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HomeMy WebLinkAbout2013/01/08 Item 07CITY COUNCIL AGENDA STATEMENT ~~ 1 ~`~~ CI11' OF CHUTA VISTA 1/8/13, Item 7 ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENTS BETWEEN THE CITY AND (A) AMEC ENVIRONMENTAL & INFRASTRUCTURE, INC., (B) CTE CONSTRUCTION TESTING & ENGINEERING, INC., (C) KLEINFELDER WEST INC., AND (D) NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SERVICES TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIAL TESTING & SPECIAL INSPECTION CONSULTANT SERVICES FOR VARIOUS CAPITAL IMPROVEMENT PROJECTS (CIP) AND OTHER CITY PROJECTS SUBMITTED BY: DIRECTOR OF PUBLIC WORKS (~ ASSISTANT DIRECTOR OF ENGIN ERING ~Lj,V~~ REVIEWED BY: CITY MANAGER ~~ ~'~ ASSISTANT CITY MANAGER~~'~ 4/STHS VOTE: YES ^ NO SUMMARY The design and construction of Public Works infrastructure improvements and buildings require the use of quality materials and construction methods to assure facility longevity and useful life. The City's quality assurance program involves timely inspections by qualified City personnel and consultant specialty inspectors, and the testing of soils and construction materials by consultant laboratories. On August 15, 2012, a request for Proposal (RFP) was issued for consultant services to provide specialty inspections and soils and materials testing. On September 5, 2012, nine proposals were received and, through the City's consultant selection processes for these services, staff has negotiated proposed contracts with the following companies: 1. AMEC Environmental & Infrastructure, Inc. -San Diego, CA 2. CTE Construction Testing & Engineering, Inc. -Escondido, CA 3. Kleinfelder Inc. -San Diego, CA 4. Ninyo & Moore Geotechnical & Environmental Services -San Diego, CA 7-1 1/8/13, Item ~ Page 2 of 5 These companies will provide on-call Geotechnical, Storm Water Monitoring, Materials Testing and Special Inspection Consulting Services from January 09, 2013 to January 08, 2016, with options to extend the agreements for two additional yeazs, at the City Manager's discretion. ENVIRONMENTAL REVIEW The Development Services Director has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it involves a governmental administrative activity consisting of the approval of agreements with vazious consultants who will provide consulting services for various capital improvement projects (CIP) and other city projects that will not result in direct or indirect physical changes to the environment. Therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is required. RECOMMENDATION Council adopt the resolution. BOARDS/COMMISSION RECOMMENDATION Not applicable. DISCUSSION The City requires geotechnical, storm water monitoring, materials testing & special inspection services for projects built with both public and private funds to insure that the quality of materials and construction methods used meets the City's adopted specifications and requirements. The City has adopted the Standazd Specifications for Public Works Construction, the Regional Supplement Amendments, the City of Chula Vista Standard Special Provisions, the San Diego Area Regional Standazd Drawings and the City of Chula Vista Design and Construction Standards, the State of Califomia Department of Transportation Standazds Specification and Plans. During the design phase of projects, the City ofren requires sampling and testing of existing pavement, base, and subgrade materials, as well as borings for deep trenches, excavations (cuts) and embankment (fill) conditions. During the construction phase of projects, the City routinely requires Geotechnical Engineering Services for the observation of earthwork operations and, sampling and testing of soils and construction materials, sampling and testing of a material's source of manufacturing or production, storm water sampling and testing, and building special inspection to assure compliance with, and adherence to, project standazds and specifications. The City does not have the staff, equipment, and/or materials testing laboratory facilities necessary to perform geotechnical (soils) engineering, storm water sampling and monitoring, construction materials sampling and testing, or special inspection services during the design and construction phases of City projects. 7-2 1/8/13, Item ~ Page 3 of 5 Consultant Selection Process Per the consultant selection procedures outlined in the City's Municipal Code, a request for proposal (RFP) was issued on August 15, 2012. Nine proposals were received on September O5, 2012, from the following Consultants (listed in alphabetical order): - AMEC Environment & Infrastructure, Inc. -San Diego, CA - Construction Testing & Engineering, Inc. -Escondido, CA - Kleinfelder West Inc. -San Diego, CA - Ninyo & Moore Geotechnical and Environmental Sciences, Inc. -San Diego, CA - NOVA Services -San Diego, CA - NVS Testing Engineer -San Diego, CA - SEQUOIA Consultants, Inc. -Orange, CA - Southern California Soil & Testing, Inc. -San Diego, CA - TWINING, Inc. -San Diego, CA A Selection Committee comprised of the following City Staff evaluated the proposals received: - Boushra Salem, Senior Civil Engineer - Jose Gomez, Land Surveyor - Khosro Aminpour, Senior Civil Engineer - Kalani Camacho, Senior Public Works Inspector The Committee evaluated and rated Consultants based on their proposals using the following criteria: - Qualifications and Experience of Professional & Technical Staff - History of firm in San Diego County - Experience with Municipal agencies/contracts - Expertise & Specialization of the firm - Experience with storm water monitoring and Building Special Inspection Services - Material Testing Laboratory Facilities and personnel qualifications - Firm's ability to perform on-site tests & make field determinations/recommendations - Firm's Quality Assurance procedures - Fee Schedule for professional, technical, and field staff - Fee Schedule for test procedures - Quality of Proposal: presentation; clear and neat; satisfactorily addresses all the requirement of RFP The following are the four firms recommended by the Selection Committee, listed in alphabetical order: - AMEC Environment & Infrastructure, Inc. -San Diego, CA - Construction Testing & Engineering, Inc. -Escondido, CA - Kleinfelder West Inc. -.San Diego, CA - Ninyo & Moore Geotechnical and Environmental Sciences, Inc. -San Diego, CA 7-3 1/8/13, Item~_ Page 4 of 5 Two Part~Agreements Approving the proposed Agreements between the City of Chula Vista and the four selected Consultants (Agreements) will ensure that City staff obtain timely and cost-effective services to support all types of projects. Consultants shall provide Geotechnical, Storm Water Monitoring, Materials Testing and Special Inspection Consulting Services for various Capital Improvement Program (CIP) and other City projects during project design and construction phases. These projects may be funded with local, state, federal, and private monies. The Consultants will perform the required material testing, soils, sampling and inspection in accordance with accepted test methods and standazds. These methods and standazds include those established by the American Society for Testing and Materials, the State of California Department of Transportation, all Specifications adopted by the City of Chula.. Vista, the Environmental Protection Agency, and the California Building Code. The City of Chula Vista and each of the four Consultants listed above mutually agreed to all of the Recitals, terms and conditions incorporated into the Agreements (see Exhibits A, B, C & D). The extent of the Consultants' services will be determined on aproject-by-project basis, and will cover public projects and, on occasion, private projects in which the results of laboratory tests submitted by developers and contractors must be independently verified. Because the firms selected may provide similaz services to private developers and contractors from time-to-time, entering into agreements with four qualified firms will ensure that potential conflicts of interest are avoided when independent verification of laboratory tests aze needed. The City will pay the Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in each of the Agreements as Attachment A, "Schedule of Fees-Hourly Rates," and Attachment B, "Materials Testing Services Fee Schedule." Each Consultant shall provide services on an intermittent basis with a maximum aggregate limit not-to-exceed $750,000 (Authorization Limit) over the life of the Agreement, unless first authorized by the City Council. Each of the proposed Agreements between the City and the Consultant will be valid through January 08, 2016. It is anticipated that the type of services required will remain constant, but the frequency and/or amount will vary from year to year. Each of the proposed Agreements includes provisions allowing the City, at its sole discretion, to extend the Agreement for up to two additional yeazs. An extension would require mutual agreement between the City and Consultant and would be predicated upon staff s determination of satisfactory performance by the Consultant during the initial three-yeaz term. Disclosure Statement Attachment 1 is a copy of the Consultant's Disclosure Statement. 7-4 I/8/13, Item "? Page 5 of 5 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. been informed by any City Councilmember, of decision maker conflict of interest in this matter. CURRENT YEAR FISCAL IMPACT Staff is not independently aware, nor has staff any other fact that may constitute a basis for a Approval of the proposed Resolution will not authorize the expenditure of any funds. All costs for the Consultants' services will be funded from approved and funded CIP Projects or reimbursed to the City from Developer deposits. ONGOING FISCAL IMPACT There is no direct ongoing impact to the General Fund. ATTACHMENTS Attachment 1. Consultants' Disclosure Statements Exhibit A. Agreement with AMEC Environment & Infrastructure, Inc. Exhibit B. Agreement with Construction Testing & Engineering, Inc. Exhibit C. Agreement with Kleinfelder West Ino. Exhibit D. Agreement with Ninyo & Moore Geotechnical and Environmental Sciences, Inc. Prepared by: Boushra Salem, Senior Civil Engineer, Public Works-Engineering Department J' IEngineerlAGENDAlCAS1013101-08-131Geatechnica[ Consutant Agme rev3.doc 7-5 C®11SbIllt~n$S ~15C~®SIA1'e Statement 7-6 AMEC Environmental & infrastructure Inc. City of Chula Vista Disclosure Statement Pursuant to Council Policy 101-O1, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and all other official bodies of the City, a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City of Chula Vista election must be filed. The following information must be disclosed: I. List the names of all persons having a financial interest in the property that is dte subject of the application or the contract, e.g., owner, applicant, contractor, subcontractor, material supplier. ~- _ 2, If any person* identified pursuant to (l) above is a corporation or partnership, list the names of all individuals with a X2000 investmznt in the business (corporation/partnership) entity. ~oN ~ 3. If any person* identified pursuant to (1) above is anon-profit organization or trust, list zhe names of any person serving as director of [he non-profit organization or as trustee or beneficiary or trustor of the trust. nJy ~ 4. Please identify eveq~ person, including any agents, employees, consultants, or independent contractors you have assigned to represent you before the City in this matter. ~oN~ 5. Has any person* associated with this contract had any financial dealings with an official** of the City of Chute Vista as it relates to this contract within the past 12 months? Yes_No~ 7-7 If Yes, briefly describe the nature of the financial interest the official** may have in this contract. 6. Have you made a contribution of more than $250 within the past hvelve (12) months to a current member of the Cttula Vista City Council? No Yes _ If yes, which Council member? 7. Have you provided more than 53=10 (or an item of equivalent value) to an official** of the Ciry of Chula Vista in the past hvetve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes _ No If Yes, which official** and what was the nature of item provided? Date: 20 ~ 20 ~2..._ G~ Signature of Con\tract9 Applicant -F~2,Ar1h5 r ~IFC~ A+~l~ Print or type name of Contractor/App 1 i c an t * Person is defined as: any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, -or any other group or combination acting as a unit. *' Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, h4ember of a hoard, camtnissiott, or committee of the City, employee, ar stab members. 