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HomeMy WebLinkAbout2012/02/28 Item 08T'Y COUNCIL STATEMENT ~~~ CtTY OF CHULAVISTA February 28, 2012, Item No.: g ITEM TITLE: A. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROPRIATING $8,200 FROM THE AVAILABLE (UNASSIGNED) FUND BALANCE OF THE DEVELOPMENT SERVICES FUND BALANCE TO SUPPORT AND CONDUCT A TWO PHASE HISTORICAL RESOURCES SURVEY. (4/STHS VOTE REQUIRED) B RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A TWO PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND ASM AFFILIATES, INC. FOR CONSULTANT SERVICES RELATED TO A TWO PHASE HISTORICAL RESOURCES SURVEY Services Director SUBMITTED BY: Assistant City REVIEWED BY: City Manager SUMMARY 4/STHS VOTE: RESOLUTION A 4/STHS VOTE: RESOLUTION B YES X NO YES NO X On July 19, 2011 the City Council authorized staff to proceed with a Historical Resources Survey Work Program that consisted of hiring a qualified consultant to conduct atwo-phased historical resources survey. After review of all consultant proposals and interviews with the top three consultant firms, ASM Affiliates, Inc. was selected as the project consultant for their innovative use of GPS and GIS technology and for their expertise with similar projects. This item requests City Council approval of the Two-Party Agreement with ASM Affiliates, Inc. (Attachment 1 }. ENVIRONMENTAL REVIEW The Development Services Director has reviewed the proposed contract approval for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity (approval of a contract to conduct a survey) is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review of contract approval is required. 8-1 Item No.: Meeting Date: 2-28-12 Page 2 RECOMMENDATION That the City Council adopt the Resolutions. BOARDS/COMMISSION RECOMMENDATION Not Applicable DISCUSSION Back rg ound On July 19, 2011 the City Council (Council) adopted a Historic Preservation Program (HPP) and Ordinance (Chula Vista Municipal Code Title 21 or Title 21), which established a process for the identification of historical resources and evaluation criteria for determining historical eligibility. At that time, the Council also authorized staff to proceed with a Historical Resources Survey that would identify and evaluate resources in those sections of the City that have the most potential to have resources that are 45 years or older and that may meet the City's criteria for historical eligibility. A Historical Resources Survey is an important step in implementing the HPP, as it will identify both resources that meet the City's criteria for historical eligibility and those properties that do not. It is important to identify those properties that are not eligible historical resources so that future building permit applications for those properties will not trigger any level of historical review under Title 21. On October 6, 2011 the City issued a Request for Proposals from qualified consultants to conduct a two phased Historical Resources Survey. Six consultant proposals were received on or before the proposal due date. Consultant Services Selection Process A selection committee (Committee), comprised of two staff members from Advance Planning and the Library Director, was formed to review all consultant proposals received. After review and evaluation of all submitted proposals, the three highest rated proposals were selected to participate in an interview with the Committee. All three consultant firms interviewed were found to be competent and capable however ASM Affiliates, Inc. was unanimously selected as the preferred consultant (Consultant) for their innovative use of GPS and GIS technology and for their vast experience with similar projects. The Consultant will employ sophisticated field instruments that are compatible with the City's GIS system so that, upon completion of the project, City staff will have access to an electronic survey database that includes all photographs, property data, and the ability to zoom in to character defining features of a property. Scope of Work The Consultant will conduct atwo-phase Historical Resources Survey consisting of the following general duties: Phase 1 This phase shall comprise areconnaissance-level, windshield survey that will focus on both the southwest and northwest of Chula Vista in order to identify those resources that are not potentially eligible and therefore would require no further review under Title 21. 8-2 Item No.: Meeting Date: 2-28-12 Page 3 Phase 2 This phase shall consist of a detailed, intensive-level survey and documentation and evaluation of up to approximately 330 individual resources based on the outcome of the windshield survey. This phase will also include a record update of previously surveyed buildings through the assignment of the California State Office of Historic Preservation (SHPO} accepted eligibility codes. In performing and delivering the general duties listed above, the Consultant shall perform the survey tasks listed and described in the attached Two Party Agreement, Exhibit A Paragraph 8 (A.), Detailed Scope of Work. The Consultant shall also deliver to the City the "Deliverables" described in Exhibit A, Paragraph 8 (C.), Dates or Time Limits for Delivery of Deliverables of the attached Two Party Agreement. The Consultant shall complete all services within four months from the date of Notice to Proceed. Compensation The total cost of the contract for consulting services is a single fixed fee amount of $73,000 payable on a percentage basis upon receipt of established deliverables. DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations Section 18704.2(a)(1) is not applicable to this decision. CURRENT YEAR FISCAL IMPACT The fiscal year 2011-12 Development Services Fund budget includes $64,800 for the historical resources survey. Of this amount, $25,000 was donated by the Historic Homeowners in 2007 and $5,930 was raised from the Colonel Dickenson Home Tour Ice Cream Social historic survey fundraiser. Approval of the appropriation resolution will result in the appropriation of $8,200 from the available (unassigned) fund balance of the Development Services Fund to the Supplies and Services expense category of the same fund. These funds will be used in conjunction with the funds already included in the budget to contract ASM Affiliates to conduct a Historical Resources Survey for a cost of $73,000. ONGOING FISCAL IMPACT Approval of the two-party agreement will not result in on-going fiscal impacts since the agreement is for aone-time work effort that will be completed within four (4) months. ATTACHMENTS 1. Two Party Agreement 2. Project Area Map Prepared by: Lynnette Tessitore-Lopez; Associate Planner, Development Services Department 8-3 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY-THE CITY ATTORNEY' S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL Dated: ~~ ~~' (Z-- AGREEMENT BETWEEN THE CITY OF CHULA VISTA, AND ASM AFFILIATES, INC. FOR CONSULTANT SERVICES FOR A TWO-PHASE HISTORICAL RESOURCES SURVEY 8-4 Agreement between City of Chula Vista and ASM Affiliates, Inc., For consultant services for atwo-phase historical resou rces survey This agreement (Agreement) is between the City of Chula Vista described on Exhibit A, Paragraph 2, (City), and ASM Affiliates, Inc. the entity whose name, business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4 through 6, (Consultant), and is m ade with reference to the following facts: RECITALS WHEREAS, on July 19, 2011 the City Council (Council) adopted a Historic Preservation Program (Program) and a Historic Preservation Ordinance, codified as Chula Vista Municipal Code Title 21 (Title 21), which established a process for the identification of historical resources and evaluation c riteria for determining historical e ligibility; and WHEREAS, on July 19, 2011 the Council also authorized staff to proceed with a Historical Resources Survey Work Program (Work Program) that would identify and evaluate resources in those sections