Design 140.00$ Support Staff / Intern 85.00$ Civiltec Shem Hawes Senior Principal Engineer 275.00$ Steven Walker Principal Engineer 250.00$ Sanjay Kumar Verma Principal Engineer - Expert Witness Testimon 400.00$ Professional Land Surveyor - Expert Witness 250.00$ Senior Engineer 240.00$ Senior Project Manager 230.00$ Principal Electrical Engineer 215.00$ Project Manager 210.00$ Senior Project Engineer 205.00$ Project Engineer 195.00$ Senior Designer 190.00$ Staff Engineer 155.00$ Designer 145.00$ Designer/Drafter 130.00$ Planning Technician 120.00$ Resident Engineer/Observer 115.00$ CAD Technician 110.00$ Junior Engineer 85.00$ Administrative Assistant/Clerical 80.00$ Two Man Survey Party 240.00$ Survey Manager 185.00$ Staff Land Surveyor 130.00$ Sutra Research & Analytics Tracy "Ty" Manzo Senior System Engineer 201.96$ Elizabeth Hannon Senior Stakeholder Engagement Specialis 178.13$ Amy Brown Cyber Security and Data 176.22$ Nick Atchison Research and Analysis 132.17$ Patricia Vasquez Research and Analysis 132.17$ Administrative Assistant / Intern 73.43$ Other Direct Costs will be invoiced at cost without markup. The most cost effective options will be chosen in all endeavors. Page 2 of 3 2023-01-09 DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 278 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Name Title Billing Rate Rates shown are for the first year of the contract. Based on uncertainty over the next five years, we propose to negiotiate annual escalation based on the CPI. Page 3 of 3 2023-01-09 DocuSign Envelope ID: 9DD6BC96-2FA0-49F2-AE27-D3379526836F Page 279 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH HNTB CORPORATION TO PROVIDE TRAFFIC ENGINEERING AND INTELLIGENT TRANSPORTATION SYSTEMS ON- CALL CONSULTING SERVICES This Agreement is entered into effective as of September 19, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and HNTB CORPORATION, A Delaware Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, City desires to procure consultant services for traffic signal design, grant writing, traffic engineering operations, traffic study preparation, transportation planning, Intelligent Transportation Systems (ITS), civil engineering, and construction inspection support. The City is seeking these services to assist City staff with current or future Capital Improvement Program (CIP) projects that include, but are not limited to, projects funded through the San Diego Association of Governments (SANDAG), California Department of Transportation (Caltrans), the Federal Highway Administration (FHWA), and various other funding sources; and WHEREAS, to procure these services, the City issued a Request for Qualifications (RFQ) in accordance with Chula Vista Municipal Code Section 2.56.110 and the Caltrans Local Assistance Procedures Manual (LAPM) on September 23, 2022 and an addendum to said RFQ on October 5, 2022; and WHEREAS, the City received seven (7) Statements of Qualifications (SOQ) from proposers interested in providing the subject services on October 21, 2022; and WHEREAS, after the City completed its review of the Statements of Qualifications (SOQ), all seven (7) proposers were selected for interviews, which were conducted on November 17, 2022; and WHEREAS, after interviews with all seven (7) proposers, the selection committee determined that Consultant is one of the four (4) best-qualified firms to provide the subject services; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 280 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 281 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 282 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 283 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 284 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 285 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 286 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant 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 Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 287 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 288 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. HNTB CORPORATION CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ MARK WEBER JOHN MCCANN VICE-PRESIDENT MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 289 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Eddie Flores 276 Fourth Avenue, Chula Vista, CA 91910 619-476-5368 eflores@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. Consultant Contract Administration: HNTB CORPORATION 401 B Street, Suite 301 San Diego, CA 92101 925-872-0834 rshinn@hntb.com For Legal Notice Copy to: Mark Weber 401 B Street, Suite 301 San Diego, CA 92101 619-684-0834 mpweber@hntb.com 2. Required Services A. General Description: Consultant shall provide traffic engineering and ITS consulting services at the direction and to the satisfaction of the City Engineer or designee during the planning, design, and construction of CIP projects. Tasks may include, but are not limited to: conceptual designs, plans, specifications, cost estimates, construction management, construction inspection, ITS-related planning, design, network integration, communications, data management and performance analysis, cybersecurity and information technology networking, policy development transportation studies and planning, grant application preparation and submittal, traffic operations and adaptive traffic signal control, as well as traffic signal timing. B. Detailed Description: 1. The number and scope of the projects and tasks for which Consultant’s services will be requested will vary at the sole discretion of the City from time-to-time. DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 290 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 2. Consultant shall provide personnel that are experience in the services required in this Agreement. Knowledge of City codes, procedures, and regulations is required. The City reserves the right to require substitution of personnel upon request. The City also reserves the right of refusing personnel assigned to a task by the Consultant. 3. Consultant acknowledges and agrees that task orders from the City under this agreement will be on an “as- needed” or per task order basis at the sole discretion of the City. Each task order will include a not-to-exceed fee for all time, materials, travel, and costs permitted to be incurred for that task order. Consultant acknowledges and agrees that the City is not required to request any services from Consultant under this Agreement. Consultant further acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it has provided Required Services as authorized and approved by the City pursuant to the process identified herein. The City reserves the right to request more than one cost proposal per CIP project and assign work to any consultant for the task order. Consultant is not permitted to provide services for or incur costs on any task order prior to receipt of a written Notice to Proceed from the City. Consultant shall provide Traffic Engineering & ITS Consultant Services at the direction and to the satisfaction of the City Engineer during the planning, design, bid, and construction phases of projects. Typical tasks include but are not limited to: • Preparation of reports, schematics, studies, drawings, and/or design in relation to traffic & transportation engineering projects • Traffic signal timing and analysis • Planning, design, and installation/construction support of ITS elements • Telecommunications network planning, design, construction support and integration • Cybersecurity and data management • Construction management support with special focus on advanced transportation and ITS technologies • Grant writing and grant submittal • General civil engineering design, which may include, but is not limited to: o Pump station design o Structural analysis and design o Drainage design including hydrology and hydraulics studies o Floodplain management including Flood Insurance rate Map revision/amendment and HEC-RAS hydraulic modeling o Water quality analysis and design such as preparation of Storm Water Quality Management Plans (SWQMPs), Storm Water Pollution Prevention Plans (SWPPPs), and any documents required for National Pollution Discharge Elimination System compliance o General surface improvements and roadway design o Wastewater facility design including lift station design • And other traffic engineering, civil engineering, and ITS-related duties as assigned. Consultant shall provide: A. Traffic Engineering & ITS design/analysis services for City projects before, during, and after construction operations. The number and scope of such projects will vary at the sole discretion of the City from time- to-time. B. Personnel that are experienced in all areas of Traffic Engineering & ITS technologies are required to satisfy the consultant agreement. Knowledge of City codes, procedures, and regulations is required. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution of non-qualified individuals with qualified personnel. C. Personnel to provide Traffic Engineering & ITS services in response to the City's request for such services. DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 291 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 D. Provide all original field notes, data, reports, records, etc. of field and office tasks to the City. Further, the Consultant shall maintain copies of all records related to the project tasks performed for a period of five (5) years. This period may be extended when requested by the City at no additional cost to the City. E. Submit billing forms and comply with all procedures acceptable to the City. F. Intelligent Transportation Systems (ITS) Project Compliance. Some of the projects will be administered by the City of Chula Vista with federal oversight provided by Caltrans Division of Local Assistance (DLA). These projects shall comply with the procedures and guidelines as defined by Local Assistance Program Guidelines (LAPG) Chapter 13, Intelligent Transportation System Program and Code of Federal Regulations (CFR), Chapter 23, Section 940 (23 CFR 940) entitled “Intelligent Transportation System Architecture and Standards”. The ITS Program Guidelines describe the best professional practices for planning and implementing of ITS projects. They also establish the roles and responsibilities for all parties who are involved in the federal-aid ITS process, as well as define the process required for all ITS projects that will utilize federal funds. 23 CRF 940 requires that all federal-aid projects: • be consistent with the Regional ITS Architecture, • use applicable ITS Standards, • perform a Systems Engineering Analysis that is commensurate with the scope of the project. Conformance with these requirements will be reviewed by City staff and Caltrans DLA. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin on September 19, 2023 and end on September 18, 2025 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated in the attached Exhibit “D.” B. Reimbursement of Costs ☒ Invoiced or agreed-upon amounts as indicated on the attached Exhibit “D.” Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through September 18, 2025 shall not exceed two million, five hundred thousand dollars ($2,500,000; “NTE Total”). 5. Special Provisions: ☒ Permitted Sub-Consultants: Chen Ryan Associates, Inc. (dba CR Associates) Sutra Research & Analytics, Inc. Pacrim Engineering, Inc. Aguirre & Associates, Inc. DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 292 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 Earth Mechanics, Inc. All Traffic Data Services, LLC ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for three (3) additional terms, defined as a one-year increment or a total Agreement term of five (5) years accounting for the initial two-year term and the three (3) potential one-year extensions. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to an amount to be negotiated and modified upon written agreement of the Parties. At City’s sole discretion, the initial two-year term NTE Total may be increased by up to two hundred and fifty thousand dollars ($250,000) for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. ☒ Other: See attached LAPM Exhibits 10-R, 10-O1, 10-O2, and 10-K Additional contract terms and provisions regarding Caltrans LAPM requirements are included in Exhibit 10-R “A&E Boilerplate Agreement Language,” and both parties acknowledge and agree that said LAPM Exhibit 10- R is included in this Agreement by reference. In the event of any inconsistencies, conflicts, or discrepancies between any provisions in said LAPM Exhibit 10-R and this Agreement, the parties acknowledge and agree that any and all such inconsistencies shall be resolved by giving precedence to the subject provisions in the following order: 1) This Agreement 2) LAPM Exhibit 10-R DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 293 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 294 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 16 City of Chula Vista Agreement No.: 2023-079 Consultant Name: HNTB CORPORATION Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individuals have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Eddie Flores 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 participates in making a governmental decision; “individual” does not include corporation or limited liability company). DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 295 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 83957 City of Chula Vista HNTB RATE SCHEDULE Admin I $75.00 Admin II $90.00 Admin III $110.00 Admin IV $140.00 Engineer I $110.00 Engineer II $135.00 Engineer III $165.00 Engineer IV $200.00 Engineer V $215.00 Intern $65.00 Planner I $100.00 Planner II $140.00 Planner III $175.00 Planner IV $230.00 Principal Engineer I $325.00 Principal Engineer II $340.00 Principal in Charge $360.00 Principal Technologist $230.00 Project Analyst I $95.00 Project Analyst II $110.00 Project Analyst III $145.00 Project Analyst IV $219.46 Project Manager $310.00 Sr. Engineer I $235.00 Sr. Engineer I $240.00 Sr. Engineer II $250.00 Sr. Engineer III $260.00 Strategic Advisor I $305.00 Strategic Advisor II $395.00 Strategic Advisor III $440.00 Technician I $90.00 Technician II $120.00 Technician