7-8 CTE Construction Testing & Engineering Inc. City of Ciuula ~Tista ISisclosure St•ate>atettt Pursuznt to Council Policy l0I-O1, prior to any action upon mztters that will require discretionary action by tltc Council, Planning Commission and all other os-rcial bodies of the Ciry, a statement of disclosure of certain onaership or financial interests, payments, or campaign contributions For a Ciry of Chula Vista election must be filed. The following iniormzran must be disclosed: I. List the names of all persons having a nnancial interest in the property that is the subject of the application or the contract, e.g., owner, applicant, contractor, subcontractor, material supplier. N ~ Y~Z. - ?, [f any person= iden[ined pursuant to (I) above is a corporation or pa;merhip, list the names of all individuals with a $2DOD investment in the business (corporation/partnership) entity. ~~~ 3. If any peron; identified pursuant to (I) above is anon-profit or=anization or Yrust, list the names of any person serving as director of tfte non-profit organization or as trustee ar beneficiary or trustor ofthe trust Pf 4. Please identif}• every person, including any agents, employees, consultans, or independent contractors you have assigned to represent you before the City in this matter. (~ 5. Has any peron* associated with this contract had any financial dealings with an ofncial'* of the City of Chula Vista as it relates to this contract within the past 12 months? Yes_No P/ c~ -9 if Yes, briefly describe the nature of the financial intemst the official" may have in this contract 6. Have you made a contribution of more than $250 ~vitltin the past hvelve (12) months to a current member of the Chula Vista City Council? No Z/ Yes _ If yes, which Council member? Have you provided more than 53'40 (or an item of equivalent value) to an official=* of the City of Chula Vista in the past hvelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes _ No [f Yes, which official*° and what was the nature of item provided? Date: 1 Zip, . 7 , 7~[7 ti i d ,~ ~~ ~ ~ 1 Signature o ntractor/Applicant ('.bn$i'(ut~l'teh iZ_i'l/,c ~. C ^-,~~f,c~1'1T~'. !.'~~. Print or Type name _ of Contra cior/Applicant Person is denned as: any individual, fim, co-partnership, joint-venture, associazion, social club, fraternal organization, corporation, estate, trust, receiver; s}mdicate, any other county, city, municipality, district, or other political subdivision, -or any other group or combination acting as a unit. _= Official includes, but is not limited to: Mayor, Council member, Plannine Commissioner, Member of a board, commission, or committee of tfte City, employee, or staff members. 1 r/ ;J 7-10 Kleinfelder West Inc. City of Chula Vista Disclosure Statement Pursuant to Council Policy I01-Ol, prior to any action upon matters that wiil require discretionary action 6y the Council, Planning Commission and all other official bodies of the City, a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions for a City of Chula Vista election must be filed. The following information must be disclosed: i. List the names of all persons having a financial interest in the property that is the subject of the application or the conosct, e.g., owner, applicant, contractor, subcontractor, material supplier. ~~otna_ Z. If any person" identified pursuant to (l) above is a corporation or partnership, list the names of all individuals with a $2000 investment in the business (corporarion/partnership) entity. ~ov~@. 3. If aoy persona identified pursuant to (1) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor ofdte tnrst. 'k~o v\ ~ d. Please identify every person, including any agents, employees, consultants, or iAAndependent contmc[ors`you_have assigned to represent you before the City in this matter. 5. Has nny person' associated with this contract hod any financial dealings with an otficiel'w of the City of Chula Vista as it relates to this contract within flee past l2 months? Yes_No~_ 7-11 If Yes, briefly describe the nature of the financial interest the affciah• may have in this contract. 6. Have you mnde a contribution of more than $250 within the pazt twelve (IZ) months to a current member of the Cltula Vista City Council? No `~ Yes - If yes, which Council member? 7. Have you provided more than .$340 (or an item of equivalent value) to an official++ of the City of Chula Vista in the past bvelve {12) months? (this includes being a source of income, money to refire a legal debt, gift, loan, etc.) Yes _ No if Yes, which official++ and what rues dte nature of item provided? ~ nnSignature of Conha~c[or/Applicant KBD ~~1.1 ~ ~ N.O 1M SOM Print or type name of Conhactor/Applicant Person is defined az: any individual, firm, co-partnersitip, joint venture, azsociatian, social club, fraternal organization, cotporntion, estate, tntst, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, -or nny other group or combination acting az a unit. +• Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of a hoard, commission, or committee ofthe City, employee, or staff memhers. 7-12 Ninyo & Moore Geotechnical & Environmental Services City of Chula Vista Disclosure Statement Pursuant to Council Policy 10 } -Ol, prior to any action upon matters that will require discretionary acton by the Council, Planning Commission and all other official bodies of the City, a statement of disclosure of certain ownership or financial interests, payments, or campaign contributions For a City of Chola Vista election rriu5[ bi: filed. The foiloviing information must.be disclosed: I. List the names of all persons having a financial interest in the property that is the subject of the application or the contract, c.g., owneq applicant, contractor, subcontractor, materiatsupplier. ' t~ dv~ e. 2. If any person* identified pursuant to (I) above is a corporation or partrrership, list the names of all individuals with a 52000 investment in the business (corporation/partrtership) entity. i\~ ~ Ps 3. If any person+ identified pursuant to {t) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trdsG 4J /!~ 4. Please identify every person, including any. agents, employees, consultants, or independent contractors you have assigned to reptrsentyou before the City in this matter. l~ O t1 t= 5. Has any person* associated with this contract had any financial dealings with an official** of the City of Chula Vista as it relates to this contract within the past 12 months? Yts_No~_ 7-13 IFYes, briefly describe the nature of the financial interns[ the official•• may have In this connect \~ ~ A 6. Have you made a contribution of more Bran $?50 within the past hvelve (I2) months to a durrenC member of dte Chula Vista City Council? No ~ Yes - If yes, which Council member? N /P~ - Have you provided more titan $340 (or an item of equivalent value) to an official** of the City of Chula Vista in the past hvelve (l2) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes _ No [f Yes, i~ ~fficial*' and what was dte nature of item provided? Date: 1 2 't7° :-. 1 Z ~<_~%C`7~~~ Signatwe of ontractot/App[icant I`I~vlyyo Dc t `oot+'Z~ fYI~~T~, L.u't-tn iffier Print of type name of Contractor/Applicant Person is defined as: any individual, firm, co-partnership, join[ venture, association, social club, fraternal organization, corporatien, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, -or any other group or combination acting as a unit. +~ Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member ofa board, commission, or committee of die City, employee, or staff membet3. 7-14 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND L BE FORMALLY SIGNED UP,pN APP V ~-B~' 'FOIE CITY ~j~ J R. Googins Attorney Dated: t ~ ~ AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND AMEC ENVIRONMENTAL & INFRASTRUCTURE, INC. TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIALS TESTING AND SPECIAL INSPECTION CONSULTING SERVICES 7-15 Agreement between City of Chula Vista and AD'IEC, Environmental & Infrastructure, Inc. to provide an On-Call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services This agreement (Agreement), dated for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A to this Agreement (Exhibit A), Paragraph 1, is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (Cityj, and the entity whose name, business form, place of business and telephone numbers are indicated on Exltibit A, Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts: RECITALS WHEREAS, the City has a Capital Improvement Program ("CIP"} for various Projects within the City; and WHEREAS, the City has the need for the on-call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services during said CIP Projects design and construction phases; and WHEREAS, a Request for Proposal ("RFP") was issued on August I5, 2012 with a due date of September O5, 2012; and WHEREAS, on said date, the City of Chula Vista received nine (9) proposals frotn firms interested in providing said consultant services for the City; and WHEREAS, after the City Selection Committee completed their review of the proposals for all nine firms, they selected AMEC Environmental & Infrastructure, Inc., as one of the four Consultants to provide the services necessary; and WHEREAS, AMEC Enviromnental & Infrastructure, Inc., as an on-call consultant, prior to commencing work on a particular CIP Project ("Project") on which the City desires, shall be issued a task order; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page 1 Tn•a Parrn:fgreemem ben,een Cim of Chula Vuta and ahfEC ro proride nn on-cal! Georeclmical, Sromr I(@(er Alanimtiog, dlcterioCs 7esring d Special Inspection Cauulting Sen•ices Q:`:Enginecrivc~Gwmeit Consulmnl`3073 CansWmnts`A ~:cmcr.~i.4MEC Agrecmcm FinaLGec 7-16 OBLIGATORY PROVISIONS PAGES NOW, THEREFORE, for valuable consideration the City and Consultant do hereby 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. Genera] Duties. Consultant shall perform all of the services described on Exhibit A, Pazagraph 7 (General Duties). - - 2. Scope of Work and Schedule. hi performing and delivering the General Duties, Consultant shall also perform the services, and deliver to City the "Deliverables" described in Exhibit A, Pazagraph 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. Reductzons in Scope of ifJOl-Ic 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. )n 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, Pazagraph 10(C), unless a separate fixed fee is otherurise agreed upon. All compensation for Additional Services shall be paid monthly as billed 3. Standard of Caze. The Consultant expressly warrants that the work to be performed pursuant to this Agreement, whether Defined Services or Additional Services, shall be performed in accordance with the standazd of care ordinarily exercised by tnembers of the profession currently practicing under similar conditions azid in similar locations. a. No Yi~aiver• of Standm•d 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 Page 2 Two Parm Agreemem benveen Cin~ ojChula Villa and :IAIEC ro proride mr on-cal(Geoleclneical. Sturm ^'ater Wonita'ing, dla(erials Testing S Specia(G¢pecriar Cwuulting Services Q^.Em_inecrineGcotech ConsuhanG1013 Co2sulmms~A~ wmcnls`.M1EC A~rcemem Finnl.doc 7-17 caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with the federal or state law and implementing regulations. No provision of this Agreetent 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 necessazy, amend or temunate this Agreement, or portions of it, expeditiously. Subcontractors. Consultanrt 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 wi`~h all applicab]e laws, regulations, ordinances, and policies, .whether federal, state, or local, affecting Project implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, the Consultant shall ensure that the subcontractor tames out the Consultant's responsibilities as set forth in this Agreement. C. Insurance General. Consultant must procure and tnaintain, during the period of performance of this Agreement, and for twelve months after completion, policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees or subcontractors, and provide documentation of same prior to commencement of work. 2. Minimum Scone of Insurance. Coverage tnust be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Fonn CG0001). b. Aldo. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). c. ilfC. 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. Page 3 Tca pm~rr:Igmemem henremo Cim afChuln 1'vm mrdaA9ECro prot•iAe an on-call GeorerJmical. Storm I{'ater Flonitoring, Afateria(s Testing & Special Irsspettian CmuxAing Sen•ieet Qr.Eneineenn_eGcalech ConsWmnt@013 ConcWmntST~nemenis`AAfEC Ag¢emem FinaLdoc 7-18 3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table below: i. Genera] Liability: $1,000,000 per occurrence for bodily injury, personal injury, (Including (including death), and property damage. If Commercial General operations, Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply sepazately to this completed Project/location or the general aggregate limit must be twice the operafions, as required occurrence limit. a licable) ii. Automobile $1,000,000 per accident for bodily injury, including death, and Liability: property damage. iii. Workers' Statutory Compensation $1;000,000 each accident Employer's $1,000,000 disease-policy limit Liability: 51,000,000 disease-each em Ioyee iv. Professional $1,000,000 each occurrence ' 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 orself-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 aze to be named as additional insureds with respect to all policies of insurance, including those with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment famished in comiection 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 ?010 (I 1/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. Page 4 7ivo Parry A,;rcemeM 6enreen Cim ofChafa Pima and: fAfEC 1a provide an on-ca(1 Geor2clutical, Storm {Paler hlartilorin„ Alaleria(s 7estiag & Special Lupeclioa Corrsulrirr~ Services Q~`Eneineering~Gwme6 Consu!mnl`_'413 Cansvlmms'a1~ emencs~AMEC A~semem Final.tloc 7-19 Primary Insurance. The Consultant's General Liability insurance coverage must be primazy 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 sepazate from the insurance of the Consultant and in no way relieves the Consultant from its responsibility to provide insurance. a 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 Civil Code. e. Il~aiver 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. b. Claims Forms. 