of the City that have the most potential to have resources that are 45 years or older and appear to meet the City's criteria for designation; and WHEREAS, Title 21 went into effect on S eptember 2, 2011; and WHEREAS, on October 6, 2011 Staff advertised in the Star News, on Planet Bid and via email distribution to the membership of the local Association of Environmental Professionals (AEP) requesting proposals for aTwo-Phased Historical Resources Survey that met the Work Program authorized by Council on July 19, 2011; and WHEREAS, the consultant proposals (proposals) were to be submitted to the City on or before 4 p.m. October 27, 2011; and WHEREAS, six (6) proposals were received on or before 4 p.m. October 27, 201 l; and WHEREAS, a selection committee (Committee) comprised of three (3) City Staff members was formed to review all of the proposals, and WHEREAS, after review of all of the proposals the firms with the top three Proposals were selected to participate in an interview with th e Committee; and WHEREAS, through the interview process, ASM Affiliates, Inc. was selected as the project consultant for their innovative use of GPS and GIS technology and for their experience with similar projects; and Page 1 Two Party Agreement Between City of Chula Vsta and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-5 WHEREAS, the 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 Agreem ent. [End of Recitals. Next Page S tarts Obligatory Provisions.] Page 2 Two Party Agreement Between City of Chula Vista and ASM Affiliates, Iuc. for consultant services fora "Two Phase Historical Resources Survey" 8-6 OBLIGATORY PROVISIONS PAGES NOW, .THEREFORE, for valuable consid eration the City and Consultant do hereb y mutually agree as follows: All of the Recitals above are incorporated into this Agreement by this reference. ARTICLE I. CONSULTANT' S OBLIGATIONS A. General 1. General Duties. Consultant shall perform all of the services described on Exhibit A, Paragraph 7 (General Duties). 2. Scope of Work and Schedule. In performing and delivering the General Duties, Consultant shall also perform the services, and deliver to City the "Deliverables" described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the essence of this agreement. The General Duties and the work and Deliverables required in the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to complete the Defined Services by the times indicated does not, except at the option of the City, terminate this Agreement. a. 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 the reduction. b. Additional Services. In addition to performing the Defined Services, City may require Consultant to perform additional consulting services related to the Defined Services (Additional Services), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additi onal Services shall be p aid monthly as billed. 3. Standard of Care. The Consultant expressly warrants that the work to be performed pursuant to this Agreement, whether Defined Services or Additional Services, shall be performed in accordance with the standard of care ordinarily exercised by members of the profession currently practicing under similar conditions and in sim filar locations. a. 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 m isconduct of the C onsultant or its subcontractors. Page 3 Two Parry Agreement Between City of Chula Vista and ASMAfftliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" $-7 B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with the federal or state law and implementing regulations. No provision of this Agreement requires the Consultant to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of federal, state, territorial, or local law, regulation, or ordinance. If compliance with any provision of this Agreement violates or would require the Consultant to violate any law, the Consultant agrees to notify City immediately in writing. Should this occur, the City and the Consultant agree that they will make appropriate arrangements to proceed with or, if necessary, amend or terminate this Agreement, or portions of it, expeditiously. 1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that all participants utilized by the Consultant to complete its obligations under this Agreement, such as subcontractors, comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local, affecting Project implementation. In addition, if a subcontr actor is e xpected to fulfill an y responsibilities of the Consultant under this Agreement, the Consultant shall ensure that the subcontractor carries out the C onsultant' s responsibilities as set forth in this Ag reement. C. Insurance 1. General. Consultant must procure and maintain, during the period of performance of this Agreement, and for twelve months after completion, policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees, volunteers or subcontractors, and provide documentation of same prior to commencement of work. 2. Minimum Scope of Insurance. Coverage must be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Form CG0001). b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). c. WC. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. 3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table belo w: Page 4 Two Parry Agreement Between City of Chula Vcsta and ASM Affiliates, ]nc. for consultant services far a "Two Phase Historical Resources Survey" 8-8 i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, (Including (including death), and property damage. If Commercial General operations, Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply separately to this completed Project/location or the general aggregate limit must be twice the operations, as required occurrence limit. a licable) ii. Automobile $1,000,000 per accident for bodily injury, including death, and Liability: property damage. iii. Workers' Statutory Compensation $1,000,000 each accident Employer's $1,000,000 disease-polic y limit Liability: $1,000,000 disease- each em loyee iv. Professional $1,000,000 each o ccurrence Liability or Errors & Omissions Liability: 4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to .the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 5. Other Insurance Provisions. The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to all policies of insurance, including those with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment 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 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations covera ge. b. Primary Insurance. The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the Page 5 Two Party Agreement Between City of Chula Vsta and ASMAffiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-9 Consultant and in no way relieves the Consultant from its responsibility to provide insurance. c. Cancellation. The insurance policies required by this Agreement shall not be canceled by either party, except after thirty days' prior written notice to the City by certified mail, return receipt requested. The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" shall be deleted from all certificates. d. Active Negligence. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insureds in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the C ivil Code. e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the term required by this Agreement. 6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: a. Retro Date. The "Retro Date" must be shown, and must be before the date of the Agreement or the beginning of the work required by the Agreement. b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the work required by the Agreement. c. Cancellation. 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 the Agreement, the Consultant must purchase "extended reporting" coverage for a minimum of five years after completion of the work required by the Agreement. d. Copies. A copy of the claims reporting requirements must be submitted to the City for review. 7. Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. 8. Verification of Coverage. Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by Section I.C. of this Agreement. The endorsements should be on insurance industry forms, provided those endorsements Page 6 Two Party Agreement Between City ojChula Vrsta and ASMAjfiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-10 or policies conform to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants is subject to all of the requirem ents included in these specifi cations. 10. Not a Limitation of Other Obli ations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. D. Security for Performance 1. Performance Bond. In the event that Exhibit A, at Paragraph 18, 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 amount indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the Agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City. 2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the 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 its 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 Exhibit A, Paragraph 18. 3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such Page 7 Two Party Agreement Between City of Chula Vista and ASM Affliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-11 other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. E. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with T itle 5 of the C hula Vista M unicipal C ode. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule, and to provide direction and guidance to achieve the objectives of this Agreement. The City shall allow Consultant access to its office facilities, files and records, as deemed necessary and appropriate by the City, throughout the term of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable dela y in the Consultant's performance. B. Compensation. Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant, submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. 2. Supporting Information. Any billing submitted by Consultant shall contain sufficient information as to the propriety of the billing, including properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature of the charges to the Project in order to permit the City to evaluate that the amount due and payable is proper, and such billing shall specifically contain the City's account number indicated on Exhibit A, Paragraph 17(C) to be charged upon making such payment. 3. Exclusions. In determining the amount of the compensation City will exclude any cost: 1) incurred prior to the effective date of this Agreement; or 2) arising .out of or related to the errors, omissions, negligence or acts of willful misconduct of the Consultant, its agents, employees, or subcontractors. a. Errors and Omissions. In the event that the City Administrator determines that the Consultant's negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing in this Page 8 Two Party Agreement Between City of Chula l~lsta and ASM Affiliates, Inc. for consultant services jor a "Two Phase Historical Resources Survey" $-12 paragraph is intended to limit City's rights under other provisions of this Agreement. 4. Payment Not Final Approval. The Consultant understands and agrees that payment to the Consultant for any Project cost does not constitute a City final decision about whether that cost is allowable and eligible for payment under the Project and does not constitute a waiver of any violation of Consultant of the terms of the Agreement. The Consultant acknowledges that City will not make a final determination about the eligibility of any cost until the final payment has been made on the Project or the results of an audit of the Project requested by the City has been completed, whichever occurs latest. If City determines that the Consultant is not entitled to receive any portion of the compensation due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant agrees that Project closeout will not alter the Consultant's responsibility to return any funds due City as a result of later refunds, corrections, or other similar transactions; nor will Project closeout alter the right of City to disallow costs and recover funds provided for the Project on the b asis of a later audit or other review. a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific amounts are owed to City, whether for excess payments or disallowed costs, the Consultant agrees to remit to City promptly the amounts owed, including applicable interest. ARTICLE III. ETHICS A. Financial Interests of Consultant Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 2. No Participation in Decis ion. 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. 3. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, 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 C onsultant's duties under this Agreement. Page 9 Two Party Agreement Between City of Chula Vista and ASMAffiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-13 4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. 5. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney 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. 6. Specific Warranties Against Economic Interests. Consultant warrants, represents and agrees that: a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents (Consultant Associates) presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, (Prohibited Interest), other than as listed in Exhibit A, Paragraph 14. b. No promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. c. Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written perm ission of C ity. d. 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 perm ission of C ity. IV. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section appl y if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. Estimating Damages. It is acknowledged by both parties that tim e 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. Two Party Agreement Between City of Chula Vista and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" Page 10 8-14 2. Amount of Penalty. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work 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 13 (Liquidated Damages Rate). 3. Request for Extension of Time. If the performance of any act required of Consultant is directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other causes beyond the reasonable control. of the Consultant, as determined by the City, Consultant shall be excused from performing that act for the period of time equal to the period of time of the prevention or delay. In the event Consultant claims the existence of such a delay, the Consultant shall notif y the City's Contract Administrator, or designee, in writing of that fact within ten calendar days after the beginning of any such claimed delay. Extensions of time will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. ARTICLE V. INDEMNIFICATION A. Defense, Indemnity, and Hold Harmless. General Requirement. Except for liability for Design Professional Services covered under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers, agents and employees, from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined Services or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence, active negligence or willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the C onsultant, its employees, agents or officers, or any third party. 2. Design Professional Services. If Consultant provides design professional services, as defined by California Civil Code section 2782.5, as may be amended from time to time, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the Two Party Agreement Between City of Chula Vista and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" Page 11 8-15 performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harmless shall not include an y claims or liabilities arising from the sole negligence, active negligence or willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligations and duties under this Agreement. 