III $140.00 Technician IV $180.00 CLASSIFICATION Job Class Rate Page 1 of 1 Exhibit D DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 296 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 297 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 298 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 299 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 300 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 301 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C Page 302 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH ITERIS, INC. TO PROVIDE TRAFFIC ENGINEERING AND INTELLIGENT TRANSPORTATION SYSTEMS ON- CALL CONSULTING SERVICES This Agreement is entered into effective as of September 19, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and ITERIS, INC., A Delaware Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, City desires to procure consultant services for traffic signal design, grant writing, traffic engineering operations, traffic study preparation, transportation planning, Intelligent Transportation Systems (ITS), civil engineering, and construction inspection support. The City is seeking these services to assist City staff with current or future Capital Improvement Program (CIP) projects that include, but are not limited to, projects funded through the San Diego Association of Governments (SANDAG), California Department of Transportation (Caltrans), the Federal Highway Administration (FHWA), and various other funding sources; and WHEREAS, to procure these services, the City issued a Request for Qualifications (RFQ) in accordance with Chula Vista Municipal Code Section 2.56.110 and the Caltrans Local Assistance Procedures Manual (LAPM) on September 23, 2022 and an addendum to said RFQ on October 5, 2022; and WHEREAS, the City received seven (7) Statements of Qualifications (SOQ) from proposers interested in providing the subject services on October 21, 2022; and WHEREAS, after the City completed its review of the Statements of Qualifications (SOQ), all seven (7) proposers were selected for interviews, which were conducted on November 17, 2022; and WHEREAS, after interviews with all seven (7) proposers, the selection committee determined that Consultant is one of the four (4) best-qualified firms to provide the subject services; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 303 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 304 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 305 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 306 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 307 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is 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 one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 308 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 309 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant 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 Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 310 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 311 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. ITERIS, INC. CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ STEVEN BRADLEY JOHN MCCANN VICE-PRESIDENT MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 312 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Eddie Flores 276 Fourth Avenue, Chula Vista, CA 91910 619-476-5368 eflores@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. Consultant Contract Administration: ITERIS, INC. 1700 Carnegie Avenue, Suite 100 Santa Ana, CA 92705 949-270-9504 jxu@iteris.com For Legal Notice Copy to: Iteris Legal Department 1700 Carnegie Avenue, Suite 100 Santa Ana, CA 92705 949-270-9400 iteris-legal@iteris.com 2. Required Services A. General Description: Consultant shall provide traffic engineering and ITS consulting services at the direction and to the satisfaction of the City Engineer or designee during the planning, design, and construction of CIP projects. Tasks may include, but are not limited to: conceptual designs, plans, specifications, cost estimates, construction management, construction inspection, ITS-related planning, design, network integration, communications, data management and performance analysis, cybersecurity and information technology networking, policy development transportation studies and planning, grant application preparation and submittal, traffic operations and adaptive traffic signal control, as well as traffic signal timing. B. Detailed Description: 1. The number and scope of the projects and tasks for which Consultant’s services will be requested will vary at the sole discretion of the City from time-to-time. DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 313 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 2. Consultant shall provide personnel that are experience in the services required in this Agreement. Knowledge of City codes, procedures, and regulations is required. The City reserves the right to require substitution of personnel upon request. The City also reserves the right of refusing personnel assigned to a task by the Consultant. 3. Consultant acknowledges and agrees that task orders from the City under this agreement will be on an “as- needed” or per task order basis at the sole discretion of the City. Each task order will include a not-to-exceed fee for all time, materials, travel, and costs permitted to be incurred for that task order. Consultant acknowledges and agrees that the City is not required to request any services from Consultant under this Agreement. Consultant further acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it has provided Required Services as authorized and approved by the City pursuant to the process identified herein. The City reserves the right to request more than one cost proposal per CIP project and assign work to any consultant for the task order. Consultant is not permitted to provide services for or incur costs on any task order prior to receipt of a written Notice to Proceed from the City. Consultant shall provide Traffic Engineering & ITS Consultant Services at the direction and to the satisfaction of the City Engineer during the planning, design, bid, and construction phases of projects. Typical tasks include but are not limited to: • Preparation of reports, schematics, studies, drawings, and/or design in relation to traffic & transportation engineering projects • Traffic signal timing and analysis • Planning, design, and installation/construction support of ITS elements • Telecommunications network planning, design, construction support and integration • Cybersecurity and data management • Construction management support with special focus on advanced transportation and ITS technologies • Grant writing and grant submittal • General civil engineering design, which may include, but is not limited to: o Pump station design o Structural analysis and design o Drainage design including hydrology and hydraulics studies o Floodplain management including Flood Insurance rate Map revision/amendment and HEC-RAS hydraulic modeling o Water quality analysis and design such as preparation of Storm Water Quality Management Plans (SWQMPs), Storm Water Pollution Prevention Plans (SWPPPs), and any documents required for National Pollution Discharge Elimination System compliance o General surface improvements and roadway design o Wastewater facility design including lift station design • And other traffic engineering, civil engineering, and ITS-related duties as assigned. Consultant shall provide: A. Traffic Engineering & ITS design/analysis services for City projects before, during, and after construction operations. The number and scope of such projects will vary at the sole discretion of the City from time- to-time. B. Personnel that are experienced in all areas of Traffic Engineering & ITS technologies are required to satisfy the consultant agreement. Knowledge of City codes, procedures, and regulations is required. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution of non-qualified individuals with qualified personnel. C. Personnel to provide Traffic Engineering & ITS services in response to the City's request for such services. DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 314 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 D. Provide all original field notes, data, reports, records, etc. of field and office tasks to the City. Further, the Consultant shall maintain copies of all records related to the project tasks performed for a period of five (5) years. This period may be extended when requested by the City at no additional cost to the City. E. Submit billing forms and comply with all procedures acceptable to the City. F. Intelligent Transportation Systems (ITS) Project Compliance. Some of the projects will be administered by the City of Chula Vista with federal oversight provided by Caltrans Division of Local Assistance (DLA). These projects shall comply with the procedures and guidelines as defined by Local Assistance Program Guidelines (LAPG) Chapter 13, Intelligent Transportation System Program and Code of Federal Regulations (CFR), Chapter 23, Section 940 (23 CFR 940) entitled “Intelligent Transportation System Architecture and Standards”. The ITS Program Guidelines describe the best professional practices for planning and implementing of ITS projects. They also establish the roles and responsibilities for all parties who are involved in the federal-aid ITS process, as well as define the process required for all ITS projects that will utilize federal funds. 23 CRF 940 requires that all federal-aid projects: • be consistent with the Regional ITS Architecture, • use applicable ITS Standards, • perform a Systems Engineering Analysis that is commensurate with the scope of the project. Conformance with these requirements will be reviewed by City staff and Caltrans DLA. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin on September 19, 2023 and end on September 18, 2025 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated in the attached Exhibit “D.” B. Reimbursement of Costs ☒ Invoiced or agreed-upon amounts as indicated on the attached Exhibit “D.” Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through September 18, 2025 shall not exceed two million, five hundred thousand dollars ($2,500,000; “NTE Total”). 5. Special Provisions: ☒ Permitted Sub-Consultants: Chen Ryan Associates, Inc. (dba CR Associates) Lin Consulting, Inc. Aguirre & Associates, Inc. AIM Traffic Data, LLC DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 315 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for three (3) additional terms, defined as a one-year increment or a total Agreement term of five (5) years accounting for the initial two-year term and the three (3) potential one-year extensions. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to an amount to be negotiated and modified upon written agreement of the Parties. At City’s sole discretion, the initial two-year term NTE Total may be increased by up to two hundred and fifty thousand dollars ($250,000) for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. ☒ Other: See attached LAPM Exhibits 10-R, 10-O1, 10-O2, and 10-K Additional contract terms and provisions regarding Caltrans LAPM requirements are included in Exhibit 10-R “A&E Boilerplate Agreement Language,” and both parties acknowledge and agree that said LAPM Exhibit 10- R is included in this Agreement by reference. In the event of any inconsistencies, conflicts, or discrepancies between any provisions in said LAPM Exhibit 10-R and this Agreement, the parties acknowledge and agree that any and all such inconsistencies shall be resolved by giving precedence to the subject provisions in the following order: 1) This Agreement 2) LAPM Exhibit 10-R DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 316 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 317 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 16 City of Chula Vista Agreement No.: 2023-077 Consultant Name: ITERIS, INC. Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individuals have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Eddie Flores 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 participates in making a governmental decision; “individual” does not include corporation or limited liability company). DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 318 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda EXHIBIT DDocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 319 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 6D94151D-B64A-4095-BB0A-53BBE6739B64 Page 320 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 1 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 CITY OF CHULA VISTA CONSULTANT SERVICES AGREEMENT WITH STC TRAFFIC, INC. TO PROVIDE TRAFFIC ENGINEERING AND INTELLIGENT TRANSPORTATION SYSTEMS ON- CALL CONSULTING SERVICES This Agreement is entered into effective as of September 19, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and STC TRAFFIC, INC., A California Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts: RECITALS WHEREAS, City desires to procure consultant services for traffic signal design, grant writing, traffic engineering operations, traffic study preparation, transportation planning, Intelligent Transportation Systems (ITS), civil engineering, and construction inspection support. The City is seeking these services to assist City staff with current or future Capital Improvement Program (CIP) projects that include, but are not limited to, projects funded through the San Diego Association of Governments (SANDAG), California Department of Transportation (Caltrans), the Federal Highway Administration (FHWA), and various other funding sources; and WHEREAS, to procure these services, the City issued a Request for Qualifications (RFQ) in accordance with Chula Vista Municipal Code Section 2.56.110 and the Caltrans Local Assistance Procedures Manual (LAPM) on September 23, 2022 and an addendum to said RFQ on October 5, 2022; and WHEREAS, the City received seven (7) Statements of Qualifications (SOQ) from proposers interested in providing the subject services on October 21, 2022; and WHEREAS, after the City completed its review of the Statements of Qualifications (SOQ), all seven (7) proposers were selected for interviews, which were conducted on November 17, 2022; and WHEREAS, after interviews with all seven (7) proposers, the selection committee determined that Consultant is one of the four (4) best-qualified firms to provide the subject services; 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 City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 321 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows: 1. SERVICES 1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.” 