1f 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 fonn 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. 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 ]ess 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. Page 5 Tiro Parm dgreenicnt Genceen Cirr of C7uda Vista mrd adIEC to provide mr on-call Georedrnicaf, S~onn 1!'prer Atonirorin„ d4merials Testirr~ d2 Special lnspec(ion Cor~suUrn~ Sen~ices ~~~ Pt,,i ~.':Eneincerino Gemedr CunsvltanR013 Co~Wmn~s',nercemcnls'.AMHC A_ cmeni FimLdnc 7-20 8. Verification of Coveraee. Consultant shall furnish the City with original certificates and aznendatory endorsements effecting coverage required by Section I.C. of this Agreement. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 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 requirements included in these specifications. 10. Not a Limitation of Other Oblieations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. D. Security for Performance Performance Bond. In the event that Exhibit A, at Paragraph 18; indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immmediately 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, htto'/h~'r~~v.fins.treas.eov/c570, azid 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. 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 Page 6 Two Parrv,4„reement benreen Cim of Cludo Prrta mvAdh9EC m pro+•ide an on-call Georecbnical. Storm IPater Alanirorin~. 6(meriafs Testing & Speeiaf Inspection Consu7Hng Semites QdCncinc<rim_`,Gcolceh Cansul~amC013 Co~ulunaSngmeumnabNl EC Ayrecmcnt Final.doc 7-21 (indicated by a check mark in the pazenthetical space immediately preceding the subparagraph entitled "Oilier 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. E. Business License. Consultant agrees to obtain a business license frorn the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperafion. 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, tluoughout the term of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Pazagraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultazit's performance. B. Compensation. 1. Followine Receipt of Billing. Upon receipt of a properly prepared bill frorn Consultant, submitted to the City as indicated in Exhibit A, Paza¢aph 17, but in no event more frequently flian montlily, on the day of the period indicated in Exhibit A, Paragraph 17, City sltall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Pazagraph 10, adjacent to the governing compensation relationship indicated by a "checkrnark" next to the appropriate arrangement, subject to the requirements for retention set forth in Pazagaph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Pazagraph 1 I . 2. S~,portino 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 flee 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, Pazagraph 17(C) to be charged upon making such pa}nnent. 3. Exclusions. hi 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. Er•ror-s and Omissions. In the event that the City Administrator determines that the Consultant's negligence, errors, or omissions in the performance of work Page 7 Tug Porrv.d~r'aemen: benreen Ciro ofChula I"am and dAlEC ro prrovide an on-call Geotechnical. S[orm II'aler dfonilorin„ dfaterials Testing G Special Lupection Conndling Sernices Q':HnSinwriny`Gcolcc6 Co+vsulmm'1013 Coasulunts6lerecmcmS.MtEC A_ ccmcnt Finai.dac 7-22 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 pazagraph 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 ari 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 flze Consulta-tt in writing, stating its reasons. The Consuhant 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 riglrt of City to disallow costs and recover funds pro~2ded for the Project on the basis of a later audit or other review. a. Consultant's Obligation to Pad+. Upon notificarion to the Consultant that specific amounts are owed to City, whether for excess payments or disallov,+ed 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, Pazagraph 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 Decision. 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 govenunental 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 teen is used Page 8 Aro Pa'm d,^,reeneenl ben: eea Cin~ of Chula I'isro and 9hfEC ro pravirle an on-ca!l Geateclmieal, Stm'm I i'afer hia+riroring, blateria(s Tes(iiig S Special Inspectiwr Cortsultin,; Sen~ices Q \Enyinecdng~Gcotech Consulmnd?01? ConvWmn~sV+a:emen~s`.AMPC AE cemem FinaLdo< 7-23 in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this Agreement. 4. Promise Not to Acquire Conflicting Interests. Regard]ess 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 tenn 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 teams 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, (Prolbited Interest}, other than as listed in Exhibit A, Pazagraph 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 tlis Agreement. Consultant prdmises to advise City of any such promise that may be made during the Term of this Agreement, or for twelve months thereafter. c. Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. d. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 1V. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. Page 9 Tu•o Pam agreernenr between Cirv afQndo Pinta anA:Li9EC m provide mr m:-cafl Geoteclmical. Sturm !Parer Afanilor-ing,Waleriah resting d Specia!lrapeetion Cwsa(ting Semites QiLng3n¢ennS~G~ro¢eh Can ulunP2013 Conultaau\AgrecmausAMflC Aymemcnt Fiwrdoc 7-24 1. Estimatine Damages. It is acknowledged by both parties that time is of the essence in the completion of dais Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to amve at a reasonable amount to compensate for delay. 2. Amount of Penalty. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the Consultant shall pay to the City, or have withheld from monies due, the swn of Liquidated Damages Rate provided in Exhibit A, Paragraph 13 {Liquidated Damages Rate). 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 notify the City's Contract Administrator, or designee, in writing of that fact within ten calendar days after the beginning of any such claimed delay. Extensions of time will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. ARTICLE V. INDEMNIFICATION A. Defense, Indemnity', and Hold Harmless. General Requirement. Except for liability for Design Professional Services covered under Article V., Section A.2., Consultant shall defend, indemnify, .protect and hold harmless the City, its elected and appointed officers, agents and employees, from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Defined 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 Consultant, 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 278?.5, as maybe amended from time to time, Page 10 T+~~o Parrvagreement Genceen Cirv ofC1rtJ¢ Nirm ¢nA.1hf£Cfo prmide an on-toll Geo+echnic¢I. S+orm {Parer Monitoring, Al¢leri¢[s Testing d Special G¢pectiwr Cau+dting $en•icu QSEn_ineering`Geo¢cL Cortuf~ind_'Oli ConsufpnN.4ymY Vmnls`AMEC AereeneN Final.doc 7-25 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 performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the sole negligence, active negligence or willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligations and duties under this Agreement. 3. Costs of Defense and Awazd. Included in the obligations in Sections A.l and A:L, 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, awazd 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 az~d costs incurred by each of them, subject to the limitafions in Sections A.l. 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. Declazations. Consultant's obligations under Article V shall not be limited by any prior or subsequent declaration by the Consultant. 6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Article V. 7. Survival. Consultant's obligations under Article V shall survive the termination of this Agreement. ARTICLE VI. TERMINATION OF AGREEMENT A. Termination for Cause. lf, 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 Page I1 Tn~o Putty Agreement Uenveen Ciry of Chula 1`ista and aAfEC to proride an on-cafl GeatecGnieo[ Smnn {S'ater hforritoring, Aluterials Testing d Special Lupecrion Conndring Services Q.9Eneineering~Gcoteeh CortsuLantl2pll CortsultanutAt:~rvcmenti~M1EC Agrcunem FinaLdac 7-26 less any daznages caused City by Consultant's breach. for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination,. B. Termination of Agreement for Convenience of Cit}'. 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 ]east 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, 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 VIT. 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, docutents, 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. PR0IECT COMPLETION, AUDIT, AND CLOSEOUT A. Project Completion. Witiun 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 applicable. B. Audit of Consultants. Consultant agrees to perfonn 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 Page 12 7u•a Parn•dercemenl bem'een Cin• ojC~uda Vism anA~1d/LC tv pro,nrle ml on-call GeolechnicaL Stornr 11'arerAlalilaring Atareria(s Teving & Special6upecrimr Cansul(ino Services Q:\Enyinecriny~Geoteeh CoasulGiN,1013 Cansulmnts\AmcemcnUb9b1EC Agmcmem Final.doe 7-27 invalidate any continuing requirements imposed by the Agreement or any umnet requirements set forth in a written notification from City ARTICLE TX. 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 City. 1. Limited Consent. City hereby consents to the assigiunent 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 aztd 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 perfonning 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 litnited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City wiil 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 City harmless with regard to them.. 1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever, as an agent or otherwise. Consultant shall have no authority, express or implied, to bind City or its members, agents, or employees, to any obligation whatsoever, unless expressly provided in tlus Agreement. 2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and shall require that it's agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, Page 13 Two Parrv agreement Genrcen Cim of Chula 1'ism and dh/EC la pro~•ide an on-cafl Geoteefmical, Sturm 11'prer dloniloring. Nalerirrls Tesiin~ d Specia(lntpecrien Consulting Sen~ices Qi Eacinccring\Gcomd+Cor~sulunc^Ot3 Co~ssulunB'A(:m:cmurzsNhlEC Ab~rcemcm Final.doc - 7-28 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 clainn has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. E. Administration of Contract. Each party desiprates the individuals (Contract Administrators} indicated on Exhibit A, Pazagraph 12, as that party's contract administrator who is authorized by the party to represent it in the routine administration of this Agreement. F. Term. This Agreement shall terminate when the parties have complied with alI 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 stateTnent of the numbers and cost in dollaz amounts of all contracts and subcontracts relating to the preparation of the report oz' 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 Consultant, nor its principals are licensed real estate brokers or salespersons. Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deenned 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. IC. Integration. This Agreement, together with any other written document referred to or contemplated in it, embody the entire Agreement and understanding between the parties Page 14 Tn-o Porrv.~loreement Genrem, Cirv ofCLula I'islo mad AhfEC m provide mr on-toll Geofecl+nical, Srorrrr !Toter Jlortiloring. Maferio/s Testing & Speciallns-ecrion Consutr/ng Sernicu Q:~Eneineering\Geomch Consultaod'_013 Consullan6`Ayrements`.MIFC Aercemcm Finaldoc 7-29 relating to the subject matter hereof. Neither tlvs Agreement nor any provision of it maybe amended, modified, waived or dischazged except by an instrument in writing executed by the party against wlrich 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 Agreement. M. Governing Law/Venue. 'This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of Califomia, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance under it, shall be flte C-ity of Chula Vista. (End of page. Next page is signature page.) Page IS Tmo Para` ASreement Genree+r Cim of Clnda }'ism mid : tAdL•C.o provide m+ on-call Geoteclmical. Storm 11'arer AfonirorinS, blateriuS fes(inS 6 Special Gupection CorssuGir+S Services Q:\Enyinccring~Geacd~ ConsvlmnC20I3 Gonsnlldllls•-.4gft.