3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above, is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any and all suits, actions or other legal proceedings, that may be brought or instituted against the City, its directors, officials, officers, employees, agents and/or volunteers, subject to the limitations in Sections A.1. and A.2. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents and/or volunteers, for any and all related legal expenses and costs incurred by each of them, subject to the limitations in Sections A.1. and A.2. 4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, and/or volunteers. 5. Declarations. Consultant's obligations under Article V shall not be limited by any prior or subsequent declaration by the Consultant. 6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Article V. 7. Survival. Consultant's obligations under Article V shall survive the termination of this Agreement. ARTICLE VI. TERMINATION OF AGREEMENT A. Termination for Cause. If, through any cause, 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 the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed that payable under this Agreement and less any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and o ther materials up to the e ffective date of Notic e of Termination,. B. Termination of Agreement for Convenience of City.. City may terminate this Agreement at any time and for any reason, by giving specific written notice to 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 Page 12 Two Party Agreement Between City of Chula Vista and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" $-~6 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, in an amount not to exceed that payable under this Agreement, for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in this section. ARTICLE VII. RECORD RETENTION AND ACCESS A. Record Retention. During the course of the Project and for three (3) years following completion, the Consultant agrees and to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the Project as City may require. B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit, and require its subcontractors to permit City or its authorized representatives, upon request, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Contractor and its subcontractors pertaining to the Project. C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting and record retention requirements of this Agreement. ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT A. Project Completion. Within ninety (90) calendar days following Project completion or termination by City, Consultant agrees to submit a final certification of Project expenses and audit reports, as applic able. B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the City may require. The Consultant also agrees to obtain any other audits required by City. Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit costs are allowable Project costs. C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has closed the Project, and either forwards the final payment or acknowledges that the Consultant has remitted the proper refund. The Consultant agrees that Project closeout by City does not invalidate any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification fro m City ARTICLE IX. MISCELLANEOUS PROVISIONS A. 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 C ity. Page 13 Two Party Agreement Between City of Chula Vista and ASM Affiliates, Inc. far consultant services fora "Two Phase Historical Resources Survey" 8-~7 1. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as "Permitted Subconsultants." B. Ownership, Publication, Reproduction and Use of Material. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. C. Independent Contractor. City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner 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, independent contractors and shall not be deemed to be employees of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the C ity harmless with regard to them. 1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever, as an agent or otherwise. Consultant shall have no authority, express or implied, to bind City or its members, agents, or employees, to any obligation whatsoever, unless expressly provided in this Agreement. 2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and shall require that its agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, employees, subcontractors, or other person or entity that is not a party to this Agreement. Notwithstanding that City may have concurred in or approved any solicitation, subagreement, or third party contract at any tier, City shall have no obligation or liability to any person or entity not a party to this Agreement. D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement, against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth Page 14 Two Party Agreement Between City of Chula Yista and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-~ 8 herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the term s of this Agreement. E. Administration of Contract. Each party designates the individuals (Contract Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator who is authorized by the party to represent it in the routine adm inistration of this Agreement. F. Term. This Agreement shall terminate when the parties have complied with all executory provisions hereof. G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. H. Statement of Costs. In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in the report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15 is marked, the Consultant and/or is principals is/are licensed with the State of California or some other state as a real estate broker or salesperson. Otherwise, Consultant represents that neither C onsultant, nor its principals are lic ensed real estate b rokers or s alespersons. J. 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 as the places of business for each of the designated parties. K. Integration. This Agreement, together with any other written document referred to or contemplated in it, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision of it may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. L. Capacity of Parties. Each signatory and party to this Agreement 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 necessary resolutions or other actions have been taken so as to enable it to enter into this Ag reement. Page 15 Two Party Agreement Between City of Chula Vista and ASM Affiliates, Inc. jor consultant services jor a "Two Phase Historical Resources Survey" 8-19 M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance under it, shall be the City of Chula Vista. (End of page. Next page is signature page.) Page 16 Two Party Agreement Between City of Chula [vista and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-20 Signature Page to Agreement between City of Chula Vista and ASM Affiliates, Inc. For consultant services for atwo-phase historical resou rces survey IN WITNESS WHEREOF, City and Consultant have executed this Agreement, indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: City of Chula Vista James D. S andoval, C ity Manager By: Attest: Donna Norris, C ity Clerk Approved as to fo rm: Glen R. Googins, City Attorney Dated: Exhibit List to Agreement (X) Exhibit A. ASM Affiliates, Inc. John R. Cook President J:\Attorney\MichaelSh\Historic Preservation\AgteementslASM-HistoricalResSurvey-2.21.12-RevFINAL.doc Page 17 Two Party Agreement Between City of Chula Vista and ASMAJfiliates, lnc. for consultant services fora "Two Phase Historical Resources Survey" $-21 By: Exhibit A to Agreement between City of Chula Vista and ASM Affiliates, Inc. 1. Effective Date of Agreement: February 28, 2012 2. City-Related Entity: (X )City of Chula Vista, a municipal chartered corporation of the State of California ()Redevelopment Agency of the City of Chula Vista, a political subdivision of the S tate of California ()Industrial Development Authority of the City of Chula Vista, a ()Other: (City) 3. Place of Business for C ity: City of Chula Vista 276 Fourth Avenu e Chula Vista, C A 91910 4. Consultant: ASM Affiliates, Inc. 5. Business Form of Consultant: ( )Sole Proprietorship ( )Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 2034 Corte Del No gal Carlsbad, CA 92011 a [insert business form ] Page 18 Two Party Agreement Between City of Chula Vsta and ASM Affiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" $-22 7. General Duties: To conduct atwo-phase historical resources survey as follows: Phase 1 This phase shall comprise areconnaissance-level, windshield survey of both the southwest and northwest areas of western Chula Vista (as shown on attached map). Phase 2 This phase shall consist of a detailed, intensive-level survey and documentation and evaluation of approximately 330 individual resources, to include a record update of previously surveyed buildings through the assignment of California State Office of Historic Preservation (S HPO) accepted eligibility codes. 