1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement. 1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. 1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney. 1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code. 1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City. 1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 322 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement. 1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2. 2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget. 2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. 2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant. 2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services. 2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 323 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount. 3. INSURANCE 3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section. 3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work. 3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable. 3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement. 3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. 3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance. 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s). 3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City. 3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 324 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 5 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 “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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement. d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity. 3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION 4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. 4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 325 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 6 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 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 Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement. 4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4. 4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement. 5. FINANCIAL INTERESTS OF CONSULTANT. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. 5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or 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 Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 326 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 7 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services. Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default. 6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6. 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 6.5 Governing Law/Venue. 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. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing. 7. OWNERSHIP AND USE OF WORK PRODUCT DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 327 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 8 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant 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 Consultant, 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, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. GENERAL PROVISIONS 8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties. 8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant 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 Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof. 8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant 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-consultants. 8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Consultant 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 Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 328 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 9 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 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 Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing. 8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time. (End of page. Next page is signature page.) DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 329 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 10 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 SIGNATURE PAGE CONSULTANT SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant 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. STC TRAFFIC, INC. CITY OF CHULA VISTA BY:________________________________ BY: ________________________________ JASON STACK JOHN MCCANN PRESIDENT MAYOR ATTEST BY: ________________________________ Kerry K. Bigelow, MMC City Clerk APPROVED AS TO FORM BY: _______________________________ Jill D.S.Maland Lounsbery Ferguson Altona & Peak Acting City Attorney DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 330 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 11 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS 1. Contact People for Contract Administration and Legal Notice A. City Contract Administration: Eddie Flores 276 Fourth Avenue, Chula Vista, CA 91910 619-476-5368 eflores@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. Consultant Contract Administration: STC TRAFFIC, INC. 5973 Avenida Encinas, Suite 218 Carlsbad, CA 92008 760-602-4290 jason.stack@stctraffic.com For Legal Notice Copy to: Jason Stack 5973 Avenida Encinas, Suite 218 Carlsbad, CA 92008 760-602-4290 jason.stack@stctraffic.com 2. Required Services A. General Description: Consultant shall provide traffic engineering and ITS consulting services at the direction and to the satisfaction of the City Engineer or designee during the planning, design, and construction of CIP projects. Tasks may include, but are not limited to: conceptual designs, plans, specifications, cost estimates, construction management, construction inspection, ITS-related planning, design, network integration, communications, data management and performance analysis, cybersecurity and information technology networking, policy development transportation studies and planning, grant application preparation and submittal, traffic operations and adaptive traffic signal control, as well as traffic signal timing. B. Detailed Description: 1. The number and scope of the projects and tasks for which Consultant’s services will be requested will vary at the sole discretion of the City from time-to-time. DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 331 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 12 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 2. Consultant shall provide personnel that are experience in the services required in this Agreement. Knowledge of City codes, procedures, and regulations is required. The City reserves the right to require substitution of personnel upon request. The City also reserves the right of refusing personnel assigned to a task by the Consultant. 3. Consultant acknowledges and agrees that task orders from the City under this agreement will be on an “as- needed” or per task order basis at the sole discretion of the City. Each task order will include a not-to-exceed fee for all time, materials, travel, and costs permitted to be incurred for that task order. Consultant acknowledges and agrees that the City is not required to request any services from Consultant under this Agreement. Consultant further acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it has provided Required Services as authorized and approved by the City pursuant to the process identified herein. The City reserves the right to request more than one cost proposal per CIP project and assign work to any consultant for the task order. Consultant is not permitted to provide services for or incur costs on any task order prior to receipt of a written Notice to Proceed from the City. Consultant shall provide Traffic Engineering & ITS Consultant Services at the direction and to the satisfaction of the City Engineer during the planning, design, bid, and construction phases of projects. Typical tasks include but are not limited to: • Preparation of reports, schematics, studies, drawings, and/or design in relation to traffic & transportation engineering projects • Traffic signal timing and analysis • Planning, design, and installation/construction support of ITS elements • Telecommunications network planning, design, construction support and integration • Cybersecurity and data management • Construction management support with special focus on advanced transportation and ITS technologies • Grant writing and grant submittal • General civil engineering design, which may include, but is not limited to: o Pump station design o Structural analysis and design o Drainage design including hydrology and hydraulics studies o Floodplain management including Flood Insurance rate Map revision/amendment and HEC-RAS hydraulic modeling o Water quality analysis and design such as preparation of Storm Water Quality Management Plans (SWQMPs), Storm Water Pollution Prevention Plans (SWPPPs), and any documents required for National Pollution Discharge Elimination System compliance o General surface improvements and roadway design o Wastewater facility design including lift station design • And other traffic engineering, civil engineering, and ITS-related duties as assigned. Consultant shall provide: A. Traffic Engineering & ITS design/analysis services for City projects before, during, and after construction operations. The number and scope of such projects will vary at the sole discretion of the City from time- to-time. B. Personnel that are experienced in all areas of Traffic Engineering & ITS technologies are required to satisfy the consultant agreement. Knowledge of City codes, procedures, and regulations is required. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution of non-qualified individuals with qualified personnel. C. Personnel to provide Traffic Engineering & ITS services in response to the City's request for such services. DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 332 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 13 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 D. Provide all original field notes, data, reports, records, etc. of field and office tasks to the City. Further, the Consultant shall maintain copies of all records related to the project tasks performed for a period of five (5) years. This period may be extended when requested by the City at no additional cost to the City. E. Submit billing forms and comply with all procedures acceptable to the City. F. Intelligent Transportation Systems (ITS) Project Compliance. Some of the projects will be administered by the City of Chula Vista with federal oversight provided by Caltrans Division of Local Assistance (DLA). These projects shall comply with the procedures and guidelines as defined by Local Assistance Program Guidelines (LAPG) Chapter 13, Intelligent Transportation System Program and Code of Federal Regulations (CFR), Chapter 23, Section 940 (23 CFR 940) entitled “Intelligent Transportation System Architecture and Standards”. The ITS Program Guidelines describe the best professional practices for planning and implementing of ITS projects. They also establish the roles and responsibilities for all parties who are involved in the federal-aid ITS process, as well as define the process required for all ITS projects that will utilize federal funds. 23 CRF 940 requires that all federal-aid projects: • be consistent with the Regional ITS Architecture, • use applicable ITS Standards, • perform a Systems Engineering Analysis that is commensurate with the scope of the project. Conformance with these requirements will be reviewed by City staff and Caltrans DLA. 3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin on September 19, 2023 and end on September 18, 2025 for completion of all Required Services. 4. Compensation: A. Form of Compensation ☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated in the attached Exhibit “D.” B. Reimbursement of Costs ☒ Invoiced or agreed-upon amounts as indicated on the attached Exhibit “D.” Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through September 18, 2025 shall not exceed two million, five hundred thousand dollars ($2,500,000; “NTE Total”). 5. Special Provisions: ☒ Permitted Sub-Consultants: AggreGateway, LLC Aguirre & Associates, Inc. Nasland Engineering, Inc. Villa Civil, APC Psomas, Inc DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 333 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 14 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 ☐ Security for Performance: None ☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for three (3) additional terms, defined as a one-year increment or a total Agreement term of five (5) years accounting for the initial two-year term and the three (3) potential one-year extensions. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to an amount to be negotiated and modified upon written agreement of the Parties. At City’s sole discretion, the initial two-year term NTE Total may be increased by up to two hundred and fifty thousand dollars ($250,000) for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document. ☒ Other: See attached LAPM Exhibits 10-R, 10-O1, 10-O2, and 10-K Additional contract terms and provisions regarding Caltrans LAPM requirements are included in Exhibit 10-R “A&E Boilerplate Agreement Language,” and both parties acknowledge and agree that said LAPM Exhibit 10- R is included in this Agreement by reference. In the event of any inconsistencies, conflicts, or discrepancies between any provisions in said LAPM Exhibit 10-R and this Agreement, the parties acknowledge and agree that any and all such inconsistencies shall be resolved by giving precedence to the subject provisions in the following order: 1) This Agreement 2) LAPM Exhibit 10-R DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 334 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 15 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 EXHIBIT B INSURANCE REQUIREMENTS Consultant 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 ☒ Professional Liability (Errors & Omissions) $1,000,000 each occurrence $2,000,000 aggregate Other Negotiated Insurance Terms: NONE DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 335 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 16 City of Chula Vista Agreement No.: 2023-076 Consultant Name: STC TRAFFIC, INC. Rev. 1/17/23 EXHIBIT C CONSULTANT 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 consultants, 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, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3 ☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant 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 Enter Name of Each Individual Who Will Be Providing Service Under the Contract – If individuals have different disclosure requirements, duplicate this row and complete separately for each individual Enter email address(es) ☐ A. Full Disclosure ☐ B. Limited Disclosure (select one or more of the categories under which the consultant 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 “Consultant,” 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 Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant 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 consultant’s requirement to comply with the disclosure requirements set forth in the Code. Completed by: Eddie Flores 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 participates in making a governmental decision; “individual” does not include corporation or limited liability company). DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 336 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 337 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 338 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 339 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 340 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 341 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda DocuSign Envelope ID: 23CC35F3-4500-46C3-869A-D77A3F10E2B4 Page 342 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Page 343 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 2 Regards, Paul Henkin San Diego Union Tribune Opinion: 'Smart Streetlights' are not a tool. They lay the groundwork for dystopian surveillance. Opinion by Lilly Irani • 3h ago Irani is an associate professor at UC San Diego and an organizer with Tech Workers Coalition who lives in San Diego. “Smart streetlights” — a network of pole-mounted artificial intelligence-powered cameras and microphones — are not just a tool. They do not even provide light. They comprise an infrastructure that, once in place, makes pervasive and dystopian surveillance just a system upgrade away. A recently proposed $4 million deployment would place the system all over San Diego, and The San Diego Union-Tribune found the planned placements would fall disproportionately in Black and Brown communities. At community meetings, San Diego Police Department staff pitched the public on its vision of video and automated license plate reader surveillance. But if you want to know what data technology can really do, go where the companies and public agencies are not trying to convince the community but are selling the future to clients. A webinar by Ubicquia, the company selling San Diego this system, tells a much more expansive story about the capabilities of the camera system than the story city staff told residents at community meetings in March. 24/7 video recording in public space that scan every car that goes by? Check. Automated license plate readers? Check. These technologies alone are expensive ways to exact “justice” after harm has already been done while investing nothing in violence prevention or repair. Page 344 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 3 Automated license plate readers would turn San Diego streets into automated law enforcement checkpoints, profiling us as we move throughout the city. For undocumented friends and neighbors, this intensifies the terror of reaching school, work or the doctor as automated eyes search for plates. The California Values Act (Senate Bill 54) — which took effect in 2018 and was intended to limit local and state law enforcement collaboration with federal immigration agencies — offers little comfort when San Diego Police Department policies and insufficient officer discipline have failed to prevent police collaboration with federal immigration enforcement. But the city’s proposed video and automated license plate reader deployment pales in comparison to other capabilities these “smart streetlights” would smuggle in. Ubicquia’s system — the one city leaders want — comes with artificial intelligence that promises to learn and “detect” what is unusual under its automated gaze. This feature is advertised on the company website and in its webinar, though not mentioned in the city’s surveillance impact report. In the webinar, one partner pitched the feature at detecting new crowds or cars doing donuts (ignoring that people can simply call the police, no automation needed, should they feel threatened by such happenings). [They seem to prefer a subcontractor now, but Ubicquia's stilll involved.] However, as a computer scientist, I fear that UbiHub’s AI has the pitfalls of much artificial intelligence in producing glitchy results and racism at turns. What could possibly trigger an alert for looking atypical to the camera? A kid walking down the street wearing a weird costume. A bicyclist braving a road dominated by cars. A Black family entering a park in a predominantly White neighborhood. Being atypical should not make someone a target. AI really just makes statistical guesses based on what it has already seen. “Unusual object” detection seems confused at best and racist at worst. Page 345 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda 4 [And you'd still need extra infrastructure to verify the data, testify in court, and possibly pay out millions in damages or settlements.] The UbiHub system also lays the groundwork for widespread facial recognition. The proposed system does not come with facial recognition out of the box, but once the nodes are in place, the city can add the functionality. Facial recognition is already used in cities in Britain and beyond. SANDAG also provided facial recognition devices to regional law enforcement agencies before a California moratorium on the technology forced them to stop in 2019. If San Diego officials want to track our cars using automated license plate readers, why would they stop short of tracking our faces in the future as well? Though 17 U.S. cities in the country have some sort of face recognition ban in place, San Diego is not one of them. In addition, the proposed UbiHub deployment puts our data and our fate into the hands of a private company. In 2020, the city of San Diego learned that it could not turn off our old Ubicquia-owned streetlights. The company told the city that it would have to write new code to turn the surveillance off, and it would only do so if the city paid up. As Ubicquia looks for ways to grow investors’ profits, it faces pressure to monetize our data in new ways — whether by selling the city new creepy features like those described above, or finding ways to make our data valuable to other clients. UbiHub is not simply a crime-fighting tool. It is a full-blown infrastructure that comes with a worldview of automating and expanding surveillance with every system upgrade. Worse, the system is designed and controlled by a private company with every incentive to stoke civic fear so it can sell high-tech promises. The Privacy Advisory Board meets to question the city about this technology at 5:30 p.m. Thursday, April 27, in San Diego City Hall, 202 C St. Members should consider not only the technology uses proposed but also the futures it brings alarmingly near. San Diego needs to invest in infrastructures, but not ones that lay the train tracks to dystopia. This story originally appeared in San Diego Union-Tribune. Page 346 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE City Attorney Special Election: Report by the City Clerk Regarding the Potential Need for a Special Runoff Election and Options for the Date and Format of the Election, and Possible Direction from the City Council Report Number: 23-0237 Location: No specific geographic location Department: City Clerk Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(C)(3) no environmental review is required. Recommended Action Hear the report and provide direction regarding the format and date for a special runoff election for the City Attorney, if a runoff is required following the November 2023 special election certification. SUMMARY A special election to fill the City Attorney vacancy will be held on November 7, 2023. A special runoff election will be required if none of the three qualifying candidates receives a majority of the votes cast (i.e., 50% + 1). This item is for the City Council to hear a report from the City Clerk and provide direction on the election date and format for a special runoff election, should a runoff be required. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that this activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change to 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 required. Page 347 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION BACKGROUND The City Council called a special Vote Center model election to be held on November 7, 2023, to fill a vacancy for the elected City Attorney seat. Three candidates have qualified to appear on the ballot in the November election. If no candidate receives a majority of the votes cast (i.e., 50%+1), the Charter requires a special runoff election for the top two candidates (Charter Sections 303(C) and 503(G)). The need for a runoff election is not known at this time and will not be determined until the November election is certified. Certification of the results will occur within 30 days of the November election. Due to the timing of election actions and required election noticing, the City Clerk is requesting direction from the City Council on the date and format for a possible runoff election now, even though the need for a runoff election is not currently known. The following report provides details and a timeline for special runoff election options. The City Clerk will receive direction from the City Council and return at a future meeting with an item to call the special runoff election and other necessary actions. City Council Decisions to be Made In accordance with the options provided for in the City Charter, a summary of the decisions to be made by the City Council are as follows and more fully explained in the balance of this report. 1. Election format options a. Vote Center model (in-person) b. All-Mail Ballot election 2. Election date options a. Vote Center model (in-person) election i. March 5, 2024 ii. March/April 2024 (the actual date is to be determined; the runoff election would be held within 120 days of the date the November election results were certified) iii. April 9, 2024, if the City Council finds that a March 5, 2024 election is not practical iv. November 5, 2024, if the City Council finds that a March or April 2024 election is not practical b. All-Mail Ballot election i. May 7, 2024 Page 348 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 DECISION #1: FORMAT OF THE SPECIAL RUNOFF ELECTION, IF ONE IS NEEDED A special runoff election to fill the City Attorney vacancy may be conducted using the Vote Center model (in- person voting) or all-mail ballot. The following table presents options and considerations for both. VOTE CENTER MODEL ALL-MAIL BALLOT Possible Election Dates • 3/5/2024 (consolidated with the primary) • March/April 2024 (within 120 days of certification of the November election) • 4/9/2024 • 11/5/2024 (consolidated with the general) 5/7/2024 Basic Process All voters receive a ballot in the mail and can vote in person at Vote Centers located throughout Chula Vista or can return their ballot by mail or ballot drop box. All voters receive a ballot in the mail and can return it by mail or ballot drop box. Estimated Cost • $225,000 if consolidated with the 3/5/2024 or 11/5/2024 election • $1.5 - $2.0M for all other dates $1.0 - $1.5M Physical Locations Vote Centers and ballot drop boxes located in the City. Ballots may also be returned by mail. Ballot drop boxes located in the City. Ballots may also be returned by mail. In-person voting would only be available at the Registrar of Voters’ office during regular business hours. DECISION #2: ELECTION DATE City Charter Section 303(C)(2)(b) allows a special runoff election to be held on one of the dates identified below. In determining which election date is practical, the City Council may want to consider the costs, when the City Attorney would take office, potential confusion due to the timing of election notices for this and other elections, and other factors. Special Runoff Election Dates Provided by the City Charter 1. The next established election date, as specified in Charter Section 901 and the California Elections Code, or 2. Within 120 days following the certification of the special election results, whichever is practical. 