-mcros\MfEC Acr¢mcnt rinal.doc 7-30 Signature Page to Agreement between City of Chula Vista and AMEC Environmental & Infrastructure, Inc To provide an on-call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services 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 By: Attest: Donna Norris, City Clerk Approved as to form: Glen R. Googins, City Attorney Dated: Cheryl Cox, Mayor AMEC Environmental & Infrastructure, I By: Francis Wi and, PE Program OversighUQua~lity~Assurance By: ~ ~/y " David Wilson, PE Project Manager Exhibit List to Agreement (~ Exhibit A Page 16 firo Parp~ Agreen~enl 6eM'een Ciq~ afCludn i4sla and AMEC m prm•ide an arcoll Geoledrnical, Sturm If'arer hlm+itorh+g, M1lalerials Testing & Special Inspection Cwrrul(ing Services Q:\Enginccring\Geolech Consulunt\20^ Conzuluwts\Agrcements\AMLC Agrcancnl Final.doc 7-31 EX~II~I~' ,~1 to Agreement beriveen City of Chula Vista and AMEC Environmental & Infrastructure, Inc to provide On-call Geotechnical, Storm Vilater 1l4onitoring, Materials Testing & Special Inspection Consulting Services Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page 1 of the Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California The Chula Vista Public Financing Authority, a OThe Chula Vista Industrial Development Authority, a ()Other: (City) 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: AMEC Enviromnental & Infrastructure, ]ne. 9177 Sky Pazk Court San Diego, CA 92123 ~. Business Fonn of Consultant: OSole Proprietorship ( )Partnership (X) Corporation a [insert business form] Page 17 fi+~¢ Parro.4green,er,r benreerr Cim ofCluda VBm and:731ECm provide ¢n on-cal(Geo(eclntical, Slann I)'ater d/artimring Alareria(s Tetiirtg S Special Gspeetion C¢nsulliue Services Q;\EneinecrinS~Ge¢ucL Consulunf3013 Con~almnBl46'2emcv~s`AhtEC ASrecment Fiwl.doc 7-32 Place of Business, Telephone and Fax Number of Consultant: 9177 Sky Park Court San Diego, CA 92123 Phone No.: (858) 278-3600 Fax No.: (858) 278-5300 7. General Duties: Consultant shall provide Geotechnical, Storm Water Monitoring, Materials Testing and Special Inspection Consulting Services for Various Capital Improvement Program ("C3P") Projects during said Projects' design and construction phases. These CIP projects maybe funded with local, state, and federal tnotues. The consultant shall provide: A. Materials testing laboratory facilities staffed vdth personnel qualified to perform sampling and testing of portland cement concrete, soils, treated soils, crushed aggregate base, and bituminous materials, as required. The materials testing laboratory must have a documented Quality Assurance Program ("QAP") in conformance with City of Chula Vista Quality Assurance Program 2009. The Consultant must provide a copy of the QAP on a yearly bads. B. GeotecluvcaUsoil engineering services for City-funded projects during earthwork construction operations, including geotechnicaUsoils engineering observations during site preparation for placement of fill and construction ofsub-drainage systems. The Consultant maybe required to make recommendations regazding the removal of unsuitable materials for fills and methods of compaction based upon previous soils/ geoteclnucal investigations and upon the Consultant's own observations. The number and scope of such projects will vary from year-to-year. C. Personnel that are experienced in the testing of materials used in the construction of public works facilities and familiaz with the San Diego Area Regional Standard Drawings, the Green Book, California Building Code and the City of Chula Vista codes, procedures, az~d regulations are required to satisfy the requirements of the Consultant contract. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution ofnon-qualified individua]s with qualified persormel at any time. Personal assigned to the City of Chula Vista projects shall obtain approval from the City on an annual basis. The Consultant's QAP must include procedures and policies in which personnel are certified to perform the materials testing and sampling requested by the City. D. Geoteclmical, Storm Water Monitoring, Materials Testing and Special Inspection Consulting Services in response to the City's request at the time and locations as Page 18 Tn~o Parn•9~reenrenr benr~een Cirv of Gmla {'isfa mul:IA/EC m proride an on-ca!( GeoteehnicaL Srorm 1i'aterdlortilorin~. Afaleria(s Testing & Special Inspection Cmisutting Services QC.Fneinaerin~Gwmcb Con ul~anr1013 Consulmn~s ,P.greements\.Vd 6C 4grcement FinoLdoe 7-33 determined by the City Engineer. The City shall make request(s) for services with 24 hours notice. E. A documented internal laboratory QAP for all required laboratory analyses and procedures. All reference standards and equipment calibrations shall be traceable to the National Institute of Standazds and Technology. F. Detailed report of samples collected for the Project. Reports should contain specific information (i.e, laboratory address & name, date of receipt of sample, specific identifier (e.g. log #) for each sample, test fames, results, and method of disposal). G. Certified copies of calibration and maintenance records on an annual basis or upon City's request for all instruments and devices to be utilized in field and laboratory analyses in accordance with the Consultant's QAP. H. The Consultant shall maintain copies of all records related to field and laboratory testing performed under the contract, including original data, reports, and records of field and laboratory analyses for a minimum of five years from the date of the sample, measurement, report, eta This period may be extended during the course of any unresolved litigation or when requested by the City of Chula Vista. I. Billing forms and procedures used shall be acceptable to the City and shall include all test results reports billed during that period. 8. Scope of Work and Schedule: A. Detailed Scope of Work: I. Material Testine The Consultant shall perform the required material testing, soils, sampling and inspection in accordance with test methods and standazds established by the American Society for Testing and Materials (ASTM), the State of California Department of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standazd Special Provisions, the San Diego Area Regional Standard Drawings, the City of Chula Vista Design and Construction Standazds, the Environmental Protection Agency (EPA) and Chapter 17 of the current Califomia Building Code as specified by the City Engineer. Subject to the provisions of Section 10 below, the work shall be paid for on personnel hourly rates as listed in Attachment "A"; Schedule ofFees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. Page 19 Two Party Agreement between City of Chula Vista and AMEC to provide an an-cal! Geolechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services Q:\Engineering\Geotech Covsultant\2013 Consul[aufsV+greemenlsV+Iv~C Agre~pw8~a1 doe II. Geotecluucal Engineering Consultant shall provide Geotecluucai Engineering services for City projects during earthwork construction operations that the City Engineer detemunes aze necessary to meet finished grades shown on the plans and cross sections. Consultant shall provide Geoteclurical Engineering observation during site prepazation for placement of fill and construction ofsub-drainage systems. Consultant shall make recommendations regarding the removal of unsuitable materials for fills and methods of compaction based upon previous geotechnical investigations and Consultant's own observations. For tests results that failed, Consultant shall provide analysis of the failure and a recommendation of possible solutions in a signed &stamped report-to the City. On tests that passed, Consultant shall state so in the signed and stamped report provided to the City. Said reports shall include the appropriate specificafions next to the test results. Consultant's services will be on an as-needed~basis. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attaclunent "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of spechnens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. III. Storm Water testing Consultazrt shall provide as-needed storm water sampling and testing at project locations identified by City staff at least 24 hours prior to the required sampling. Consultant shall dispatch a qualified personnel tecluucian to the project site within two hours of the start of a rain event. Sampling and tesfing shall be conducted during daylight hours and under safe conditions only. This may include weekends and public holidays. Samples of project site runoff shall be taken in accordance with approved protocols and requirements of the NPDES Construction General Permit. Samples shall be taken to a laboratory certified by the California Deparhnent of Health Services' Environmental Laboratory Accreditation Program {ELAP) and tested for constituents identified by the City as potential pollutants in the discharge, in accordance with standards and approved protocols, including chain of custody and quality assurance/quality control requirements. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attaclunent "A"; Schedule ofFees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specnnens and test cylinders, as listed in Attaclunent "B"; Materials Testing Services Fee Schedule for each City Project. Page 20 Tina Parrr a~reemem benremr Cim ofClurla l irm and aAJEC ro proride an antull Geateclmiw7, Srarm B'arer' h/onitoring, ddare+ials Tes[ing d Special Jnspeaim+ Consulfin,~, Services Q:\Eneinccrine~Gcomc6 Coi+suOanP?013 ConsutlanlsV.gmuocn~s,1MEC Agn:cmmt Finardoe 7-35 N. Buildine Snecial Insoection Consultant shall perform the required building special inspection services as directed by the City in accordance with test methods and standards established by the American Society for Testing and Materials (ASTM), the State of California Departrnent of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standazd Special Provisions, the San Diego Area Regional Standazd Drawings, the City of Chula Vista Design and Construction Standards, the Environmental Protection Agency (EPA) and Chapter l7 of the current California Building Code as specified by flee City Engineer. Subject to the provisions of Section 10 below, the work shall be paid for on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing;-reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. V. Accountine and Bitlin Consultant shall provide separate bill for each City Project identified. Evey bill will list all work performed on project. Bill shall show total amount billed to date for project, paytnent received and amount due. Rll work elements shall be itemized, i.e. tests performed, personnel charges hours, equipment costs, etc. All re-test shall be identified and explained on the bill. City shall be billed within four (4) weeks of work performed. Consultant shall only be paid for work done at the request of the City. If additional work is requested by others, Consultant shall obtain written authorization from the City. hi addition, the Consultant shall include on respective bill the following documentation for said additional work: 1) who requested the work, 2) who approved the work, 3) date of work, 4) who performed the work, 5) time in and out and 6) total of exact hours worked. The Consultazrt shall forfeit and will not receive payment for work performed and billed to City more than sixty (60) calendaz days after performance of work. VI. Personnel David Wilson, P.E. shall serve as Project Manger and single point of contact for the City. The City shall reserve the right of refusing personnel assigned to a project by the Consultant. VII. Reports Consultant shall provide City with written reports on test results within 3 working days after completion of test results. Tests are to be e-mailed to City staff who have requested the services or faxed to FAX number provided by such staff as final test results are available. Page ? 1 Too Parn'a~reement ben+•een Cirv of C/rnfa 1'ism anA.9AlEC to prociAe an on-ca!/ Geotedmica/, Strom ~I'merdlonitonny, bAaterials Tettin~ S Speciallnspec(ion Cartulting Sen•ires Q:.Engineerine`Gcotech Consultanp?013 Cn~ni{onlx~.4¢reements'~AMEC Aertrment Final.doc 7-36 VIII. Conflict of Interest Consultant shall not retain clients who are doing work under permits or contractual agreement with the City of Chula Vista unless otherwise approved in writing by the City Engineer. IX. Work not listed in schedule If an occasion arise whereby the City requests work to be done which is not listed in this .schedule, the price of providing this work shall be negotiated in good faith between the City and Consultant. The negotiated price(s) shall not exceed the Schedule of charges labeled as Attachment "A"; Schedule of Fees-Hourly Rates and Attachment "B"; Materials Testing Services Fee Schedule attached to this: agreement between the City and Consultant. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement OOther: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No. 1': Deliverable No. 2: Deliverable No. 3: D. Date for completion of all Consultant services This agreement will be valid through Jaiiuar6 O8. ?016. It is anticipated that the type of services required will remain constant, but the frequency andlor amount will vary from year to yeaz. City has the option to extend this agreement for up to two additional years. Said extension shall be mutual agreement between the City and Consultant without going through the City's Consultant selection process as outlined in the City's Municipal Code. The City Contract administrator shall give notice of election to extend this agreement by sending notice letter to Consultant not later than two months prior to expiration of the term. 9. Materials Required to be Supplied by City to Consultant: None Page 22 Teo Party d~reemeut benreen Cirr ofCluda 1'isra anA:fAfECto provide mt an-caD Georedmiml, Storm fl'a+er A/onirorirr„ dfaterials Teslin~ & Special brspeclion Caranl3ing Semites Q ~Enyinecrine`Gcotcch Corn ulramC073 ConsulmmsMpeementstMlEC Ayrccment Final.doc 7-37 10. Compensation: A. ()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: Milestone or Event or Deliverable payable as follows: Amount or Percent of Fixed Fee O 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Pazagraph 19 is to be applied to each interim payment such that, at the end of the phase, the lull retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis ofpayment. 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 fortlt. Consultant shall not commence Services under any Phase, and shall notbe entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 3. Fee for Said Phase Page 23 Ta•o Pma`dg+'ecnren( benoeen Cin~ of Chula Vista anA:ID4L•C to pro\ide an on-m!! Geofechnica(. Sturm {Paler M1laiitming. Atatesials Testing & Special Inspection Consulting Sernicer Q:\Enginceriny\Gm¢eh Consultant"01? Consulmn¢`A~m:cmcros`nMSC Acrccmcm riml.doc 7-38 1. Interim Monthly Advances. The City shall snake interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Pazagraph 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 Ciry 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 comrert this agreement to a time and materials basis of payment. C. (X}Hourly 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 Attachment "A"; Schedule of Fees-Hourly Rates and Attachment "B"; Materials Testing Services Fee Schedule attached herein and according to the following terms and conditions: (I) ()Not-to-Exceed Lunitation 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 Consu]tant for $ , including all Materials, and other "reimbursables" (Maximum Compensation). (2) (X) Limitation without Further Auflrorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to $750,000 (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Attachment "A" for Personnel Fees-Hourly Rates and Attaclunent "B"; for Materials Testing Services Fee Schedule ( )Hourly rates may increase by 6% for services rendered after jmonth], 20, if delay in providing services is caused by City. Page 24 Ttco Parn~.-lgreemem ben~ren Cirn of Clrrda Pisa and aAlEC to prm~ide mt on-call GeotechnicaL Srornr 1Parer Afonitoring. Aforeriafs Terri~g S Special Intpeetion Consultir:~ Sen'icer Qi~Encinecrina~Geoledr Consulmnl`?O7 i [OnsWmnl$\A~ecmenltAMBC lprcmem Fin.4d°c 7-39 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: () I~~one, the compensation includes all costs. () Reports, not to exceed $ () Copies, not to exceed $ (~ 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: Codeine .not to exceed $ Meals . not to exceed $ 12. Contract Administrators: City: Boushra Salem, P.E_ Senior Civil Engineer, Public Works Engineering 476 Fourth Ave, Building 200 Chula Vista, CA 91910 Telephone No.: (619) 691-5040 Fax No.: (619) 691-5171 Consultant: David Wilson, P.E. AMEC Environmental & Infrastructure, Inc. 9177 Sky Park Court San Diego, CA 92123 Telephone No.: (858) 278-3600 Fax No.: (858) 278-5300 13. Liquidated Damages Rate: () $ per day. OOther: Cost or Rate $ $ cr cost $ $ na cost cost 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): Page 25 Tiro Parfr dgrecmem benreen City of Chuf¢ Pisl¢ ar+d :l6fECta prm~ide mo on-cat! Geotedmical. Storm 1I'¢ler DJ¢nitoring. hfale~iak Testing d Special Irupection CortsuLing Seivimr QBEne[nrering'.Geolmh Coissulund241i Corsutwms,A~~cemenLS\A1,1EC Atrccmcnt Pinal.doe 7-40 (Not Applicable. Not an FPPC Filer. O 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 wifli the City of Clmla Vista or the City's Redevelopment Agency to provide services, supplies, materials, machinery or equipment. O 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 property within 2 radial mi]es of Project Property, if any: 15. ()Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: None Page 26 T va Parre Agreement 6eneeen Cim ¢fCL¢fa J8t¢ ¢nd:lhlEC to provide ¢¢ ¢n-ca4 GeorecLrtica4 Slone {I'¢ter Alonimring: A4ateri¢(s resting S Special Gupeetion Conru(tirtg Sereicet Q.\Eayinecriny~GaalacL GOR511~1a11t+'a13 CmuvltamsA~ ttmenuvV.1EC Aucement FinaLdoc 7-41 17. Bill Processing: A. Consultazzt's Billing to be submitted for the following period of rime: (X) Montliy ()Quarterly ()Other: B. Day of the Period for submission of Consultant's Billing: {)First of the Month O 15th Day of each Month (X) End of the Month ()Other: C. City's Account Number: 18. Security for Perfornance Performance Bond, $ Letter of Credit; $_ )Other Security: Type: Amount: $ (X) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: (X) Retention Percentage: 10 ()Retention Amount: $ Retention Release Event: ( )Completion of All Consultant Services (X) Other: Completion of all Consultant Services for each City Proiect ( )Other: The Retention Atnount maybe released on a monthly basis provided that Consultant has performed said monthly services to the sole satisfaction of the Assistant City ManagerlDirector of Development Services or lus designee. Attaclunent List to Exhibit A (X) Attaclunent "A° (X) Attachment "B" Page 27 Tu~o Paa~:lgreement Gem~een Cirn ofCluda Vista and.dhfEC m provide an on-eafl GeotecLnicnl, Sturm ii'a(er Af°nitorirto, Afa[eriafs Tettino d• Special Lupection Cwun7(in~ Semicer Q',Gginccring~Gcolcch CortWmnhi013 ConsnlmntsV~~¢ccmcnu~N1EC Acrtcmcn[ Fimt.doc 7-42 1'~ ~~99 PERS®NNEI. ~I®URLY RATES FEE SCI~EDiTd~E T~ EXI~IB~'I' A of the Agreement between City of Chula Vista and AlVIEC, Environmental & Infrastructure, Inc. 7-43 Attachment "A" PERSONNEL HOURLY RATES FEE SCHEDULE (NON -PREVAILING WAGE RATES) ENGINEERS; GEOLOGISTSAND SCIENTISTS PERSONNEL ~-Hourly Rate Principal Engineer/Geologist/Environmental Scientist $170* Senior Engineer/Geologist/Environmental Scientist $130* Project Engineer/Geologist/Environmental Scientist $110* Senior Staff Engineer/Geologist/Environmental Scientist $95* Staff EngineerJGeologist/Environmental Scientist $86* "Standard PPE, Laptop, Truck and standard testing equipment is included in these rates. List any Others TECHNICAL AND SUPPORT PERSONNEL 4 HourlyRate Special Registered Inspector $69* Certified Welding Inspector $71* Soils Technician $65* Materials Technician $65* Storm Water Sampling and Testing Technician $75* Coring Technician -Concrete, Asphalt (inc. Core Equipment and Truck) $175* Word Processor $60 Draftsperson/CADD $85 CW I/NDT $78* *Standard PPE, Laptop, Truck and standard testing equipment is included in these rates. List any Others OTHER CHARGES/Miscellanious - Hourly Rate Dvertime & Saturday Rate ' Travel ** Equipment & Materials *** List any Others 'Overtime and Doubletime will be hiiled in accordance with California Labor law. Hours over a in a day, 40 in a week, will be 3.Sx the regular rate. Hours aver 12 in a day will he billed at 2x the regular rate. Special shift services (ocher than Monday through Friday lam to Spm) will be billed out at 1.25 times our standard hourly rate unless the shift work mandates evenime pay as described above. "Travel expenses and lodging will be billed at cost. Meals will be billed at cost including receipts. Not [o exceed the GSA estahlished rates. "'See Attached Rate Sheet 7-44 l'~ 66 99 MATERIALS TESTING SEI2VICES,I'EE SCIiEDLTLE TO EX~I~IT A of the Agreement between City of Chula Vista and AMEC, Environmental & Infrastructure, Inc. 7-45 Attachment "B" MATERIALS TESTING SERVICES FEE SCHEDULE Nr~N-PREVAILING WAGE Primary TestJName Test ID Fee per Each Test Tests Performed in the Firm's Laborator Tests Performed by outside Laborator CONCRETE MATERIAL TESTING Compression Test, 6x12 cylinder ASTM C39 $18 X Compression Test, Core "(excluding sample Preparation) ASTM C42 $46 X Compression Test, Shotcrete Panel Core (3 cores per panel), per panel Concrete Mix Design or Mix Review (excluding aggregate tests) ASTM C42 $225 Scope Dependant Quote on Request X X Saw cutting of Sample $36 X MASONRY MATERIAL TESTING Compression Test, Block (8x8x16 or smaller), per 3 unit set ASTM C67 5200 X Compression Test, Mortar, 2x4 cylinder (UBC) ASTM 0140 $24 X Compression Test, Grout {UBC) U8C 21-16 $28 X Compression Test, Core $6S X Compression Test, Shear $80 X Masonry Prism, Full Size (Sx16x16), each ASTM C1314 $14S X Masonry Prism, Half Size (8x16x8), each ASTM C1314 $120 X Conformance Package (including all testing and report, 6 units) ASTM C90 $535 X AGGREGATE MATERIAL TESTING Sieve Analysis, Coarse Aggregate ASTM 0136 $70 X Sieve Analysis, Fine Aggregate Specific Gravity, Coarse Aggregate ASTM C136 ASTM C127 $86 $90 X X Specific Gravity, Fine Aggregate ASTM C128 $100 X pH & Resistivity, each $95 X ASPHALT CONCRETE MATERIAL TESTING (Stability Test-Marshall, ave. of3 unit weight&flow ASTM D1969 $23D X Asphalt Concrete Mix Design or Mix Review Scope Dependant Quote on Request X .iUnitWeightRequkingCompaction,(Marshall) ASTM D1559, T246 $280 X FULL DEPTH RECLAMATION SUBGRADES TESTING Wetting & Drying compacted soil cement mixtures (559) ASTM D669-03 $380 X Freezing and Thawing compacted soil cement mixtures (560) ASTM D560-03 $380 X Moisture Density test for Soil Cement ASTM 0558 $175 X 7-46 Primary Test/Name TestlD Fee per Each Test Tests Performed in the Firm's Laborator Tests Performed by outside Laborator Standard Test Method for Resistance R-Value and Expansion Pressure of Compacted Soils ASTM D2844-94 $220 X Standard Test Method for Unconflned Compressive Strength of Compacted Soil ASTM D5102-96 $175 X Observing Micro-Cracking operations and performing stiffness testing of the CTS materials using a Geogauge $130hr X GEOTECHNICfAL,MATERIALTESTING~,"__,,,;~ _ _ _` ~~ 4~ -~_ _ Shear Tests (single point) ASTM D3080 $85 X Consolidation Tests ASTM D2436, CT219 $475 X Moisture-Density ASTM D2216 $28 X C.B.R. Tests (including compaction test) ASTM D1883 $575- . X Lime Treated CBR ASTM D1883 $650 X R-Value (Lime Treated) ASTM D2844, CA TEST 301 $265 X -Mechanical Analyses-Sieve Test ASTM C136 $90 X Mechanical Analyses-HydrometerTest ASTM D421 ASTMD422 $170 X Sand Equivalent ASTM D2419 $90 X Plasticity Index ASTM D4319 $150 X Expansionlndex ASTM D4829 $160 X (Specific Gravity ASTM D864 $130 X 'Unconfined Compression $175 X Triaxial Test-Std. Test, undrained, unconsolidated $600 X Triaxial Tests -Effective Stress Test $600 X Remolded Samples (Preparation) ~ $60 X Corrosively Tests (sulfate, Chloride, pH, Min resistivity) $215 X LABORA'fORYTETALSERVICES MECH9NICALTESTING~ Y. _ - _ ~' Mechanical Coupler Testing (Tensile, Yield, Slippage & Sample Preparation), each $165 x Tensile Testing up to No. 11 Bar (ultimate strength only), each $65 X Tensile Testing up to No. 14 Bar (ultimate strength only), each $85 X Tensile Testing up to No. 18 Bar (ultimate strength only), each $100 X Tensile Testing (ultimate strength only), Flat Bar Reduced Section, each $86 X Tensile Testing (ultimate strength only), Round Bar Reduced Section 0.505" Diameter, each $85 X i Tensile Testing (ultimate strength only), Round Bar Reduced Section, sub-size, each $6D X ( 7-47 Primary TestJName Test ID Fee per Each Test Tests Performed in the Firm's Laborator Tests Performed by outside Laborator Tensile Testing (ultimate strength only), Yield Strength Testing (by extensometer), each $BO X Tensile Testing, Full Section Tube, each $70 X Bend Test, each $50 X Fillet Weld Break Test, each $90 X Charpy Impact: Ambient 7emperatu re, per set of 3 $60 X Charpy Impact: Ambient - 4D°F, per set of 3 $105 X Charpy Impact: Ambient - 41°F - 100°F, per set of 3 $1,2D0 X Charpy individual specimens for Transition Curve $4D0 X i Additional Charge for Reporting Percent Shear, per set Additional Charge for Reporting Mils Lateral Expansion, per set $40 $40 X X Rockwell Hardness, per set of 3 Sample Preparation (as required) _ $50 $35 X X Bearing Pad Tests Scope Dependant Quote on Request X Speaal Tests (LABORATbRYNIETAL,SERVICES MACHINING: ,<' _ -' Scope Dependant Quote on Request *.~`~~ _ _ X _ - Charpy Impact Specimens, Carbon Steel, per setof 3 $85 X Charpy Impact Specimens, Carbon Steel, Sub Size, per set of 3 ~ $95 X . Charpy Impact Specimens, Other Materials, per set of 3 $105 X Charpy Impact Specimens, Other Materials Sub-Size, per set of 3 $115 X Carbon Steel, Flat Bar Reduced Section, Each $65 X Carbon Steel, Round Bar 0.505" Diameter, each ~ $75 X Carbon Steei, Round Bar Sub -Size, each $85 X Other Materials, Fiat Bar Reduced Section, each $86 X Other Materials, Round Bar 0.505" Diameter, each $85 X Other Materials, Round Bar Sub-Size, each $95 X Macro Specimens, Carbon Steel, each $135 X Macro Specimens, Other Materials, each $165 X General Machining Charge per hour LABORATORY METAL SERVICES HIGH STRENGTH BOLT 3 aw G f y s^ /,./ F. K 34 ~Y., ~ S TESTING,:; ., iR~._.