8. Scope of Work and Schedule: A. Detailed S cope of W ork: The following survey tasks shall be performed by the Consultant to the reasonable satisfaction of the Director of Development Services: PHASE 1- Task 1-Pre-Phase Commencement Meeting(s) Prior to commencement of the project, the Consultant shall meet with City staff to establish project milestones and completion dates, refine project methodology, as needed, and present City staff a proposal of how the Consultant will coordinate and train volunteers and a proposal of Phase 1 public outreach efforts that would be conducted by the Consultant. Task 2- Preliminary Research Data Gathering Prior to field work, the Consultant shall gather and review all necessary data pertaining to the study area and the history of Chula Vista, which shall include review of maps, existing historic contexts and previous surveys, the Chula Vista Historic Preservation Program, and Chula Vista Municipal Code Title 21. In addition, during the pre-field phase of this project, the Consultant shall prepare detailed project maps to be used to organize and guide the survey. Task 3-Public Outreach a. The Consultant shall solicit the community for volunteers to participate in Phase 1 of the survey project. The Consultant shall provide any necessary training for survey volunteers to a level that volunteers can assist with in field data gathering. The Consultant shall accompany volunteers during any survey work. b. The Consultant shall facilitate community outreach through such means as public notices, website advertisement, and at least one (1) public meeting to obtain input and information from the community on historic neighborhoods, commercial corridors, and resources that may be historicall y significant for use in the survey. Page 19 Two Parry Agreement Between City of Chula Vista and ASMAffiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-23 Task 4- Historic C ontext Prior to beginning field work, in consultation with City staff, the Consultant shall prepare a historic context which will provide the foundation for both Phase 1 and Phase 2. The Consultant shall develop the historic context based upon those historical themes that best explain Chula Vista's development and represent resources that are unique to Chula Vista. As necessary, the Consultant shall further refine the historic context based upon the potential historical resources encountered through the reconnaissance phase of the survey. Task 5-Windshield S urvev The Consultant shall gather information on general development patterns, characteristic architectural styles and property types, and potential boundaries of historic districts. a. The survey area shall be recorded by general context and representative photographs. Field notes shall be taken to record a general sense of the distribution of properties and more detailed notes shall be taken on those resources, structures and objects within the project area that may qualify for local designation and therefore may be recommended for detailed evaluation in Phase 2. b. The windshield survey shall be conducted in conformance with National Register Bulletin 24, Guidelines for Local Surveys: A Basis for Preservation Planning, the California Office of Historic Preservation's Instructions for Recording Historical Resources and the Secretary of the Interior's Standards for Archaeology and Historic Preservation. Task 6- Windshield S urvev Findings The Consultant shall provide the findings of the windshield survey in a Phase 1 Report including management summary, methodology, historic context statement, survey results, representative photographs, and recommendations for Phase 2. The Report shall identify those resources that have the potential to qualify for local designation and therefore require evaluation in P hale 2. Task 7- Historic Preservation Commission (HPC) Presentation The Consultant shall prepare apower-point and present Phase 1 survey findings at a publicly noticed HPC meeting. The Consultant shall be available at this meeting to answer questions and explain Phase 1 survey findings and recommendations, as necessary. Task 8- Windshield Survey Database The Consultant shall create and provide to the City in a form that is compatible with the City's software and GIS systems, an electronic database that includes, GIS maps of the surveyed areas and a list of all resources surveyed during Phase 1. The survey list shall include the APN, address, approximate year built, and property type of each resource, and whether or not it was previously documented and whether or not it is recommended for detailed evaluation as part of Phase 2. In addition, the Consultant shall organize its recommendations, in order of priority of historical importance, those resources that should be evaluated in P hase 2. Page 20 Two Party Agreement Between City of Chula Vista and ASMAffiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-24 Task 9-Meetings with City Staff The Consultant will m eet with staff as necessary to complete Phase 1 of the survey. PHASE 2: Task 1-Pre-Phase Commencement Meeting(s) The Consultant shall meet with City staff to establish project milestones, completion dates and to finalize City approval of the list of specific resources to be evaluated in Phase 2 based upon the results of Phase 1' which shall approximate 330 individual resources. Task 2-Preliminary Research Data Gathering Prior to commencement of Phase 2, the Consultant shall prepare detailed project maps, approved by City staff, to organize and guide the intensive survey field work. The Consultant shall use the City approved Historic Context, historic maps, and photographs to conduct a comparative analysis of resources that fall within the historic contex t. Task 3- Field Research The Consultant shall conduct field research for each of the resources recommended for evaluation in P hase 1. a. Field research shall include but may not be limited to, documentation of the resource using a handheld Trimble Unit which will record character traits and features of each building such as: the shape, number of stories, architectural style, roof shape, and wall finish. In addition, the Consultant shall photograph each property using the Ricoh SOOSE-3 digital camera and historic recording technologies that integrate GPS and GIS with photographic documentation and are compatible with the City's software and GIS systems. Photographs shall be recorded on an electronic log and imbedded with GPS geospatial information as well as magnetic bearings indicating direction of e ach view. b. The intensive level survey shall be conducted in conformance with National Register Bulletin 24, Guidelines for Local Surveys: A Basis for Preservation Planning, the California Office of Historic Preservation's Instructions for