3. If there is a federal, State, or local election scheduled to be held within 180 days following the certification of the special election results, the City Council may consolidate the runoff with that election. Page 349 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 4 Vote Center Model Possible Special Runoff Election Dates MARCH 5, 2024 MAR/APR 2024** APRIL 9, 2024 NOVEMBER 5, 2024 Deadline to Publish Notice of Election 11/13/2023* Late November – Early December 2023** 12/18/2023 7/15/2024 Deadline for Candidates to Change Ballot Designation 11/28/2023* December 2023** 1/2/2024 7/30/2024 Candidate Statement Filing 11/13/2023* – 12/8/2023 Late Nov 2023 – Early Jan 2024** 12/18/2023 – 1/12/2024 7/15/2024 – 8/9/2024 Ability to Consolidate Yes Unlikely Unlikely Yes Election Results Certified By 4/4/2024 Mid-Apr – Early May 2024** 5/9/2024 12/5/2024 City Attorney Seated April 2024 April - May 2024** May 2024 December 2024 Cost Estimate $225,000 $1.5 – $2 million $1.5 – $2 million $225,000 * These actions may occur before the November election certification and the confirmation of whether a runoff will be necessary. ** The actual election date and associated deadlines would be determined based on the date the November 2023 election results are certified. Timing Considerations for a Special Runoff Election Consolidated with the March 2024 Primary Election The November election must be certified by the Registrar of Voters no later than 30 days after the election, December 7, 2023, although it could be certified sooner. Until the election is certified, the nee d for a runoff election will not be known. If the City Council desires to consolidate a possible runoff election with the March 2024 primary election, the runoff election would need to be called, and other deadlines may occur before the November 2023 election is certified (i.e., before the need for a runoff election is confirmed). If a runoff election is called for March 2024 and, following certification of the election results, a runoff is unnecessary because a candidate received a majority of the votes in the November election, an item would be brought to the City Council to cancel the runoff election. All-Mail Ballot Possible Special Runoff Election Date MAY 7, 2024 Deadline to Publish Notice of Election 1/15/2024 Deadline for Candidates to Change Ballot Designation 1/30/2024 Candidate Filing Period 1/15/2024 – 8/9/2024 Ability to Consolidate Unlikely Election Results Certified By 6/6/2024 City Attorney Seated June 2024 Cost Estimate $1.0-$1.5 million Page 350 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 5 CITY COUNCIL DIRECTION If the City Council would like a special runoff election, if required, to take place in March or April 2024, the City Clerk recommends direction be provided at this time to allow preparation and required actions to be fulfilled. The City Clerk would return at a future meeting with resolution(s) to implement the City Council’s direction. If the City Council prefers to wait until the November election results are certified to discuss and act on a special runoff election, the City Clerk will present an item with the remaining options available. Consolidating the runoff with the March 2024 primary election would no longer be an option at that time. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Councilmembers do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff is not independently aware, and has not been informed by any City Councilmember, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT As explained in more detail throughout this report, the fiscal impacts for the current year will depend on whether a runoff is required and, if a runoff is necessary, which election date and format options are desired. Possible scenarios and associated current-year fiscal impact estimates: - A majority winner is declared in the primary, and no runoff is required: There would be no fiscal impact. - Vote Center model special runoff election consolidated with the March 2024 primary election: $225,000 - Vote Center model special runoff election held in March (not consolidated) or April 2024: $1.5 – $2.0 million - All-mail ballot special runoff election in May 2024: $1.0 – $1.5 million - Vote Center model special runoff election in November 2024: No current-year fiscal impact; associated budget, currently estimated at $225,000, would be requested as part of the City’s annual budget process for Fiscal Year 2024/25. An updated estimate for the November 2023 election reflects a reduction of $600,000 from the original amount budgeted due to a runoff election for the County Supervisor District 4 seat being scheduled on the same date. If a runoff election for the City Attorney is scheduled for the current fiscal year, those funds could be used towards the runoff election costs. The estimates are the best available at this time, as provided by the Registrar of Voters. Actual costs may vary. County of San Diego Administrative Code Section 439.1 requires that the City provide a deposit of the estimated election cost at least 60 days before the election. Upon the Registrar’s reconciliation, typically within six months of the election, a final bill (if costs were higher than anticipated) or a refund (if costs were lower than anticipated) is issued to the City. ONGOING FISCAL IMPACT Possible scenarios and associated ongoing fiscal impact for fiscal year 2024-25: Page 351 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 6 - Special runoff election is not required or is held before July 2024: There would be no ongoing fiscal impact. - Vote Center model special runoff election in November 2024: $225,000 The estimates are the best available at this time, as provided by the Registrar of Voters. Actual costs may vary. County of San Diego Administrative Code Section 439.1 requires that the City provide a deposit of the estimated election cost at least 60 days before the election. Upon the Registrar’s reconciliation, typically within six months of the election, a final bill (if costs were higher than anticipated) or a refund (if costs were lower than anticipated) is issued to the City. ATTACHMENTS None. Staff Contacts: Kerry K. Bigelow, MMC, City Clerk, and Cristina Hernandez, CMC, Deputy Director, City Clerk Services Page 352 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Labor Relations: Consideration of Establishing a Healthcare Worker Minimum Wage Report Number: 23-0265 Location: No specific geographic location Department: City Manager Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Place an ordinance on first reading adding Chapter 2.74 “Healthcare Worker Minimum Wage” to Title 2 of the Chula Vista Municipal Code (First Reading). SUMMARY On August 8, 2023, the City Council made a referral to the City Manager’s Office to prepare a healthcare worker minimum wage ordinance for Council consideration. The draft ordinance was presented to the City Council on September 12, 2023 and extensive public testimony was received. At the conclusion of the hearing, City Council directed staff to agendize the draft ordinance for action on September 19, 2023. This item is responsive to that direction. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with CEQA and has 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 required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. Page 353 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 DISCUSSION On August 8, 2023, the City Council directed staff to return on September 12th with an ordinance establishing a healthcare worker minimum wage, similar to a local initiative effort and an ordinance adopted by the City of Los Angeles. Per this direction, staff prepared a draft ordinance establishing a healthcare worker minimum wage of $25 per hour (the “Healthcare Worker Minimum Wage Ordinance”). The draft Healthcare Worker Minimum Wage Ordinance was tailored to match the style and structure of the Chula Vista Municipal Code (“CVMC”) and for consistency with a traffic control worker minimum wage ordinance that is also under City Council consideration. Additional edits were made to improve transparency and ease of implementation. On September 12, 2023, the City Council received the draft ordinance and extensive public testimony. At the conclusion of the hearing, staff was directed to agendize the draft ordinance for action on September 19 th. This item is responsive to that direction. If adopted, the ordinance would apply to all Covered Healthcare Workers (as defined in Section 2.74.030), effective January 1, 2024. Annual consumer price index-based increases would also be authorized, effective January 1, 2025 and each January 1st thereafter. The City Manager would be authorized to enforce the ordinance pursuant to CVMC Chapter 1.14 and civil causes of action would also be authorized. DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Council members do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Staff has been informed that Councilmember Chavez has a business position and /or income source related to the healthcare industry, which may present a potential conflict of interest; as a result, she will recuse herself from participation in this item. CURRENT-YEAR FISCAL IMPACT Staff is currently developing an implementation plan for this ordinance, including identifying associated funding requirements. The implementation plan will be presented to the City Council in the near term, including funding recommendations. Current-year fiscal impacts of administering and enforcing the Healthcare Worker Minimum Wage Ordinance will be presented with that item. ONGOING FISCAL IMPACT Staff is currently developing an implementation plan for this ordinance, including identifying associated funding requirements. The implementation plan will be presented to the City Council in the near term, including funding recommendations. Current-year fiscal impacts of administering and enforcing the Healthcare Worker Minimum Wage Ordinance will be presented with that item. Page 354 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 Impacts to Covered Healthcare Workers and Covered Healthcare Facilities (as defined in Section 2.74.030) have not been analyzed, nor have collateral impacts related to wage compression, health insurance premiums, etc. ATTACHMENTS None Staff Contact: Tiffany Allen, Assistant City Manager Page 355 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda C:\Program Files\eSCRIBE\TEMP\20192426595\20192426595,,,Ordinance.docx ORDINANCE NO. ORDINANCE OF THE CITY OF CHULA VISTA ADDING CHAPTER 2.74, “HEALTHCARE WORKER MINIMUM WAGE” TO TITLE 2 OF THE CHULA VISTA MUNICIPAL CODE TO ESTABLISH A HEALTHCARE WORKER MINIMUM WAGE WHEREAS, the City of Chula Vista (the “City”), a charter city, may adopt ordinances in accordance with its police powers to ensure the public health, welfare, and safety of its residents ; and WHEREAS, the City requires a sufficient healthcare workforce to ensure that life-saving healthcare facilities, including those vital to the social safety net, such as hospitals, health systems, community clinics, and dialysis clinics offer consistent, timely, high -quality care; and WHEREAS, workers at acute care facilities provide vital services including emergency care, labor and delivery, psychiatric care, cancer treatments, and primary and specialty care. Similarly, dialysis clinic workers provide life-preserving care to patients with end-stage renal disease and are part of the continuum of kidney care that also includes hospitals, clinics, and health systems; and WHEREAS, community clinics are essential safety-net providers that provide primary, dental, and behavioral healthcare to underserved communities and fully staffed community clinics help patients manage and prevent chronic conditions and stay healthy, minimizing unnecessary emergency room visits and hospitalizations; and WHEREAS, hospitals, health systems, community clinics, and dialysis clinics are facing staffing shortages that could jeopardize the availability of care in Chula Vista; and WHEREAS, prior to the COVID pandemic, California was facing an urgent and immediate shortage of healthcare workers, adversely impacting the health and well-being of Californians, especially economically disadvantaged Californians, and the COVID-19 pandemic has worsened these shortages; and WHEREAS, healthcare job vacancies are rising as workers on the frontlines deal with the emotional, mental, and physical fallout of providing healthcare during a pandemic; and WHEREAS, workforce shortages across industries also mean that the healthcare industry is competing with other economic sectors to fill critical non-clinical positions such as for cleaning staff, food service workers, and IT administrators; and WHEREAS, with rising housing costs, healthcare workers are being forced to live further from their places of work, increasing their stress and leading to retention challenges; and Page 356 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 2 WHEREAS, raising the minimum wage in Chula Vista will help address retention challenges and workforce shortages which negatively impact care for vulnerable patients receiving lifesaving, complex care or essential preventive care in settings such as emergency rooms , operating rooms, community clinics, and dialysis clinics; and WHEREAS, raising the minimum wage will also help to ensure that these healthcare facilities, including those serving underserved populations, are maintaining a robust workforce able to meet the challenges affecting our community; and WHEREAS, on August 8, 2023, the City Council directed staff to draft and present a healthcare worker minimum wage ordinance for discussion; and WHEREAS, a draft healthcare worker minimum wage ordinance was presented to the City Council for discussion on September 12, 2023 and the City Council received public testimony; and WHEREAS, on September 12, 2023, the City Council directed staff to return with a healthcare worker minimum wage ordinance for action on September 19, 2023. NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows: Section I. Chapter 2.74 is added to the Chula Vista Municipal Code to read as follows: Chapter 2.74 HEALTHCARE WORKER MINIMUM WAGE 2.74.010 Title This chapter is known as the “Healthcare Worker Minimum Wage Ordinance,” may be cited as such, and will be referred to herein as “this chapter”. 