-~- _. v~h.:':,_ _ F __ ~ $110 _~ [ X ~ S ~_ N ' - _ Hardness (Bolt, Washer, Nut), each A-370 $20 X Bolt Assembly Standard Wedge, each $45 X i Bolt Proof testing, each __ $35 X 7-48 Primary Test/Name ASTNfTestln METHODS t ' ~ ' ~ ;£~~ ~ ~'` ~v, ~.'}'?s.p f ?'-c ..."::°i1~P Test ID a~~r-; ~ ~~v .~...-... n. S Fee per Each Test p~ _ ~ ~ . ~~ ~ n.`~^v.F"SS ~. ~.nA Tests Performed in the Firm's Laborator ~~ '~ .i$'i. .~~c S. dtic Tests Performed by outside Laborator t ~ " c: ". i... .au Fine Sieve Analysis with 200 wash ASTM C117 $66 X Sieve Analysis of Fine and Coarse Aggregate ASTM C136 $90 X Compressive Strength -Concrete Cylinder (set of 3) ASTM C39 $60 X Compaction Characteristics of Soil Using the Modified Proctor Method ASTM D1567 $16D X '. Maximum specific Gravity and Density of Bituminous Paving ', Mixtures ~ ASTM D2041 $155 X Extraction of Bitumen From Bituminous Paving Mixtures ASTM D2172 $220 X Sand Equivalent Value of Soils and Fine Aggregates ASTM D2419 $90 X Specific Gravity and Density of Compacted Bituminous Paving (Mixtures Consisienry Test and Wet Track Abrasion Test ASTM D2726 ASTM D3910 $25 $195 " X X Abrasion and Impact in the L.A. Machine ASTM C131 $235 X Potential Reactivity of Aggregate ASTM C289 $1,200 X Drganic Impurities in Fine Concrete Aggregates ASTM C40 $66 X Testing Drilled Concrete Cores (compression Test Only, Set of 3j ASTM C42 $90 X Flexural Strength of Concrete ASTM C78 $S6 X Soundness of Aggregates by Use of Sulfates ASTM C88 $138 X Particle -Size Analysis of Soils ASTM D422 $160 X CALTRANS TESTING METHODS Sieve Analysis of Fine and Coarse Aggregate CA TEST 202 $90 X Relative Compaction of Untreated and Treated Soils and (Aggregates Sand Equivalent CA TEST 216 CA TEST 217 $125 $90 X X Moisture Content in soils by oven drying CA TEST 226 $20 X "R" Value of soils by Stabilometer CA TEST 301 $220 X (Preparation of Bituminous Mixtures for Testing (built into Hourly Rate) CA TEST 3D4 $165 X Moisture Vapor Susceptibility of Bituminous Mixtures CA TEST 307 $240 X Specific Gravity and Weight of Compressed Bituminous Mixtures CA TEST 308 $60 X Design an estmg o ass A ement reate ase omp ete CTB Design, including laboratory conformance testing of aggregates) CA TEST 31Z $850 X Stabilometer Value of Bituminous Mixtures CA TEST 366 $40 X Recommending Optimum Bitumens Content (OBC) CA TEST 367 $500 X In-Place Density and Relative Compaction of Asphalt Concrete Pavement (Built into Hourly Rate) CA TEST 375 $65/hr X 7-49 Primary Test/Name Test ID Fee per Each Test Tests Performed in the Firm's Laborator Tests Performed by outside Laborator I Asphalt Content of Bituminous Mixtures CA TEST 379 $180 X 1 Compressive Strength of Molded Concrete Cylinders Mixing, Storing, and Handling Concrete Compressive Strength ,Specimens in the Field (built into Hourly Ratej CA TEST 521 GAYEST 540 $20 No Extra Charge X X Percent of Crushed Particles CA TEST 205 $145 X Abrasion of Coarse (500 revolutions Aggregate - L.A. Rattler (1,000 Revolutions) CA TEST 211 $235 X Organic Impurities in Concrete Sand CA TEST 213 $66 X +Soundness of Aggregates by Use of Sodium Sulfate CA TEST 214 $138 X 1 Evaluation Cleanness of Coarse Aggregates CA TEST 227 $85 X est for Durability Index CA TEST 229 $130 X Determination of Moisture in Soils, minerals Aggregates and Bituminous Mixtures by Xylene Reflux Distillation CA TEST 311 $1,200 _ X STORNI'.V+/ATER „ ,- - ~~ . t ~ ..~~ .. _ , .- .. .. A _,t , .,_ ;._~ .-~, - ..,~ - ., o_. _ EnviroMatrix {San Diego) otal Dissolved Solids (TDS) SM 2540 C $25 X Specific Conductivity (SM2810BE- equivalent Method) $25 X Oil and Grease 1664 HEM $70 X I PH SM 46DOH +8/9045 $26 X Clarkson Labs (Chula Vista) otal Dissolved Solids (TDS) SM 2540 C ~ $79* X Specific Conductivity 120.1 $75* X -I Oil and Grease PH 1664 HfM SM 4500H +8/9045 $75* $76* X X *$SO each for 2 or more samples at one time. 7-50 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 CIT7,t" C(~i TA4.TCTL_ t' Googins Attorney Dated: /~~ AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND CONSTRUCTION TESTING AND ENGINEERING, INC. TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIALS TESTING AND SPECIAL INSPECTION CONSULTING SERVICES 7-51 Agreement between City of Chula Vista and Construction Testing and Engineering, Inc. to provide an On-Call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services This agreement (Agreement), dated Sat. 2~ 2013 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A to this Agreement (Exhibit A), Paragraph 1, is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose name, business form, place of business and telephone numbers aze indicated on Exhibit A, Pazagraphs 4 through 6, (Consultant), and is made with reference to the following facts: RECITALS WHEREAS, the City has a Capital Improvement Program ("CIP") for various Projects within the Ciry; and WHEREAS, the City has the need for the on-call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services during said CIP Projects design and construction phases ;and WHEREAS, a Request for Proposal ("RFP") was issued on August 15, 2012 with a due date of September O5, 2012; and •'VEREAS, on said date, the Ciry of Chula Vista received nine (9) proposals from firms interested in providing said consultant services for the City; and WHEREAS, after the City Selection Committee completed their review of the proposals for all nine firms, they selected Construction Testing and Engineering, Inc., as one of the four Consultants to provide the services necessary; and WHEREAS, Construction Testing and Engineering, Inc., as an on-call consultant, prior to commencing work on a particulaz CIP Project ("Project") on which the City desires, shall be issued a task order; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time fraznes and the terms and conditions of tlvs Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page l T vo Pam Agreement betn~een Cia ojCLrdo I'irra and CTE ro provide au on-cal! Georedmicol, Srornr 1 {'aver iloniroring, AJareriah Testing d Speciallnspection Cwrtulting Semicrs Q:\Encinecrine\GcolecA Cansulun(?013 ConsulmntsNgeeements~C7E Apeecment Final.doc /% , 7 -5 2 ~ ('fX/ OBLIGATORY PROVISIONS PAGES NOW, THEREFORE, for valuable consideration the City and Consultant do hereby tnutually agree as follows: All of the Recitals above aze 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. Scoue of Work and Schedule. In performing 'and delivering the Genera] 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 ila Scope of l~'ork. 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 sepazate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed 3. Standazd 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 similaz conditions and in similar locations. a. No I3'aiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standazds, and liability for damages Page 2 Txo 1'arrv.le eemenl benreen Ctrv aJChula t'tsia and CTE ro ptrotdAe on an<al(GeorechnicaL Srornr it'arer hfoniroring. A9aretia(r Testing 6 Special Gupection ConsuGing Sernicet Q9EininscrinelCeom:h ConsulunG'013 ConsulIDnts4~grecmensslCTH Agrtement FinnLdoc 7-53' caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors. $. 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. 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, ordinazices, and policies, whether federal, state, or local, affecting Project impletnentation. In addition, if a subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, the Consultant shall ensure that the subcontractor carries out the Consultant's responsibilities as set forth in tlis Agreement. C. Insurance General. Consultant must procure and maintain, during the period of performance of this Agreement, and for twelve months after completion, policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees or subcontractors, and provide docwnentation 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. l~i~C. 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. Page 3 l./ Rea Parrv.d~reemenr 6enceen Cim of Chula Pinta mrACTE m provide an on-call Geotedmiml, Storm a'aier hfonirorina, dlateriaG Testing d UX Special fntpection Conau(ting Sen~ices Q:~Enginemne~Gemecb Consulum:?013 Consuhnnts:A~neemcvu~CTE ACmnncnl FinaLdoc 7-54 3. Minimum Litnits of Insurance. Consultant must maintain limits no less than those included in the table below: i. General Liability: $1,000,000 per occurrence forbodily injury, persona] injury, (Including (including death), and property damage. If Commercial General operations. Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply sepazately to this completed Project location or the general aggregate limit must be twice the operafions, as required occurrence limit. a licable) ii. Automobile $1,000,000 per accident for bodily injury, including death, azrd Liability: property damage. iii. Workers' Statutory Compensation $1,000,000 each accident Employer's $1,000,000 disease-policy limit Liability: $1,000.000 disease-each em loyee iv. Professional $1,000,000 each occurrence . Liability or Errors $; Omissions Liabili 4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guazantee satisfactory to the City guazanteeing "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 aze 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 bon•owed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations perfonned by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. T•he general liability additional insured coverage must be provided in the fonn of an endorsement to the Consultant's insurance using ISO CG ?010 (I1/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. Page 4 Tn'o Pam~:lgreemenr benreen Cin~ of Cbu1o Vism and CTE ro proride mr orr-call Geotecbnical, Slorxn ll'aler Afanironng, Afarerials Tufing S SpeciallnspecHOn Cansufrin~ Services Q:~.Engineennq~Gcomdr Consulwntl?013 Comuftanu'Apreements\CLE Aprecmenl Firul.dac 7-55 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 sepazate from the insurance of the Consultant and in no way relieves the Consultant from its responsibility to provide insurance. c. Cancellation. The insurance policies required by this Agreement shall not be canceled by either party, except after thirty days' prior written notice to the City by certified mail, retain 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 Civil Code. e. i3~aiver of Subr•ogatiorr. 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 aze written on a claims-made form: a. Reno Date. The "Retro Date" must be showm, and must be before the date of the Agreement or the beginning of the work required by the Agreement. b. Mainter:ance and Evidence. Insurance must be maintained and evidence of insurance must be provided for at least five yeazs 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 o£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. Page ~ T~so Pam' Agreemen( benneen Citr of Cluda Vista and CTE ro prmide an antalf Geo(eclmicat S(orm I('a(er hloniroriag. T fateriaLc Tesring & Special bspection Cwrsufring Semites n Q9Engineering ~Gcoiech Cortsulunt2013 Comulmnts~A}RecmuntslCrE A~eemwt Final.doc C'/J/ 7-56 8. Verification of Coveraee. Consultant shall famish 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 or policies conform to the requirements of this Agreement. All certificates and endorsements aze 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 golicies, including endorsements e~ridencing the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or famish separate certificates and endorsements for each subconsultant. All coverage for subconsultants is subject to al] of the requirements included in these specifications. 10. Not a Limitation of Other Oblieations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. D. Security for Performance 'performance Bond. in the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the pazenthetical space immediately preceding the subpazagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond, in the amount indicated at Exhibit A, Pazagraph 18, in the form prescribed by the City and by such sureties which aze authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, h~•/irrnttiv.fms.treas.eov/e570, 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 mazk in the pazenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at its unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount safisfactory 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 Pazagraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit Page 6 Te•o Parm.fgree+nenr benreea Cifr ofCfnJa Vista mrd CTE to prm•tde an orrco!! Georechnical, Srona i1'aterhfouiloring Alateriatr Tettin; & Special /nspeciiorr ConnJting Sen~ices Qi Eneimm~np~Geolcdr Censeltant`?013 Consoitanrs\4grcemm~a~CTE Aye emem Firul.dac 7-57 (indicated by a check mazk in the parenthetical space immediately preceding the subpazagraph 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. E. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation- City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule, and to provide direction and guidance to achieve the objectives of this Agreement. The City shall- ailow Consultant access to its office facilities, files and records, as deemed necessazy and appropriate by the City, throughout the term of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B- Compensation. Followine Receipt of Billine. Upon receipt of a properly prepared bill from Consultant, submitted to the City as indicated in Exlvbit A, Paragraph 17, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Pazagraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Pazagraph 10, adjacent to the governing compensation relationship indicated by a "checkmazk" next to the appropriate arrangement, subject to the requirements for retention set forth 'in Pazagraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Pazagraph 1 L 2. ~~rortine 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 chazges 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, Pazagraph 17(C) to be chazged upon malting such payment. 3. Exclusions. In determining the amount of the compensation City will exclude any cost: 1) incuaed 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 Page 7 flro ParTV AyzeemeN Genr~een Cir,~ afCludo Pista and Cffi to pro*ide do on-call Gea~ecLnicvl. Slornr li'afer hfonimrin„ Maferia& Tesfurg & Specivllnspectian Consulting Sen~ices Q:~Enginccrinp~Gromch Cortulmntl?013 Cantulmnts~Ayneemrnts~CTE Agreemcvt Fivai.dve 7-58 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 Ciry for any additional expenses incurred by the City. Nothing in this pazagaph is intended to limit City's rights under other provisions of this Agreement. 4. Payment Not Fina] 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 c]oseout will not alter the CorYsultant's responsibility to return any funds due City as a result of later refunds, corrections, or other similar transactions; nor will Project closeout alter the right of City to disallow costs and recover funds provided for the Project on the basis of a later audit or other review. a. Consultant's Obligation to Pn~'. 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 Exlribit A, Pazagraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes of the Political Refonn Act conflict of interest and disclosure provisions, and shall report economic interests to the Ciry Clerk on the required Statement of Economic Interests in such reporting categories as aze specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 2. No Participation in Decision. Regardless of whether 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 alt FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultaz~t's economic interests, as the term is used Page 8 Twa Porm:lgreement 6enreen City oJCfuJa Vum and CTE ro proride an ontall Geotecknicaf. S1orn, e'a/er Afw+imring, Alateriols Testing d ` Special Inspea(ian Conn+fting Sen•icu \UX/ Q:~EneinrerinS'~Geoimh Co+ssul4inC'_073 Cortuhonu`Arreemena•~CTL Aemcmem Fiwl.doc 7-59 in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this Agreement. 4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further wan-ants 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. Dutv to Advise of Conflictin¢ Interests. Regazdless 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 Asainst 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 maybe 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, Pazagragh 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 permission of City. d. Consultant may not conduct or so]icit any business for any party to this Agreement, or far any third party that may be in conflict with Consultant's responsibilities under this Agreement; except with the written permission of Ciry. N. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 13. Page 9 Ara Parrn:Igrcernent benreen Cin• oJOndo Yisro and CTE ro prroridc an on-call Geoteelmica( Storm IYmer.dJOniroring, Afare+ic& resting d f / Special Inspection Co+uulting Services ~®/ Q:`,Ensinecrine~Geomch Co+ssulmnl'SOI3 Consuluna~Agn:emcna`.(n Aerecmenl Final.doc 7-60 1. Estimatine Damages. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. 2. Amount of Penalty. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each 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, Pazagraph 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 Gad, 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 evens Consultant claims the existence of such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in writing of that fact within ten calendaz 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 Reouirement. 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 arishng out of or incident to any alleged acts, omissions, negligence, or vrillful 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 Consultant, its employees, agents or officers, or any Hurd party. 2. Design Professional Services. If Consultant provides design professional services, as defined by California Civil Code section 2782.5, as maybe amended from time to time, Page 10 Tina Pam dgrnement ben~een Cirv afC7uda l ism and CTL m prm~ide an wt-call GeoiecGnical. Sarni ITaler Monilann~. Afalerials Tetling d / Special lnspenion CortsutrinS Sen~ices /v(X\'/ Q~~Eoginccring~Gcamch Cousuhanl ?013 Cansnlmnts~AEneemcn[s~ClE Aynrremem Final.doc !-6~ 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 performance of Consultant's ser«ces. Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the sole negligence, active negligence or willful misconduct of the City, its agents, officers or employees. This section in noway alters, affects or modifies the Consultant's obligations and duties under this Agreement. Costs of Defense and Awazd. 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 outer 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 A1. Consultant shall pay and satisfy any judgment, awazd 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 declazation by the Consultant. 6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the indemnity and defense provisions set forth in Article V. Survival. Consultant's obligations under Article V shall survive the termination of this Agreement. ARTICLE VI. TERMINATION OF AGREEMENT A. Terntinatlon 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 temtinate 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 temtination. 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 Page 11 T+ro Pmyv,9greemenf 6en+•een Cirv of CGn/a Pista anACTL to provide an on-cal/ GeotecGnical. Stomr Ii'aler d~lanitoring. Afinenalr Testing & Special /nspection Cansnlting Senicer eaEngineerin;'~GeomcM1 ConsulmniQ0I3 Co~¢uunnls'Ataecmems+C'rE Agrecmem Final.doc ~-62 less any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of 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 ternnation 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 azid 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, azid 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 dvs Agreement. ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT A. Project Complefion. 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 applicable. B. Audit of Consultants. Consultant agrees to perform financial azid compliance audits the City may require. The Consultant also agrees to obtain any offier 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, azid either forwards the final payment or acknowledges that the Consultant has remitted the proper refund. The Consultant agrees drat Project closeout by City does not Page l2 ) Tu~o Parrv.9greentem benreen Cim ojCLufa Nrstn mid CTE ro p+~m~ide an nn-calf Georechnical, Smnn it rater d~fouironng, Almeriafss Tesri»g S ~g,',/ Special LupeRim~ Consnlring Semieu Q:~Enginecnn5'~GeoieeL Consulmni~1013 Co~ulmnu.4geeemen~s'~CFE A~m:emeni FinaLdoc 7-63 invalidate any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification from City ARTICLE IX. MISCELLANEOUS PROVISIONS A. Assignabilit)~. The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall nottransfer any interest in the same (whether by assignment or notation), without prior written consent of City. 1. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Pazagraph 16 to the subconsultants identified as "Permitted subconsultants." B. Ownership, Publication, Reproduclaon 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 [Iris 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 aze, for all purposes under this Agreement, independent contractors and shall not be deemed to be employees of City, and none of them shall be entitled to any benefits to which City employees 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 azid shall hold the City harmless with regazd to them. 1. Actions on Behalf of Ci .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 it's agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, Page 13 Tu~o Partv.lg~eenienr ben.een Cim ofClndo I'um and C7E to praride an on-toll GeaecLnical, Starnr Il'ater blonirorine, ~tfarertals resting & p / Special lnspec(ion Consulting Sen•ices UX/ Qi~Engineering;Geotech Cansultmi?013 [onsulunutA~ements+CTE Agreement Fin~l.doc 7-64 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.i4 of the Chula Vista Municipal Code, as same may from time to tune be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. E. 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 administration of this Agreement. F. Term. T7vs Agreement shall terminate when the parties have complied with all executory pro~~sions 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 dollaz amounts of all contracts and subcontracts relating to the prepazation of the report or document. I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A; Pazagraph 15 is mazked, 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 Consultant, nor its principals are licensed real estate brokers or salespersons. Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be 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. IC. Integration. This Agreement, together with any other written document referred to or contemplated in it, embody the entire Agreement and understanding between the parties Page 14 fir'o Parm:hreemere 6enceen City of Giulo Yir1n mrd CIE to proride mi on-toll Geoledmical 51onn B'ater hlanirorino. Alamrids Testing & ~ / Special /nspeetion Corc~uhing Sen'ices (\1!'~ Q:\Engineeriug~Geolech ComuhanfSO(? Consollanls'~Apecmen6KTE Agmement FinnLdoc 7-65 relating to the subject matter hereof. I~Teither this Agreement nor any provision of it maybe 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 Agreement. M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance under it, shall be the City of Chula Vista. {End of page. Next page is signature page.) Page I5~ firo Parn~.4greement benreen Ciro of C(uda Yirta and CTE ro provide an on-call Geatechnica(. Starm {I'n(er 1lwritoring, dfaterials Telling d Special Lrspeciron Cmrsu/6ng Sen•ires QAfsgineeringlGemecL Corssullam~2013 Consulwnt~V+erenmcnls~CTE Agrccmcm Final.doc 7-66 Signature Page to Agreement behveen City of Chula Vista and Construction Testing and Engineering, Inc. To provide an On-Call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services 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: Attest: Donna Norris, City Clerk Approved as to form: Glen R. Googins, City Attorney Dated: City of Chula Vista- By: Cheryb Cox, Mayor Construction Testing and Engine it g, Inc. By: Thomas Gaeto, P.E. President By: Exhibit List to Agreement (X) Exhibit A Pale 16 ~:/ Tivo Parn~ Aerecnren(bencecn Cim ofChulo 1$ta w+d CTE ro provide an on<afl GeaedmimL Smrm il'mer hlanimdng, A/alenaLs Testing & C/J~ Speciol Inrpectian Cansrdring Sen•icu Q9Evgineeing~Gcotech Conculmnf'_OI3 Consulmn¢1Aerorrocna~CTa Mrrmcnl Final.doc 7-67 ~X~II~I'T A to Agreement behveen City of Chula Vista and Construction Testing and Engineering, Inc. to provide On-call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page 1 of the Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California OThe Chula Vista Public Financing Authority, a OThe Chula Vista Industrial Development Authority, a ()Other: (city) 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Construction Testing and Engineering, Inc. 1441 Montiel Road, Suite # 115 Escondido, CA 92026 5. Business Farm of Consultant: ()Sole Proprietorship ( )Partnership (X) Corporation a [insert business form] Page 17 Rro Pam• dgreemenr ben+•een City afClurla Yisra and CT6ro prm~ide an on-call GeorecGnical. Srorm {{'arer Afonrroring, dlmeriak Testing S Special lnspeptmr Consulting Services Q:•.Fsspime+ing~Gmieeh Canmlwnt~?013 Cansvlwnts ~4~+eemenus~CTH AyRCemem FlnaLtloc 7-68 6. Place of Business. Telephone and Fat Number of Consultant: 144] A4ontiel Road, Suite # 1 ] ~ ]rscondido. CA 92026 Phone No.: (7601746-49» Pax No.: (760} 7-16-9S06 7. Genet'al Duties: Consultant shall prof/ide Geotechnical. Stornt ~\(ater Ntonitoring, 1\+laterials Testimx and Special Inspection Consuhing Sen-iees for Various Capital Improvement Program (`'CIP") Projects during said Projects' design mid construction phases. These CIP projects may be funded with local, state. and ti'deral monies. The consultant shall nroeide A. Materials testing laboratory facilities staffed with personnel qualified to perform sampling and testing of Portland cement concrete. suits. treated soils. crushed aggregate base. and bituminous materials. as required. The materials testing laboratory must have a documented Quality Assurance Program ("QAP") in conformance with Ciq+ of Chula Vista Quality Assurance Program 200). The Consaltant must provide a copy of the QAP on a yearly basis. B. Geoteclmieal/soil