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HomeMy WebLinkAbout2006/12/12 Item 13 COUNCIL AGENDA STATEMENT Item: Meeting Date: /3 12/12/06 ITEM TITLE: RESOLUTION ACCEPTING $83,219 FROM THE OFFICE OF EMERGENCY SERVICES AND APPROPRIATING FUNDS THEREFOR, WAIVING THE CONSULTANT SELECTION PROCESS AND APPROVING THE CONTRACTUAL AGREEMENT WITH SOUTH BAY COMMUNITY SERVICES TO PROVIDE SERVICES FOR DOMESTIC VIOLENCE CASES. REVIEWED BY: Chief of Policej))J'1-s: f.pr; City Manager r (4/5ths Vote: YesLNo _) SUBMITTED BY: The Police Department and South Bay Community Services have been providing Domestic Violence Response Team services for the past ten years. The attached contract formally continues those services, which include comprehensive assessments of children and families, immediate crisis intervention, and follow-up services to the victim and children. The contract is a standard two-party agreement that has been approved as to form by the City Attorney. RECOMMENDATION: That Council adopts the resolution accepting $83,219 from the Office of Emergency Services, appropriating said funds to the Police Grant Fund supplies and services budget, waiving the consultant selection process, and approving the contractual agreement with South Bay Community Services to provide services for Domestic Violence cases. BOARDS/COMMISSIONS RECOMMENDATION: N/A DISCUSSION: The Chula Vista Police Department (CVPD) has received continued funding for the expansion of a successfully established domestic violence program. The State of California Governor's Office of Emergency Services (OES) has awarded the Police Department $83,219 during the final year of a 4-year grant program. Since 1985, CVPD and South Bay Community Services (SBCS) have partnered to address issues with juveniles. And since 1997, CVPD has been working in a partnership with SBCS to provide direct services to domestic violence victims 13-1 T Page 2, Item: 13 Meeting Date: 12/12/06 and protect the children from abuse. The partnership between CVPD and SBCS resulted in the formation of a 24-hourJ7-day per week Domestic Violence Response Team (DVRT). In order to provide more consistent and intensified follow-up services, the DVRT program was expanded in October 2003 with the addition of two full-time SBCS Advocates working on site at CVPD. The OES grant has funded advocacy services since FY 2003/20Q4, and the fourth and final year award will continue to do so in FY 2006/2007. Continuing services of the two additional Advocates beyond FY 2006/2007 is contingent upon additional grant funding to support the program. Because of the established working relationship with SBCS, CVPD is seeking to waive the consultant selection process and approve the contractual agreement with SBCS to provide services for domestic violence cases. SBCS has tailored their programs to meet the needs of the City and their experience, qualifications and community presence make them a unique service provider. The Domestic Violence Response Team consists of detectives from the Family Protection Unit of the Police Department and Advocates from South Bay Community Services. The Advocates work closely with the Detectives, provide more intensified follow-up services after the violent incident, and help prevent the need for further intervention by law enforcement. SBCS' Advocates are mandated to provide 24-hour immediate mobile crisis intervention in response to 911 calls to the CVPD on all family violence cases involving children. Immediate response is construed to mean 20 minutes and current average response time is 19-22 minutes. SBCS emergency staff meets CVPD officers at the scene of domestic violence crimes to assess for child abuse as well as offer services to victims. Additionally, CVPD has dedicated personnel from the Family Protection Unit to arrive in such cases. This dedicated staffing will allow both CVPD and the SBCS Advocate to have increased access to victims after the incident. The following business day, the Advocate will follow-up with victims (alone or with a CVPD Detective), set up home visits with those not sheltered and provide case management and additional services to those placed in shelter. These visits will be coordinated with a Detective, depending on the severity of the abuse and if the perpetrator is still at large. Other SBCS Advocate services include safety planning, support groups and counseling, Temporary Restraining Order information and assistance, and transportation to a domestic violence shelter. FY 2006/2007 DVRT Obiectives Investigate 1,200 cases of suspected domestic violence Make contact and offer advocacy to 100% of victims with cases assigned to the unit Provide advocacy, including crisis intervention, resource and referral assistance, emergency assistance, and/or restraining order assistance to 400 victims Provide 4 training sessions reaching at least 100 law enforcement officers 13-2 Page 3, Item: 13 Meeting Date: 12/12/06 DECISION MAKER CONFLICTS: Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot. rule found in California Code of Regulations section 18704.2(a)(1) is not applicable to this decision. FISCAL IMPACT: The Office of Emergency Services grant of $83,219 will completely offset the cost of subcontracting to SBCS for the services of two full-time Advocates. Continuing services of the two Advocates beyond FY 2006/2007 is contingent upon additional grant funding from the Office of Emergency Services to support the program. This is a one-time appropriation. As additional grant funds are secured, the Department will bring forward additional requests for further funding of these positions. Attachment: Agreement