Recording Historical Resources and the Secretary of the Interior's Standards for Archaeology and Historic Preservation. Task 4- Evaluation and Documentation The Consultant shall evaluate and document a total of 330 historical resources. The 330 historical resources shall be comprised of approximately 150, never previously surveyed historical resources and reevaluation of 180 of the historical resources surveyed in 1985. All 330 historical resources shall be evaluated according to the eligibility criteria listed in Chula Vista Municipal Code 21.04.100. If the historical resource appears to be eligible for state or national designation, the Consultant shall evaluate the resource according to the California Register of Historic Resources and 36 CFR 60.4 and National Register Bulletin #15; How to Apply the National Register Criteria for Eligibility, including Section V III thereof, How to Evaluate the Integrity of a Property. Page 21 Two Party Agreement Between City of Chula Vista and ASM Ajftliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-25 a. The Consultant shall evaluate and record approximately 150. historical resources on DPR 523-A Primary Record Form and DPR 523-BSO Form (Building Structure Object Form). These DPR forms, shall conform to National Register Bulletin 24, and shall include multiple photographs and detailed -notes on specific architectural features and materials, outbuildings, setting and integrity of each of the 150 historical resources. b. The Consultant shall document and evaluate approximately 180 previously surveyed historical resources. The Consultant shall document these historical resources with photographs and shall evaluate them by assigning a California Office of Historic Preservation status code. Task 5- Intensive Level Survey Findings The Consultant shall provide the findings of the intensive level survey in a Phase 2 Report which shall include a management summary, methodology, eligible resources by architectural style, property type, and themes as identified, in the historic context. The Report will also include all DPR Forms (approximately 150), a listing of previously surveyed properties with corresponding status codes (approximately 180), boundaries of potential historic districts and specific resources that are recommended as eligible for local, state, and/or n ational designation Task 6- Historic Preservation Commission (HPC) and City Council Presentations The Consultant shall prepare apower-point and present Phase 2 survey findings at one (1) publicly noticed HPC and one (1) publicly noticed City Council meeting, as determined by the Director of Development Services. The Consultant shall be available at these meetings to answer questions and explain Phase 2 survey findings and eligibility determinations, as necessary. Task 7- Intensive Level Survey Database The Consultant shall create and provide to the City in a form that is compatible with the City's software and GIS systems, an electronic database of all resources surveyed during Phase 2, GIS maps of the properties surveyed, and a photo log and digital photographs of each historical resource. The Intensive Level Survey electronic database shall include the APN, address, approximate year built, and property type of each resource, style, noted characteristics ofeach building, and whether or not the resource is eligible for local, state, or national designation and if so, under which criteria. Task 8- Meetings with Staff The Consultant will m eet with staff as necessary to complete Phase 2 of the survey. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement ()Other: C. Dates or Time Limits for Delivery of Deliverables: Page 22 Two Party Agreement Between City of Chula Vista and ASMAffliates, Inc. for consultant services far a "Two Phase Historical Resources Survey" $-26 Phase 1 Deliverables and Due Dates The following Deliverables shall be performed by the Consultant to the reasonable satisfaction of the Director of Development Services: Deliverable No. 1: The following shall be presented to City staff for approval at a pre- phase 1 commencement meeting, a list of proposed milestones, completion dates, methodology, and a written proposal of how the Consultant will coordinate and train volunteers and a proposal of Phase 1 public outreach efforts that would be conducted by the Consultant (3 copies). Due Date: 7 d ays from the effective date of the A greement. Deliverable No. 2: Facilitation of one (1) public outreach meeting to solicit input from the community and survey volunteers. Due Date: 21 days from the effective d ate of the Agreement Deliverable No. 3: Delivery of the draft Historic C ontext for Staff Review (3 copies). Due Date: 10 days after the public outreach meeting Deliverable No. 4: Delivery of the preliminary Historic Context that will be used for Phase 1 (3 copies). Due Date: 1 w eek after receipt of comments from the City. Deliverable No. 5: Delivery of draft Phase 1 Report and Phase. 2 recommendations (3 copies). Due Date: 21 days after conclusion of windshield surve y field work. Deliverable No. 6: Delivery of Phase 1 Report and Phase 2 recommendations and a powerpoint that illustrates the findings of the report and recommendations fo r presentation to the HPC (12 copies). Due Date: 14 days after receipt of comments from the City. Deliverable No. 7: Delivery of HPC approved Final Phase 1 Report and Phase 2 recommendations (3 copies). Due Date: 7 d ays after HPC approval. Deliverable No. 8: Delivery of Windshield Survey Database in an electronic form that is compatible with the C ity's software and GIS systems. Due Date: Upon delivery of Phase 1 Report and Phase 2 recommendations. Page 23 Two Party Agreement Between City of Chula Vista and ASMAffliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-27 Phase 2 Deliverable and Due Dates Deliverable No. 1: A list of proposed m ilestones, completion dates, methodology, and submission of the P hose 1 Final Report includin g the final iteration of the Historic Context shall be presented to City staff at a pre- Phase 2 commencement meeting (3 copies). Due Date: 7 d ays after HPC approval of Final P hose 1 report an d Phase 2 recommendations. Deliverable No. 2: Delivery of draft Phase 2 Report to include a list of all resour ces determined to be eligible resources (3 copies). Due Date: 30 days after conclusion of Intensive Level Survey field work. Deliverable No. 3: Delivery of Phase 2 Report that includes a list of all eligible resources and a powerpoint that illustrates the findings of the report and recommendations for presentation to the HPC and City Council (25 copies). Due Date: 14 d ays after receipt of comments from the City. Deliverable No. 4: Delivery of HPC and City Council approved Final Phase 2 Report (3 copies). Due Date: 7 d ays after City Council approval. Deliverable No. 5: Delivery of Intensive Level Survey Database and GIS data, including shapefiles that is compatible with City software and GIS systems of all resources surveyed during Phase 2. The data shall be delivered in a form that allows City staff the ability to readily review a historical resource- via GIS and via web-based Google Earth that provides overhead zoom outs, street level pans, and zoom-ins of character defining features o f the historical resource. Due Date: Within 4 months from the date of Notice to Proceed. D. Date for completion of al l Consultant services: The Consultant shall complete all service within four (4) months from the date of Notice to Proceed. 