2.74.020 Purpose and Intent The purpose of this chapter is to address the unique recruitment and retention challenges of healthcare workers by ensuring that, except in limited circumstances, healthcare workers are paid a wage at least $25 per hour. 2.74.030 Definitions When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. “City” means the City of Chula Vista. Page 357 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 3 “City Manager” means the City Manager of the City of Chula Vista, or designee. “Code” means the City of Chula Vista Municipal Code. “Covered Healthcare Facility” means the following types of facilities or work sites, provided that they are privately owned and are located within the boundaries of the City: A. A licensed general acute care hospital as defined in Section 1250(a) of the California Health and Safety Code, including a distinct part of any such hospital. B. A clinic as defined in Section 1206(d) of the California Health and Safety Code, that is conducted, operated, or maintained as an outpatient department of a general acute care hospital or acute psychiatric hospital. C. A licensed acute psychiatric hospital as defined in Section 1250(b) of the California Health and Safety Code, including a distinct part of any such hospital. D. A community clinic as defined in Section 1204(a)(1)(A) of the California Health and Safety Code, including a primary care clinic, or a chronic dialysis clinic, as defined in Section 1204(b)(2) of the California Health and Safety Code. E. A federally qualified health center as defined in Section 1396d(1)(2)(B) of Title 42 of the United States Code, including federally qualified health center look-alikes. F. A facility or other work site that is part of an Integrated Healthcare Delivery system. “Covered Healthcare Worker” means an Employee who is employed to work at or by a Covered Healthcare Facility to provide patient care, healthcare services, or services supporting the provision of healthcare. “Covered Healthcare Worker” includes clinicians, professionals, non- professionals, nurses, certified nursing assistants, aides, technicians, maintenance workers, janitorial or housekeeping staff persons, groundskeepers, guards, food service workers, laundry workers, pharmacists, administrative workers, and business office clerical workers. A “Covered Healthcare Worker” works at a Covered Healthcare Facility only if that individual’s primary place of employment is physically located at one or more such facilities or work sites; for example, delivery workers employed primarily outside a Covered Healthcare Facility are not Covered Healthcare Workers for purposes of this chapter unless employed by a Person that owns, controls, or operates a Covered Healthcare Facility. “Covered Physician Group” means a medical group practice, including a professional medical corporation as defined in Section 2406 of the California Business and Professions Code, another form of corporation controlled by physicians and surgeons, a medical partnership, or an independent practice association, provided that the group includes a total of 10 or more physicians. “CPI” means the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) for the San Diego Area, as published by the U.S. Bureau of Labor Statistics on a monthly basis. Page 358 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 4 “Effective Date” means the effective date of this chapter, as set forth in Section 2.74.080. “Employee” has the same meaning as section 2775 in the California Labor Code. “Employer” means any Person, including a corporate officer or executive, who directly or indirectly, or through any other Person, including through the services of a temporary service, staffing agency, or similar entity, employs or exercises control over the wages, hours, or working conditions of any Employee. “Integrated Healthcare Delivery System” means an entity or group of related entities that includes both of the following: (1) one or more hospitals and (2) one or more Covered Physician Groups, health care service plans, medical foundation clinics, other health care facilities, or other entities, providing health care or supporting the provision of health care, where the hospital or hospitals and other entities are related through: A. Parent/subsidiary relationships, joint or common ownership or control, common branding, or common boards of directors and shared senior management; or B. A contractual relationship in which affiliated Covered Physician Groups or medical foundation clinics contract with a healthcare service plan, hospital, or other part of the system, all operating under a common trade name; or C. A contractual relationship in which a nonprofit healthcare service plan provides medical services to enrollees in a specific geographic region of the state through an affiliated hospital system, and contracts with a single Covered Physician Group in each geographic region of the state to provide medical services to a majority of the plan’s enrollees in that region. “Minimum Wage” means the minimum amount that must be paid to Covered Healthcare Workers as compensation for their labor, whether the amount is fixed or ascertained by the standards of time, task, piece, commission basis, or other method of calculation. “Minimum Wage” does not include bonuses, shift differentials, premium pay, reimbursement or allowances for work-related equipment or other expenses, credits for meals or lodging, tips, gratuities, or the cost of medical, dental, retirement or similar benefits. “Person” means an individual, firm, partnership, limited partnership, limited liability partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, agency, instrumentality, or any other legal or commercial entity, whether domestic or foreign. Page 359 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 5 2.74.040 Minimum Wage Required A. An Employer shall ensure that each Covered Healthcare Worker i t employs is paid a Minimum Wage equivalent to no less than the hourly rate set forth herein or under the authority of this chapter for hours worked within the geographic boundaries of the City. B. The Minimum Wage for Covered Healthcare Workers shall be as follows: 1. On the Effective Date, the Minimum Wage shall be not less than $25 per hour for all hours worked as a Covered Healthcare Worker. 2. One year after the Effective Date, and annually thereafter on the same date, the Minimum Wage shall increase by the change in published CPI for the preceding twelve months. If the change to the published CPI over the twelve-month period is negative, the Minimum Wage shall remain unchanged. The City shall annually publish a bulletin announcing the adjusted Minimum Wage, at least 30 days prior to the effective date of such rate. C. An Employer may not fund the Minimum Wage increases required by this chapter in any of the following ways: 1. Reducing Covered Healthcare Workers’ premium pay rates or shift differentials; 2. Reducing vacation, healthcare, or other non-wage benefits of any Covered Healthcare Worker; 3. Reducing Covered Healthcare Workers’ hours of work; 4. Laying off Covered Healthcare Workers; or 5. Increasing charges to any Covered Healthcare Worker for parking, work-related materials, or equipment. D. An Employer is in violation of Section 2.74.040(C) if the Minimum Wage requirements of this chapter are a motivating factor in the Employer’s decision to take any of the actions described in Section 2.74.040(C), unless Employer proves that it would have taken the same action at the time that it did irrespective of the operation of this ordinance. E. Covered Healthcare Facilities shall post in a conspicuous place a notice of the current Minimum Wage for Covered Healthcare Workers required by this chapter. F. Employers of Covered Healthcare Workers shall retain payroll records pertaining to Covered Healthcare Workers for a minimum of four (4) years and shall allow the City or its designee access to such records, with appropriate notice and during business hours, to monitor compliance with the requirements of this chapter. Page 360 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 6 2.74.050 Retaliation No Employer shall discharge, terminate a contract with, reduce compensation to, or otherwise discriminate against or take adverse action against any Covered Healthcare Worker for opposing any practice prohibited by this chapter, for participating in proceedings related to this chapter, for seeking to enforce rights under this chapter by any lawful means, or for otherwise asserting rights under this chapter. Protections in this section shall apply to any Covered Healthcare Worker who mistakenly, but in good faith, alleges noncompliance with this chapter. Taking any adverse action against a Covered Healthcare Worker within 90 days of the Covered Healthcare Worker’s exercise of rights protected under this chapter shall raise a rebuttable presumption of having done so in retaliation for the exercise of such rights. 2.74.060 Enforcement A. Administrative Enforcement. The City Manager may enforce this chapter in accordance with the provisions of CVMC Chapter 1.41. B. Civil Enforcement. A Covered Healthcare Worker, a representative of a Covered Healthcare Worker, the City Attorney, or another Person acting on behalf of the public as provided for under applicable state law may bring a civil action in a court of competent jurisdiction against an Employer violating this chapter. 1. Remedies for Violation. A Court of competent jurisdiction may impose all remedies available under law or in equity, including injunctive or other equitable relief, reinstatement, the payment of any wages unlawfully withheld, the payment of penalties in the amount of up to $120 to each Covered Healthcare Worker for each day that a violation occurred or continued, and reasonable attorneys’ fees and costs. In an action initiated by the City Attorney, the recovery of attorneys’ fees shall be subject to the provisions of 2.74.060(B)(2) below. In addition to the remedies identified above, a Covered Healthcare Worker who is the subject of retaliation by an Employer, as described in Section 2.74.050, is entitled to reinstatement and treble damages. 2. Attorneys’ Fees in City Initiated Action. Attorneys’ fees may be recovered by the prevailing party only in individual actions or proceedings in which the City elects, at the initiation of that individual action or proceeding, to seek recovery of its own attorneys’ fees. If the City does not elect, at the initiation of an individual action or proceeding, to seek recovery of its own attorneys’ fees, no other party shall seek or recover attorneys’ fees. Page 361 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 7 2.76.070 Limitations A. Any waiver by a Covered Healthcare Worker of any or all of the provisions of this chapter or of rights or protections afforded under the authority of this chapter shall be deemed contrary to public policy and shall be void and unenforceable. B. This chapter is not intended to, and shall not be interpreted to, conflict with federal or state law and shall be interpreted to be compatible with federal and state enactments, not limited to those dealing with employee/employer and labor relations, and in furtherance of the public purposes that those enactments encompass. C. This chapter does not create any cause of action for damages against the City. D. This chapter shall not be construed as limiting any Covered Healthcare Worker’s right to obtain relief to which the Covered Healthcare Worker may be entitled at law or in equity. Exhaustion of remedies under this chapter is not a prerequisite to the assertion of any right. E. This chapter shall not be construed to discourage or prohibit an Employer from providing higher wages to its Employees. F. This chapter is not intended to cause a reduction in employment or work hours for Covered Healthcare Workers. Therefore, a court may grant a one-year waiver from the Minimum Wage requirements of this chapter if any Employer can demonstrate by substantial evidence that compliance with this ordinance would raise substantial doubt about the Employer’s ability to continue as a going concern under generally accepted accounting standards. The evidence must include documentation of the Employer’s financial condition, as well as the condition of any parent or affiliated entity, and evidence of the actual or potential direct financial impact of compliance with this chapter. A one-year waiver granted by a court pursuant to this section does not exempt an Employer from complying with any and all federal, state, or local laws and regulations, including any other applicable federal, state, or local minimum wage requirement. 2.76.080 Promulgation of regulations, standards, and other legal duties A. The City Manager is authorized to establish, consistent with the terms of this chapter, any additional administrative rules, regulations and standards determined to be necessary to carry out the purposes of this chapter. B. Regulations shall be published on the City’s website and maintained and available to the public in the Office of the City Clerk. C. Regulations promulgated by the City Manager shall become effective and enforceable upon date of publication on the City’s website. Page 362 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 8 2.74.080 Effective Date This chapter shall take effect January 1, 2024. Section II. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section III. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Section IV. Effective Date This Ordinance shall take effect and be in force on the thirtieth day after its final passage. Section V. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by Tiffany Allen Jill D.S. Maland Assistant City Manager Lounsbery Ferguson Altona & Peak Acting City Attorney Page 363 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda v . 