between City of Chula Vista and South Bay Community Services for Domestic Violence Response and Advocacy Services 13-3 , RESOLUTION NO. 2006- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING $83,219 FROM THE OFFICE OF EMERGENCY SERVICES AND APPROPRIATING FUNDS THEREFOR, WAIVING THE CONSULTANT SELECTION PROCESS AND APPROVING THE AGREEMENT WITH SOUTH BAY COMMUNITY SERVICES TO PROVIDE SERVICES FOR DOMESTIC VIOLENCE CASES; AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the Police Department was awarded $83,219 from the State of California Governor's Office of Emergency Services to enhance domestic violence response and advocacy services; and WHEREAS, the Police Department is seeking to waive the consultant selection process as South Bay Community Services has partnered with the Police Department since 1985 and tailored their programs to meet the needs of the City; and their experience, qualifications and community presence make them a unique service provider; and WHEREAS, acceptance of this grant will offset the cost of subcontracting services of two South Bay Community Services advocates; and WHEREAS, the enhanced Domestic Violence Response and Advocacy Team will provide advocacy, crisis intervention, resource and referral assistance, emergency assistance and/or restraining order assistance. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista does hereby accept $83,219 from the Office of Emergency Services, appropriate said funds to the Police Grant Fund supplies and services budget, waive the consultant selection process and approve the Agreement with South Bay Community Services to provide services for domestic violence cases. BE IT FURTHER RESOLVED THAT the Mayor of the City of Chula Vista is hereby authorized to execute the Agreement on behalf of the City of Chula Vista. Presented by: Approved as to form by: ~ Richard P. Emerson Police Chief H:\AttcrneyIFinal Resos\2006\12 12 06\DVRT1212Q6agendaCVPD.doc 13-4 T THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORiV1ALL Y SIGNED UPON APPROVAL BY THE CITY COUNCIL LltlcA1f/(( {i/t0 / Ann Moore ; J City Attorney Dated: iZ /\0 (6~ / I Agreement between City of Chula Vista and South Bay Community Services for Domestic Violence Response and Advocacy Services 13-5 T Agreement between City of Chula Vista and South Bay Community Services for Domestic Violence Response and Advqcacy Services This agreement ("Agreement"), dated 12/12/2006 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, since 1997, the City has worked with South Bay Community Services to provide Domestic Violence Response and Advocacy services; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement. Page 1 13-6 T Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the servic~s described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. Page 2 13-7 E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, sha[1 perform in a manner consistent with that leve[ of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the fol[owing categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: 1. Insurance Services Office Commercial General Liabi[ity coverage (occurrence Form CG0001) in the amount set forth in Exhibit A, Paragraph 9. 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto) in the amount set forth in Exhibit A, Paragraph 9. 3. Workers' Compensation insurance as required by the State of California and Emp[oyer's Liability Insurance in the amount set forth in the attached Exhibit A, Paragraph 9. 4. Professional Liability or Errors & Omissions Liability insurance appropriate to the consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability in the amount set forth in Exhibit A, Paragraph 9. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self- insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the consultant will provide a financial guarantee satisfactory to the City Page 3 13-8 , guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the follo)Ning provisions: , 1. The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf ofthe consultant's including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the consultant's insurance using ISO CG 20 10 11 85 or its equivalent. 2. The consultant's insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteer$. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. 3. Each insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. 4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. 5. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If Errors & Omissions coverage are written on a claims-made form: 1. The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective Page 4 13-9 date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. 4. A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to'transact business in the State of California with a current AM. Best's rating of no less than A-V. Ifthe insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) and be AM. Best's rated A-V. Verification of Coverage Consultant shall fumish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all sub-consultants as insureds under its policies or furnish separate certificates and endorsements for each sub-consultant. All coverage for sub- consultants is subject to all of the requirements included in these specifications. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. Page 5 13-10 T H. Security for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a.check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.Qov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. Page 6 13-11 I. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A. Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. Page 7 13-12 4. Term. This agreement shall terminate on June 30, 2007 provided however (a) the effectiveness of this Agreement for the fiscal year commencing July 1, 2006 shall be contingent upon City's appropriation, in its sole discretion, qf the necessary funds therefore; and (b) Consultant's obligations under Section 7,'hereof shall survive such termination. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate"). Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or . designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. Page 8 13-13 B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. : C. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Fiier, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's that may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Page 9 13-14 T Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. Page 10 13-15 For those professionals who are required to be licensed by the state (e.g. architects and engineers), the following indemnification provisions should be utilized: 1. Indemnification and Hold Harmless Agreement. With respect to any liability, including but not limitecl;to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section X.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. 2. Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, losses or payments for injury to any person or property, caused directly or indirectly from the negligent acts, errors or omissions of the Consultant or Consultant's employees, agents or officers; provided, however, that the Consultant's duty to indemnify shall not include any claims or liability arising from the negligence or willful misconduct of the City, its agents, officers and employees. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at Page 11 13-16 T the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or Page 12 13-17 properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materjals or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible forthe payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. Page 13 13-18 T 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. ' 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. Page 14 13-19 E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. Page 15 13-20 T Signature Page to Agreement between City of Chula Vista and South Bay Community Services for Domestic Violence Response and Advocacy services IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: ,2006 City of Chula Vista by: Cheryl Cox, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: South Bay Community Services Exhibit List to Agreement (X) Exhibit A. Page 16 13-21 Exhibit A to Agreement between City of Chula Vista and South Bay Community Service? 1. Effective Date of Agreement: 07/01/2006 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California 3. Place of Business for City: City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 4. Consultant: South Bay Community Services 5. Business Form of Consultant: (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 1124 Bay Blvd, Suite D Chula Vista, California 91911 Voice Phone (619) 420-5094 Fax Phone (619) 420-8722 7. General Duties: Domestic Violence Response and Advocacy Services 8. Scope of Work and Schedule: Detailed Scope of Work: The Operational Agreement (Exhibit B) between South Bay Community Services and the Chula Vista Police Department signed February 16, 2006 and Office of Emergency Services grant #LE06046364 shall serve as scope of work for this agreement. Page 17 13-22 T B. Date for Commencement of Consultant Services: ( ) Same as Effective Date of Agreement (X) Other: 07/01/2006 C. Dates or Time Limits for Delivery of Deliverables: Deliverable NO.1: The Operational Agreement (Exhibit B) betvveen South Bay Community Services and the Chula Vista Police Department signed February 16, 2006 details time limits and deliverables for this agreement. D. Date for completion of all Consultant services: Upon compliance with all executory provisions herein. 9. Insurance Requirements: 1. General Liability: (Including operations, products and completed operations, as applicable.) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: $1,000,000 per occurrence for bodily injury, personal injury 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 project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee 4. Professional Liability or $ 500,000 each occurrence Errors & Omissions Liability: $1,000,000 policy aggregate 10. Materials Required to be Supplied by City to Consultant: None. 11. Compensation: A. (X) Single Fixed Fee Arrangement. Page 18 13-23 For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: $78,256, payable as foll~ws: Quarterlv installments of $19,564 each. 12. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X) None, the compensation includes all costs. 13. Contract Administrators: City: Lieutenant Gary Ficacci, Investigations Division Police Department 315 4th Avenue Chula Vista, CA 91910 (619)585-5670 Consultant: Kathryn Lembo, Executive Director 1124 Bay Blvd, Suite D Chula Vista, California 91911 14. Liquidated Damages Rate: None. 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: (X) Not Applicable. Not an FPPC Filer. 16. ( ) Consultant is Real Estate Broker and/or Salesman Not Applicable 17. Permitted Subconsultants: None. Page 19 13-24 T 18. Bill Processing: A. Consultant's billing to be submitted for the following period of time: (X) Quarterly , B. Day of the period for submission of Consultant's billing: (X) First of the Month C. City's Account Number: 25203-6401 19. Security for Performance None Required. 13-25 Page 20