9. Materials Required to be Supplied by City to Consultant: The City will, in a timely manner, provide the Consultant with available GIS shapefiles of the project area and previously surveyed resources, Chula Vista Periods of Significance and any other historic data that may assist in the development of the historic context. The City shall also provide the Consultant with copies of the 1985 Historical Resources Survey and the Urban Core Historical Resources Survey. The City will respond to requests for additional information, to the extent possible, within 10 days from the date of the information request. Page 24 Two Party Agreement Between City of Chula Vista and ASMAffiliates, Inc. for consultant services jor a "Two Phase Historical Resources Survey" 8-28 10. Compensation: A. (X) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: $73,000.00, payable as follows: Milestone or Event or De liverable Amount or Percent of Fixed Fee Upon Completion of Phase 1 Deliverable No.l 10% Upon C ompletion of P hose 1 Deliver able No. S 15% Upon Completion of Phase 1 Deliverable No.8 25% Upon Completion of Phase 2 Deliverable No.2 15% Upon Completion of Phase 2 Deliverable No.S 25% () 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the C ity if the Phase 1 s not satisfactoril y completed. If the Phase 1 s satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to ea ch interim payment such that, at the end of the phase, the full r etention has been h eld back from the compensation due for that phase. Percentage of completion of a phase shall b e assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but onl y upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have rep resented in writing that said percentage of completion of the phase h as been performed by the Consultant. The practice of making interim monthly advances shall not convert this agr Bement to a time and materials basi s of payment. B. ()Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not Page 25 Two Party Agreement Between City ojChula Vista and ASMAffiliates, Inc. for consultant services far a "Two Phase Historical Resources Survey" 8-29 commence Services under any Phase, and shall not be entitled to the com pensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 2. 3. Fee for Said Phase () 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation .for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase 1 s satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 18 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basi s of payment. C. OHourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) ()Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ ,including all Materials, and other "reimbursables" (Maximum Compensation). (2) ()Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to $ (Authorization Limit), Consultant shall not be entitled to Page 26 Two Party Agreement Between City ojChula Vista and ASMAffiliates, Inc. for consultant services fora "Twa Phase Historical Resources Survey" 8-30 any additional compensation without further authorization issued in writing and approved by the City. Nothing .herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Exhibit B for wage rates. ( )Hourly rates may increase by 6% for services rendered after [month], 20, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred b y Consultant in the performance of services herein required, C ity shall pay Consultant at the r ates or amounts set forth b elow: ( )None, the compensation includes all costs. O Reports, not to exceed $ ' () Copies, not to exceed $ ' O Travel, not to exceed $_ ' () Printing, not to exceed $ () Postage, not to exceed $_ ' O Delivery, not to exceed $ ' O Outside Services: () Other Actual Identifiable Direct Costs: not to ex Geed $ not to ex ceed $ 12. Contract Administrators: City: Lynnette Tessitore-Lopez Associate Planner City of Chula Vista Development Services 276 Fourth Avenu e Building 300 Chula Vista, C A 91910 Consultant: John R. Cook 2034 Corte Del No gal Carlsbad, CA 92011 13. Liquidated D amages Rate: () $ per day. ()Other: Cost or Rate Page 27 Two Party Agreement Between City of Chula Vsta and ASM Affiliates, Inc. for consultant services far a "Two Phase Historical Resources Survey" 8-31 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): (X) Not Applicable. Not an FPPC Filer. ()FPPC Filer ()Category No. 1. Investments, sources of income and business interests. ()Category No. 2. Interests in real property. ()Category No. 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, permit or licensing authority of the department administering this Agreement. ()Category No. 4. Investments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ()Category No. 5. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the City of Chula Vista or the City's Redevelopment Agency to provide services, supplies, materials, machinery or equipment. ()Category No. 6. Investments and business positions in business entities and sources of income that, within the past two years, have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ()List Consultant Associates interests in real p roperty within 2 radial m files of Project Property, if any: 15. ()Consultant is Real Estate Brokerand/or Salesman 16. Permitted Subconsultants: 17. Bill Processing Page 28 Two Party Agreement Between City of Chula Vista and ASMAJfiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-32 A. Consultant's Billing to be submitted for the following period of time: OMonthly ( )Quarterly (X) Other: Upon Deliverables as listed in 10.(A) B. Day of the Period for submission of Consultant's Billing: ()First of the Month () 15th Day of each Month ()End of the Month (X )Other: Upon Deliverables as listed in 10. (A) C. City's Account Number: 18. Security for Performance OPerformance Bond, $ _ ()Letter of Credit, $ OOther Security: Type: Amount: $ (X )Retention. If this space is checked, then notwithstanding other provisions to the contrar y requiring the payment of compensation to the C onsultant sooner, the C ity shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: (X) Retention P ercentage: 10% ()Retention Amount: $_ Retention Release Event: (X) Completion of All C onsultant S ervices ( )Other: Page 29 Two Party Agreement Between City of Chula Vista and ASMAffiliates, Inc. for consultant services fora "Two Phase Historical Resources Survey" 8-33 RESOLUTION NO.2012- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROPRIATING $8,200 FROM THE AVAILABLE (UNASSIGNED) FUND BALANCE OF THE DEVELOPMENT SERVICES FUND TO SUPPORT AND CONDUCT A TWO PHASE HISTORICAL RESOURCES SURVEY WHEREAS, on July 19, 2011 the City Council (Council) authorized staff to proceed with a historical resources survey that would identify and evaluate resources in those sections of the City that have the most potential to have historical resources; and WHEREAS, on October 6, 2011 Staff advertised in the Star News, on Planet Bid and via email distribution to the membership of the local Association of Environmental Professionals (AEP) requesting proposals for aTwo-Phased Historical Resources Survey (Historical Resources Survey) that met the Work Program authorized by Council on July 19, 2011; and WHEREAS, the consultant proposals (proposals) were to be submitted to the City on or before 4 p.m. October 27, 2011; and WHEREAS, six (6) proposals were received on or before 4 p.m. October 27, 2011; and WHEREAS, a selection committee (Committee) comprised of three (3) City Staff members was formed to review all of the proposals; and WHEREAS, after review of all of the proposals the firms with the top three proposals were selected to participate in an interview with the Committee; and WHEREAS, through the interview process, ASM Affiliates, Inc. was selected as the preferred consultant (Consultant) for their innovative use of GPS and GIS technology and for their experience with similar projects; and WHEREAS, the Consultant contract is for a single fixed fee amount of $73,000 to conduct a Historical Resources Survey payable on a percentage basis upon receipt of established deliverables; and WHEREAS, funding for the conduct of the Historical Resources Survey has been partially budgeted through several sources including approximately $34,000 in the approved Development Services Department FY2011-12 budget, $25,000 that was donated by the Historic Homeowners in 2007, and $5,930 that was raised from the Colonel Dickinson Home Tour Ice Cream Social historic survey fundraiser; and WHEREAS, an additional $8,200 is needed to fulfill the contract amount of $73,000; and 8-35 Resolution No. Page 2 WHEREAS, the additional $8,200 is available as part of the unencumbered Development Service Fund balance and, accordingly, appropriation of those monies is being requested; and WHEREAS, the Development Services Director has reviewed the proposed contract approval for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity (approval of a contract to conduct a survey) is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review of the contract approval is required. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista hereby approves the appropriation of $8,200 from the available (unassigned) fund balance of the Development Services Fund to the Services and Supplies expense category of the same fund to contract for historical resources survey services. Presented by Gary Halbert, P.E., AICP Assistant City Manager/Development Services Director 8-36 Approved as to form by RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A TWO PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND ASM AFFILIATES, INC. FOR CONSULTANT SERVICES RELATED TO A TWO PHASE HISTORICAL RESOURCES SURVEY WHEREAS, on July 19, 2011 the City Council (Council) adopted a Historic Preservation Program (Program) and a Historic Preservation Ordinance (Chula Vista Municipal Code Title 21 or Title 21), which established a process for the identification of historical resources and evaluation criteria for determining historical eligibility; and WHEREAS, on July 19, 2011 the Council also authorized staff to proceed with a Historical Resources Survey (Survey) that would identify and evaluate resources in those sections of the City that have the most potential to have resources that are 45 years or older and appear to meet the City's criteria for designation; and WHEREAS, Title 21 went into effect on September 2, 2011; and WHEREAS, on October 6, 2011 Staff advertised in the Star News, on Planet Bid and via email distribution to the membership of the local Association of Environmental Professionals (AEP) requesting proposals for atwo-phased Survey that met the Survey work program authorized by Council on July 19, 2011; and WHEREAS, the consultant proposals (proposals) were to be submitted to the City on or before 4 p.m. October 27, 2011; and WHEREAS, six (6) proposals were received on or before 4 p.m. October 27, 2011; and WHEREAS, a selection committee (Committee) comprised of three (3) City Staff members was formed to review all of the proposals; and WHEREAS, after review of all of the proposals the firms with the top three proposals were selected to participate in an interview with the Committee; and WHEREAS, through the interview process, ASM Affiliates, Inc. was selected as the preferred consultant (Consultant) for their innovative use of GPS and GIS technology and for their experience with similar projects; and WHEREAS, the 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 the agreement; and 8-37 Resolution No. Page 2 WHEREAS, the Development Services Director has reviewed the proposed contract approval for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity (approval of a contract to conduct a survey) is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review of the contract approval is required. NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista hereby approves the Two-Party Agreement between the City of Chula Vista and ASM Affiliates, Inc. for services related to conducting a Historical Resources Survey. BE IT FURTHER RESOLVED that the City Council does hereby authorize and direct the City Manager to execute said agreement for and on behalf of the City of Chula Vista. Presented by Gary Halbert, P.E., AICP Assistant City Manager/Development Services Director 8-38 Approved as to form by Additiona I Information Item #8 February 28, 2012 \111/ ___ arc oe CHUTA VISiA Disclosure Statement*"" Pursuant to City Council Policy 101-01, prior to any action on a matter that requires discretionary action by the City Council, Planting Commission or other official legislative body of the City, a statement of disclosure of certain ownerships, financial interests, payments, and campaign conh'ibutions must be filed. The following information trust be disclosed: I. List the names of all persons having a financial interest in the project that is the subject of the application, project or contract (e.g., owner, applicant, contractor, subcontractor, material supplier'). 7olut R. Cook,. President 2. If any persons identified in section 1. above is a corporation or partnership, list the names of all individuals with an investment of $2000 or more in the business (corporation partnership) emit}+. John R. Cook 3. If any person* identified in section 1. above is anon-profit organization or trust, list the names of any person wdro is the director of the non-profit organization or the names of the trustee, beneficiary and trustor of the trust. t>/a 4. Please identify every person, including any agents, employees, consultants, or independent contractors, whom you have authorized to represent you before the Cily in this matter. Sinead Ni Ghabhlain ASM Jennifer Krintz, ASM Shannon Travis, ASM S~r~h Sh'ingw~-Rnti+sliPr, A4T\d 276 Fourth Avenue Chula Vista ( California 91910 ( (619) 535-5722 _\wa~Mw cm of CHUTA VISrA Disclosure StatementK** Disclosure Statement -Page 2 5. Has any person" identified in 1., 2., 3., or 4., above, or otherwise associated with this contract, project or application, had any financial dealings with an official~~ of the City of Chula Vista as it relates to this conhact, project or application within the past 12 mouths? Yes_No Q 1f Yes, briefly describe the nature of the financial interest the official"' may have in this contract 6. Has any person"` anyone identified iu 1., 2., 3., or 4., above, or otherwise associated with this contract, project or application, made a campaign contribution of more than $250 within the past twelve (12) months to a current member of the Chula Vista City Council? NoQ Yes_ If yes, which Council ^tember? . Has any person" identified in 1., 2., 3., or 4., above, or otherwise associated with this contract, project or application, provided more than $420 (or an item of equivalent vahte) to an official"^` of the City of Chula Vista in the past hvelve (12) months? (This includes any payment that confers a persaual benefit on the recipient, a rebate or discount in the price of anything of value, money to retire a legal debt, gift, loan, etc.) Yes NoQ If Yes, which officiah`~ and what was the nature of item provided? 8. I-Ias any person'` identified iu 1., 2., 3., or 4., above, or otherwise associated wish this contract, project or application, been. a source of income of $500 or more to 276 Fourth Avenue I Chula Vista. I California 91910 (619) SSS-5722 Additions I Information Item #8 February 28, 2012 ~151~ ____ am oFOf CHUTA VISA Disclosure Statement xx an official"" of the City of Chula Vista iu the past twelve (12) months? Yes No Q If Yes, identify the official** and the nature of the income provided? Date: February 27, 2012 of C~utractor/Applicant A.SM ~ri~'a~es lnc~ Print or type name of Contractor/Applicant x 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, nnmicipality, district, or other political subdivision, or any other group or contbinatiou acting as a unit. ** Official includes, but is not limited to: Mayor, Council member, Plamring Commissioner, Member of a board, commission, or committee of the City, and City employees or staff members. *** This Disclosure Statement nnrst be completed at the time the project application, or contract, is submitted to City staff for processing, and updated within one week prior to consideration by the legislative body. last Updated: September 3, 2009 276 Fourth Avenue ~ Chula Vista ~ California ~ 91910 ~ (619) 585-5722