0 03 P a g e | 1 September 19, 2023 ITEM TITLE Labor Relations: Consideration of Establishing Traffic Control Worker Minimum Wage Report Number: 23-0264 Location: No specific geographic location Department: City Manager Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act (“CEQA”) State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required. Recommended Action Place an ordinance on first reading adding Chapter 2.73 “Traffic Control Worker Minimum Wage” to Title 2 of the Chula Vista Municipal Code (First Reading). SUMMARY On May 9, 2023, the City Council Labor Relations Ad Hoc Subcommittee issued a report on findings and recommendations to the City Council. A referral was made to the City Manager for consideration, implementation, negotiation, and a report back to the City Council within 90 days on the recommendations of the Ad Hoc Subcommittee. That report was provided to the City Council on August 8, 2023. At the August meeting, City Council directed staff to return with implementing ordinances relating to contractor transparency, project labor agreements, and minimum wages for traffic control workers in the public right-of-way. A responsive report was provided on September 12, 2023. Modifications proposed for the traffic control worker minimum wage ordinance that evening exceeded what could be approved without additional noticing and staff was directed to return with a revised ordinance for City Council consideration on September 19, 2023. This item is responsive to that direction. ENVIRONMENTAL REVIEW The Director of Development Services has reviewed the proposed activity for compliance with CEQA and has determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines Page 364 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 2 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 required. BOARD/COMMISSION/COMMITTEE RECOMMENDATION Not applicable. DISCUSSION On March 28, 2023, the City Council approved the establishment of a Labor Relations Ad Hoc Subcommittee comprised of Deputy Mayor Jose Preciado and Councilmember Andrea Cardenas (the “Labor Relations Subcommittee”). The Labor Relations Subcommittee held a series of meetings with various stakeholders to discuss issues relating to safety conditions and enhancements for traffic control workers, the potential need for a contractor transparency ordinance, and the process to adopt a citywide project labor agreement (“PLA”). On May 9, 2023, the Labor Relations Subcommittee issued a report and recommended that the City Council refer the following to the City Manager’s Office: 1. Draft a municipal code amendment to address safety conditions and enhancements impacting traffic control workers. 2. Develop a labor transparency ordinance to be consistent with similar policies across the County of San Diego, and identify City needs for ordinance enforcement. 3. Formally engage in the process to develop a citywide Project Labor Agreement with input from the San Diego Building and Construction Trades Council. The City Council supported the recommended referral at its May 9, 2023 meeting and directed the City Manager to return with a report on implementation within 90 days. Staff returned with that report on August 8, 2023. At the August meeting, staff provided an overview of work to date, potential policy considerations, and draft language (view staff report here). The City Council then directed staff to return with the following items on September 12, 2023: 1. A municipal code amendment requiring PLAs for projects that a) have a construction cost at time of contract award of $1,000,000 or more and are constructed on City-owned property; or b) are housing projects receiving $5,000,000 or more in funding from the City. 2. A municipal code amendment addressing labor transparency. 3. A municipal code amendment addressing safety conditions and enhancements by establishing a traffic control worker minimum wage. 4. A municipal code amendment establishing a minimum wage for healthcare workers. Following the August meeting, staff continued to engage with stakeholders, including, but not limited to the following: Building Industry Association The City’s Development Oversight Committee Laborers’ International Union of North America (“LiUNA”) Local 89 San Diego Southwest Mountain States Regional Council of Carpenters Local 619 San Diego Communication Workers of America District 9 Page 365 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 3 Utility Providers (SDG&E, Cox Communications, AT&T, Verizon, Wyyerd, Sweetwater Authority, Otay Water District) Service Employees International Union – United Healthcare Workers West (SEIU-UHW) At the September 12 City Council meeting, staff presented a report addressing the following items (view staff report here): 1. an ordinance amending Chapter 2.59 and adding Chapter 2.71 “Project Labor Agreements” of Title 2 of the Chula Vista Municipal Code (Ordinance A); 2. a resolution adopting a Policy relating to Project Labor Agreements on City Capital Improvement Projects (Resolution B); 3. an ordinance adding Chapter 2.72 “Construction Contractor and Subcontractor Reporting” to Title 2 of the Chula Vista Municipal Code (Ordinance C); 4. an ordinance adding Chapter 2.73 “Traffic Control Worker Minimum Wage” to Title 2 of the Chula Vista Municipal Code (Ordinance D); and 5. an ordinance adding Chapter 2.74 “Healthcare Worker Minimum Wage” to Title 2 of the Chula Vista Municipal Code (Ordinance E). After receiving extensive public testimony, the City Council placed Ordinances A and C on first reading and approved Resolution B. Staff was directed to return with a modified version of the traffic control worker minimum wage ordinance (Ordinance D, the “Traffic Control Worker Minimum Wage Ordinance”) on September 19, 2023, incorporating edits proposed by stakeholders at the September 12th meeting. This item is responsive to that direction. Attachment 1 shows a comparison of the current draft of CVMC Chapter 2.73 “Traffic Control Worker Minimum Wage” and the September 12th version. Traffic Control Worker Minimum Wage Ordinance The draft ordinance establishes a traffic control worker minimum wage tied to prevailing wage, similar to ordinances recently adopted in the County and City of San Diego. The ordinance was tailored to match the style and structure of the Chula Vista Municipal Code (“CVMC”) and for consistency with the proposed healthcare worker minimum wage ordinance that is also under City Council consideration. (e.g., inclusion of provisions addressing retaliation and civil causes of action). If adopted, the ordinance would apply to all traffic control work done pursuant to a City issued permit that includes a traffic control plan, with limited exceptions (see Sections 2.73.040(A) through (D)). The City Manager would be authorized to enforce the ordinance pursuant to CVMC Chapter 1.14 and civil causes of action would also be authorized. Should the City Council place this ordinance on first reading tonight, a second reading is expected to occur on October 3, 2023, resulting in an effective date of November 2, 2023 (30 days after final passage). DECISION-MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site-specific and consequently, the real property holdings of the City Council members do not create a disqualifying real property-related financial conflict of interest under the Political Reform Act (Cal. Gov't Code § 87100, et seq.). Page 366 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda P a g e | 4 Staff is not independently aware, and has not been informed by any City Council member, of any other fact that may constitute a basis for a decision-maker conflict of interest in this matter. CURRENT-YEAR FISCAL IMPACT Staff is currently developing an implementation plan for this ordinance, including identifying associated funding requirements. The implementation plan will be presented to the City Council in the near term, includi ng funding recommendations. Current-year fiscal impacts of administering and enforcing the Traffic Control Worker Minimum Wage Ordinance will be presented with that item. ONGOING FISCAL IMPACT Staff is currently developing an implementation plan for this ordinance, including identifying associated funding requirements. The implementation plan will be presented to the City Council in the near term, including funding recommendations. Ongoing fiscal impacts of administering and enforcing the Traffic Control Worker Minimum Wage Ordinance will be presented with that item. ATTACHMENTS 1. Redline strikeout of CVMC Chapter 2.73 “Traffic Control Worker Minimum Wage”, compared with September 12th version Staff Contact: Tiffany Allen, Assistant City Manager Page 367 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda ORDINANCE NO. ORDINANCE OF THE CITY OF CHULA VISTA ADDING CHAPTER 2.73, “TRAFFIC CONTROL WORKER MINIMUM WAGE” TO TITLE 2 OF THE CHULA VISTA MUNICIPAL CODE TO ESTABLISH A TRAFFIC CONTROL WORKER MINIMUM WAGE WHEREAS, the City of Chula Vista (the “City”), a charter city, may adopt ordinances in accordance with its police powers to ensure the public health, welfare, and safety of its residents ; and WHEREAS, construction and maintenance projects in the public rights-of-way may cause unexpected hazards and difficult driving conditions, creating health and safety risks to the public, including drivers, pedestrians, and workers; and WHEREAS, traffic control workers perform a critical role in ensuring public safety during construction and maintenance work in the city’s public rights-of-way; and WHEREAS, traffic control workers are exposed to health and safety hazards and risks, including the risks of serious injury and death; and WHEREAS, traffic control workers who work on public works projects for the City must be paid the prevailing wage required by the California Labor Code for public works projects; however, private employers currently may pay traffic control workers on non -public works projects significantly less for the same type of work in the City’s public rights-of-way; and WHEREAS, the California Department of Industrial Relations generally describes the prevailing wage rate as the basic hourly rate paid on public works projects to a majority of workers engaged in a particular craft, classification, or type of work within the locality and in the nearest labor market area (if a majority of such workers are paid at a single rate). If there is no single rate paid to the majority, then the single or modal rate being paid to the greatest number of workers is prevailing; and WHEREAS, studies have shown that the payment of applicable prevailing wage rate improves safety and reduces rate of injury and death among workers because workers who are paid the prevailing wage generally are more qualified, based on factors such as skill, training, and experience; and WHEREAS, the City desires to limit health and safety risks to the public and traffic control workers associated with construction and maintenance activities in the City’s public rights-of-way, by requiring private employers to pay no less than the prevailing wage rate paid for the same type of work on public works projects in San Diego County; and WHEREAS, on August 8, 2023, the City Council directed City staff to draft and present a traffic control worker minimum wage ordinance for consideration; and Page 368 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 2 WHEREAS, a draft traffic control worker minimum wage ordinance was presented to the City Council on September 12, 2023, and the City Council received public testimony, including proposed amendments to the ordinance; and WHEREAS, on September 12, 2023, the City Council directed staff to incorporate certain amendments proposed to the traffic control worker minimum wage ordinance and return with an ordinance for action on September 19, 2023. NOW, THEREFORE the City Council of the City of Chula Vista does ordain as follows: Section I. Chapter 2.73 is added to the Chula Vista Municipal Code to read as follows: Chapter 2.73 TRAFFIC CONTROL WORKER MINIMUM WAGE 2.73.010 Title This chapter is known as the “Traffic Control Worker Minimum Wage Ordinance,” may be cited as such, and will be referred to herein as “this chapter”. 2.73.020 Purpose and Intent The purpose of this chapter is to address the unique safety risks confronted by workers and users of City public rights-of-way by ensuring that, except in limited circumstances, all traffic control workers are paid a wage at least equivalent to the prevailing wage they would receive if they were working on a City public works project. 2.73.030 Definitions When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. “City” means the City of Chula Vista. “City Manager” means the City Manager of the City of Chula Vista, or designee. “Code” means the City of Chula Vista Municipal Code. “Employee” has the same meaning as Section 2775 in the California Labor Code. “Employer” means any Person, including a corporate officer or executive, who directly or indirectly, or through any other Person, including through the services of a temporary service, Page 369 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 3 staffing agency, or similar entity, employs or exercises control over the wages, hours, or working conditions of any Employee. “Permit” means a City issued permit that includes a traffic control plan. “Person” means any individual, firm, partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, or any other group or combination of Persons acting as a unit. “Prevailing Wage” means the wage required by Labor Code Section 1720 et seq. to be paid to a worker on a public works or maintenance project in the location where the work is performed. “Public Works Project” means the construction, reconstruction, or repair of public buildings, streets, utilities, and other public works, including design-build contracts, construction manager at-risk contracts, and job orders. “Traffic Control Work” means the stopping, slowing, or otherwise guiding, directing or controlling of traffic pursuant to a Permit. “Traffic Control Worker” means any Person engaged in Traffic Control Work, excluding public agency Employees performing traffic control for a public agency. 2.73.040 Minimum Wage Required All Traffic Control Workers performing Traffic Control Work, as required by a Permit, shall be paid no less than the Prevailing Wage, except as follows: A. Traffic Control Work performed by an Employee in support of the construction, renovation, or repair of a single-family home, duplex, triplex, or accessory dwelling unit. B. Traffic Control Work performed by an Employee on any project costing $1,000 or less, as specified in California Labor Code Section 1771 or any subsequent cost threshold applicable to the payment of Prevailing Wage established by California law. C. Traffic Control Work performed by an Employee of a gas or electric utility company on any project where the Employee performs Traffic Control Work for one hour or less per workday or one hour or less per shift. D. To the extent prohibited by law, or by a state or federal funding source requirement applicable to the work that is the subject of the Permit. 2.73.050 Retaliation No Employer shall discharge, terminate a contract with, reduce compensation to, or otherwise discriminate against or take adverse action against any Traffic Control Worker for opposing any practice prohibited by this chapter, for participating in proceedings related to this chapter, for Page 370 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 4 seeking to enforce rights under this chapter by any lawful means, or for otherwise asserting rights under this chapter. Protections in this section shall apply to any Traffic Control Worker who mistakenly, but in good faith, alleges noncompliance with this chapter. Taking any adverse action against a Traffic Control Worker within 90 days of the Traffic Control Worker’s exercise of rights protected under this chapter shall raise a rebuttable presumption of having done so in retaliation for the exercise of such rights. 2.73.060 Enforcement A. The City Manager may enforce this chapter in accordance with the provisions of CVMC Chapter 1.41. B. If an Employer ceases its business operations, or sells, exchanges, transfers, or otherwise disposes of the Employer’s business, then any Person that becomes a successor to the business shall be liable for any unpaid amounts owed under this chapter, if, at the time of the conveyance of the business, the successor has actual or constructive knowledge of the amounts owed as determined by the City. C. Civil Enforcement. A Traffic Control Worker, a representative of a Traffic Control Worker, the City Attorney, or another Person acting on behalf of the public as provided for under applicable state law may bring a civil action in a court of competent jurisdiction against an Employer violating this chapter. 1. Remedies for Violation. A Court of competent jurisdiction may impose all remedies available under law or in equity, including injunctive or other equitable relief, reinstatement, the payment of any wages unlawfully withheld, the payment of penalties in the amount of up to $120 to each Traffic Control Worker for each day that a violation occurred or continued, and reasonable attorneys’ fees and costs. In an action initiated by the City Attorney, the recovery of attorneys’ fees shall be subject to the provisions of 2.73.060(C)(2) below. In addition to the remedies identified above, a Traffic Control Worker who is the subject of retaliation by an Employer, as described in Section 2.73.050, is entitled to reinstatement and treble damages. 2. Attorneys’ Fees in City Initiated Action. Attorneys’ fees may be recovered by the prevailing part y only in individual actions or proceedings in which the City elects, at the initiation of that individual action or proceeding, to seek recovery of its own attorneys’ fees. If the City does not elect, at the initiation of an individual action or proceeding, to seek recovery of its own attorneys’ fees, no other party shall seek or recover attorneys’ fees. 2.73.070 Limitations A. Any waiver by a Traffic Control Worker of any or all of the provisions of this chapter or of rights or protections afforded under the authority of this chapter shall be deemed contrary to public policy and shall be void and unenforceable. Page 371 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 5 B. This chapter is not intended to, and shall not be interpreted to, conflict with federal or state law and shall be interpreted to be compatible with federal and state enactments, not limited to those dealing with employee/employer and labor relations, and in furtherance of the public purposes that those enactments encompass. C. This chapter does not create any cause of action for damages against the City. D. This chapter shall not be construed as limiting any Traffic Control Worker’s right to obtain relief to which the Traffic Control Worker may be entitled at law or in equity. Exhaustion of remedies under this chapter is not a prerequisite to the assertion of any right. E. This chapter shall not be construed to discourage or prohibit an Employer from providing higher wages to its Employees. 2.73.080 Promulgation of regulations, standards, and other legal duties A. The City Manager is authorized to establish, consistent with the terms of this chapter, any additional administrative rules, regulations and standards determined to be necessary to carry out the purposes of this chapter. B. Regulations shall be published on the City’s website and maintained and available to the public in the Office of the City Clerk. C. Regulations promulgated by the City Manager shall become effective and enforceable upon date of publication on the City’s website. 2.73.090 Effective Date Any Permit issued by the City on or after November 2, 2023 shall be deemed to include the requirement to comply with this chapter. Section II. Severability If any portion of this Ordinance, or its application to any person or circumstance, is for any reason held to be invalid, unenforceable or unconstitutional, by a court of competent jurisdiction, that portion shall be deemed severable, and such invalidity, unenforceability or unconstitutionality shall not affect the validity or enforceability of the remaining portions of the Ordinance, or its application to any other person or circumstance. The City Council of the City of Chula Vista hereby declares that it would have adopted each section, sentence, clause or phrase of this Ordinance, irrespective of the fact that any one or more other sections, sentences, clauses or phrases of the Ordinance be declared invalid, unenforceable or unconstitutional. Section III. Construction The City Council of the City of Chula Vista intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. Page 372 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Ordinance Page 6 Section IV. Effective Date This Ordinance shall take effect and be in force on the thirtieth day after its final passage. Section V. Publication The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same to be published or posted according to law. Presented by Approved as to form by Tiffany Allen Jill D.S. Maland Assistant City Manager Lounsbery Ferguson Altona & Peak Acting City Attorney Page 373 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Chapter 2.73 TRAFFIC CONTROL WORKER MINIMUM WAGE 2.73.010 Title This chapter is known as the “Traffic Control Worker Minimum Wage Ordinance,” may be cited as such, and will be referred to herein as “this chapter”. 2.73.020 Purpose and Intent The purpose of this chapter is to address the unique safety risks confronted by workers and users of City public rights-of-way by ensuring that, except in limited circumstances, all traffic control workers are paid a wage at least equivalent to the prevailing wage they would receive if they were working on a City public works project. 2.73.030 Definitions When used in this chapter, the following words and phrases shall have the meanings ascribed to them below. Words and phrases not specifically defined below shall have the meanings ascribed to them elsewhere in this Code, or shall otherwise be defined by common usage. For definitions of nouns, the singular shall also include the plural; for definitions of verbs, all verb conjugations shall be included. “City” means the City of Chula Vista. “City Manager” means the City Manager of the City of Chula Vista, or designee. “Code” means the City of Chula Vista Municipal Code. “Employee” has the same meaning as Section 2775 in the California Labor Code. “Employer” means any Person, including a corporate officer or executive, who directly or indirectly, or through any other Person, including through the services of a temporary service, staffing agency, or similar entity, employs or exercises control over the wages, hours, or working conditions of any Employee. “Permit” means a City issued permit that includes a traffic control plan. “Person” means any individual, firm, partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, or any other group or combination of Persons acting as a unit. “Prevailing Wage” means the wage required by Labor Code Section 1720 et seq. to be paid to a worker on a public works or maintenance project in the location where the work is performed. Page 374 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Attachment 1 Page 2 “Public Works Project” means the construction, reconstruction, or repair of public buildings, streets, utilities, and other public works, including design-build contracts, construction manager at-risk contracts, and job orders. “Traffic Control Work” means the stopping, slowing, or otherwise guiding, directing or controlling of traffic pursuant to a Permit. “Traffic Control Worker” means any Person engaged in Traffic Control Work, excluding public agency Employees performing traffic control for a public agency. 2.73.040 Minimum Wage Required All Traffic Control Workers performing Traffic Control Work, as required by a Permit, shall be paid no less than the Prevailing Wage, except as follows: A. Traffic Control Work performed by an Employee in support of the construction, renovation, or repair of a single-family home, duplex, triplex, or accessory dwelling unit. B. Traffic Control Work performed by an Employee on any project costing $1,000 or less, as specified in California Labor Code Section 1771 or any subsequent cost threshold applicable to the payment of Prevailing Wage established by California law. C. Traffic Control Work performed by an Employee of a gas, or electric, telephone, cable, or fiber utility company on any project where the Employee performs workTraffic Control Work for one hour or less per workday or one hour or less per shift. D. To the extent prohibited by law, or by a state or federal funding source requirement applicable to the work that is the subject of the Permit. 2.73.050 Retaliation No Employer shall discharge, terminate a contract with, reduce compensation to, or otherwise discriminate against or take adverse action against any Traffic Control Worker for opposing any practice prohibited by this chapter, for participating in proceedings related to this chapter, for seeking to enforce rights under this chapter by any lawful means, or for otherwise asserting rights under this chapter. Protections in this section shall apply to any Traffic Control Worker who mistakenly, but in good faith, alleges noncompliance with this chapter. Taking any adverse action against a Traffic Control Worker within 90 days of the Traffic Control Worker’s exercise of rights protected under this chapter shall raise a rebuttable presumption of having done so in retaliation for the exercise of such rights. 2.73.060 Enforcement A. The City Manager may enforce this chapter in accordance with the provisions of CVMC Chapter 1.41. Page 375 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Attachment 1 Page 3 B. If an Employer ceases its business operations, or sells, exchanges, transfers, or otherwise disposes of the Employer’s business, then any Person that becomes a successor to the business shall be liable for any unpaid amounts owed under this chapter, if, at the time of the conveyance of the business, the successor has actual or constructive knowledge of the amounts owed as determined by the City. C. Civil Enforcement. A Traffic Control Worker, a representative of a Traffic Control Worker, the City Attorney, or another Person acting on behalf of the public as provided for under applicable state law may bring a civil action in a court of competent jurisdiction against an Employer violating this chapter. 1. Remedies for Violation. A Court of competent jurisdiction may impose all remedies available under law or in equity, including injunctive or other equitable relief, reinstatement, the payment of any wages unlawfully withheld, the payment of penalties in the amount of up to $120 to each Traffic Control Worker for each day that a violation occurred or continued, and reasonable attorneys’ fees and costs. In an action initiated by the City Attorney, the recovery of attorneys’ fees shall be subject to the provisions of 2.73.060(C)(2) below. In addition to the remedies identified above, a Traffic Control Worker who is the subject of retaliation by an Employer, as described in Section 2.73.050, is entitled to reinstatement and treble damages. 2. Attorneys’ Fees in City Initiated Action. Attorneys’ fees may be recovered by the prevailing party only in individual actions or proceedings in which the City elects, at the initiation of that individual action or proceeding, to seek recovery of its own attorneys’ fees. If the City does not elect, at the initiation of an individual action or proceeding, to seek recovery of its own attorneys’ fees, no other party shall seek or recover attorneys’ fees. 2.73.070 Limitations A. Any waiver by a Traffic Control Worker of any or all of the provisions of this chapter or of rights or protections afforded under the authority of this chapter shall be deemed contrary to public policy and shall be void and unenforceable. B. This chapter is not intended to, and shall not be interpreted to, conflict with federal or state law and shall be interpreted to be compatible with federal and state enactments, not limited to those dealing with employee/employer and labor relations, and in furtherance of the public purposes that those enactments encompass. C. This chapter does not create any cause of action for damages against the City. D. This chapter shall not be construed as limiting any Traffic Control Worker’s right to obtain relief to which the Traffic Control Worker may be entitled at law or in equity. Exhaustion of remedies under this chapter is not a prerequisite to the assertion of any right. Page 376 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda Attachment 1 Page 4 E. This chapter shall not be construed to discourage or prohibit an Employer from providing higher wages to its Employees. 2.73.080 Promulgation of regulations, standards, and other legal duties A. The City Manager is authorized to establish, consistent with the terms of this chapter, any additional administrative rules, regulations and standards determined to be necessary to carry out the purposes of this chapter. B. Regulations shall be published on the City’s website and maintained and available to the public in the Office of the City Clerk. C. Regulations promulgated by the City Manager shall become effective and enforceable upon date of publication on the City’s website. 2.73.090 Effective Date Any Permit issued by the City on or after January 1, 2024November 2, 2023 shall be deemed to include the requirement to comply with this chapter. Page 377 of 377 City of Chula Vista City Council 2023/09/19 City Council Post Agenda