engineering services for City-Banded projects during earthwork construction operations. including geotechnieallsoils etr~ineering observations during site preparation for placement of fill and construction ol'sub-drainage systems. The Consultant may be required to make recommendations regarding the removal of unsuitable materials for tills and methods of compaction based upon previous soils/ geoteclu7ical investigations and upon the Consultant's own observations. The number and scope of such projects will vmy from year-ro-year. C Personnel that m'e experienced in the testing oi' materials used in the constn/ction of public works facilities and familiar with the San Diego Area Regional Standard Drawings. the Green Book. California Building Code and the City of Chula Vista codes. procedtues. and regulations are required to satisfy the requirements of the Consultant contact. The City shall have the right to make a determination as to the qualifications of individual persotutel and shall have the right to require substitution of non-qualified individuals with qualified personnel at any time. Personal assigned to the City of Chula Vista projects shall obtain approval from the City on an atmual basis. The Consultant's QAP mast include procedures and policies in which persontel mz certified to perform the materials testing and sampling requested by the City. D. Geotechnical, Stonm Water Monitoring. Materials Testing and Special Inspection Consulting Services in response to the C'ity's request nt the time and locations as Parte 1 S Tr~'n f'um~:Igrrvni. nr Ftnrr~•u (gin' of C"hrJ.r 1 ya'ra nnr(CTE ur pruviAe nn nrrK'nIf Gcnrrlnu<xll. .S)nrm II'<uer .IGuurnrurg. .1/<genrrb' R.rrir;;; +@ J'laend Lugr, crion ("uruldrine C; rrieee f,P. Eu~inarmP~feoleuL C'o~~adhnf^OD Consimnis A_rcemenl5 CTC nemenrc~n FinnlA:e 7-69 determined by the City Engineer. The City shall make request(s) for services with 24 hours notice. E. A documented internal laboratory QAP for all required laboratory analyses and procedures. All reference standards and equipment calibrations shall be traceable to the National Institute of Standazds and Technology. F. Detailed report of samples. collected for the Project. Reports should contain specific information (i.e., laboratory address & name, date of receipt of sample, specific identifier (e.g. log #) for each sample, test times, results, and method of disposal). G. Certified copies of calibration and maintenance records on an annual basis or upon City's. request for all instruments and devices to be utilized in field and laboratory analyses in accordance with the Consultant's QAP. ` H. The Consultant shall mauitain copies of all records related to field and laboratory testing performed under the contract, including original data, reports, and records of field and laboratory analyses for a minimum of five years from the date of the sample, measurement, report, etc. Tlus period may be extended during the course of any unresolved litigation or when requested by the City of Chula Vista I. Billing forms and procedures used shall be acceptable to the City and shall include all test results reports billed during that period. 8. Scope of Work and Schedule: A. Detailed Scope of Work: Material Testine The Consultant shall perform the required material testing, soils, sampling and inspection in accordance with test methods and standards established by the American Society for Testing and Materials (ASTM), the State of California Department of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Atnendments, the City of Chula Vista Standard Special Provisions, the San Diego Area Regional Standard Drawings, the Ciry of Chula Vista Design and Construction Standards, the Environmental Protection Agency (EPA) and Chapter 17 of the current California Building Code as specified by the City Engineer. Subject to the provisions of Section 10 below; the work shall be paid for on persomel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. Page 19 Two Part}~ dgreen,errt behreen City oJClnJa 1'isla and CTE to provide mr o+ncaf! Geo(ecknimC Storm 41'ater M1fonfloring, Materials Testing & Special Inspection Consu6ir,g Services Q?Lnginsring\Gcomch ConsulmntC013 ConsulmnlsNgeemems\CTL Aerwlnem rin$doc 7-70 II. Geoteclmical Enaneerina Consultant shall provide Geotechnical Engineering senrices for City projects during earthwork construction operafions that the City Engineer determines aze necessary to meet finished grades shown on the plans and cross sections. Consultant shall provide Geotecluucal Engineering observation during site preparation for placement of fill and construction of sub-drainage systems. Consultant shall make recommendations regazding the removal of unsuitable materials for fills and methods of compaction based upon previous geotechtrical investigations and Consultant's own observations. For tests results that failed, Consultaru shall provide analysis of the failure and a recommendation of possible solutions in a signed &stamped report to the City. On tests that passed, Consultant shall state so in the signed and stamped report prodded to the City. Said reports shall include the appropriate specifications next to the test results. Consultant's services will be on an as-needed basis. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. III. Storm Water testine Consultant shall provide as-needed storm water sampling azid testing at project locations identified by City staff at least 24 hours prior to the required sampling. Consultant shall dispatch a qualified personnel technician to the project site within two hours of the start of a rain event. Sampling and testing shall be conducted during daylight hours and under safe conditions only. This may include weekends and public holidays. Samples of project site runoff shall be taken in accordance with approved protocols and requirements of the NPDES Construction General Permit. Samples shall be taken to a laboratory certified by the California Department of Health Services' Environmental Laboratory Accreditation Program (FLAP) and tested for constituents identified by the City as potential pollutants in the discharge, in accordance with standazds and approved protocols, including chain of custody and quality assurance/quality control requirements. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attaclunent "A"; Schedule of Fees-Hourly Rates azid unit price per test basis, which shall include al] costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. Page 20 R~~o Parn•Agreement beneeen Cin~ afCLulo Vista anACTEm pr~oi~ide an antafl GeotecLnteaf. Smnn Rorer hfonitanng, h7aterials Tesrmg d Special Lapection CavuLing Bemires QaEn~inccringiGcomch Consu7LmCv'9t3 Consulunu:4prccmenu+CTE A~ecmcnt FiruLdoc 7-7I IV. Buildin¢ Special Inspection Consultant shall perform the required building special inspection services as directed by the City in accordance with test methods and standazds established by the American Society for Testing and Materials (ASTM), the State of California Department of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standard Special Provisions, the San Diego Area Regional Standazd Drawings, the City of Chula Vista Design and Construction Standazds, the Environmental Protection Agency (EPA) and Chapter 17 of the current California Building Code as specified by the City Engineer. Subject to the provisions of Section 10 below, the work shall be paid for on personnel hourly rates as listed in Attaclunent "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specunens and test cylinders, as listed in Attaclunent "B"; Materials Testing Services Fee Schedule for each City Project. V. Accountine and Billine Consultant shall provide separate bill for each City Project identified. Every bill will list all work performed on project. Bill shall show total amount billed to date for project, payment received and amount due. All work elements shall be itemized, i.e. tests performed, personnel chazges/hours, equipment costs, etc. All re-test shall be identified and explained on the bill. City shall be billed within four (4) weeks of work performed. Consultant shall only be paid for work done at the request of the City. If additional work is requested by others, Consultant shall obtain written authorization from the City. hr addition, the Consultant shall include on respective bill the following documentation for said additional work: 1) who requested the work, 2) tivho approved the work, 3) date of work, 4) who performed the work, 5) time in and out and 6) total of exact hours worked. The Consultant shall forfeit and will not receive payment for work performed and billed to City more than sixty (60) calendaz days after performance of work. VI. Personnel Dan Math, G.E. shall serve as Project Manger and single point of contact for the City. The City shall reserve the right of refusing personnel assigned to a project by the Consultant. VII. Reoorts Consultant shall provide City with written reports on test results within 3 working days afet completion of test results. Tests are to be e-mailed to City staff who have requested the services or faxed to FAX number provided by such staff as final test results are available. Page 21 7u~o Pomp dgreement Geneeen Citr afQnda Vista and CTE to provide an on-call Ceolecfinical, Storm lI'arer DJonitoring, AAaterials Testing & Spec1a71nspection CwrsWtinS Services Q:1Euginecring\GcolecL Consullon0?013 Consullants,A__ISemenu`•CTG Ayereemenl Fincf.doc /~72 VIII. Conflict of Interest Consultant shall not retain clients who are doing work under permits or contractual agreement with the City of Chula Vista unless otherwise approved in writing by the City Engineer. D:. Work not listed in schedule If an occasion arise whereby the City requests work to be done which is not listed in this schedule, the price of providing this work shall be negotiated in good faith between the City and Consultant. The negotiated price(s) shall not exceed the Schedule of charges labeled as Attaclvnent "A"; Schedule of Fees-Hourly Rates and Attaclunent "B"; Materials Testing Services Fee Schedule attached to this agreement between the City and Consultant. B. Date for Commencetnent of Consultant Services: (X) Same as Effective Date of Agreement ()Other: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No. I Deliverable No. 2: Deliverable No. 3: D. Date for completion of all Consultant services This agreement will be valid through January 08. 2016. It is anticipated that the type of services required will remain constant, but the frequency and/or amount will vary from year to year. City has the option to extend this agreement for up to two additional years. Said extension shall be mutual agreement between the City and Consultant without going through the City's Consultant selection process as outlined in the City's Municipal Code. The City Contract administrator shall give notice of election to extend this agreement by sending notice letter to Consultant not later than two months prior to expiration of the term. 9. Materials Required to be Supplied by City to Consultant: None Page 22 T}vo Parry dgreemaw benreen Cin• ofCl+ula Pism and CTJ> to prm•ide m~ on-call GeofecGnica(. Smrsn ff titer ~19onBonn„ A7arerials Twine d Speeia!lnspeetion Consulting Scrnieea Q:1En6ineering~GcateeL Consultanr3013 ConSUhan~sl4ereemen~s~CTE Atgcemcnt Fiwl.doe 7-73 10. Compensation: A. ()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: , payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee O 1. Interim Monthly Advances. The City shall make interim montlily advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full zetention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. ()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 arith each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 3. Fee for Said Phase Page 23 T++'o Pm'ro.A~reenunr bem~een Ciry` ojGmla I'ism and CTE to provide an on-ca!! GeorechnicaL Srwxn II'mer Alaniroring, hJareriais Tesrin~ S Special Gupeariort Cauuhing Services Q:18ngineerinc`~Gcolech CantuilanlQ0i3 Consultantsl4grccmcnu`LTL~ere 7 ~t FiiuLdoc /1 O 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder slra7l be considered as interest free loans that must be resumed to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Pazagraplr 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 basis of payment. C. (X)Hourly 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 Attachment "A"; Schedule of Fees-Hourly Rates and Attachment "B"; Materials Testing Services Fee Schedule attached herein and 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 S > including all Materials, and other "reimbursables" (Maximum Compensation). (2) (X) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time azid materials equal to $750,000 (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Attachment "A" for Personnel Fees-Hourly Rates and Attachment "B"; for Materials Testing Services Fee Schedule ( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay in pro riding services is caused by City. Page 24 Tirv Pmn~.9„reernenr ben+~eea Lire of Clrtdv I~isrv and CtE tv pro+~irfe an on-mf1 GeorecLnicat. Storm Iltrter Aivniroring, ilfarerials Testing @ Special lnspectivn Corvutang Services Qi+Enginecring~GeatecL CorsulunfR°73 CDRiUIt11115`ALTS mena~CTE AyRCenmm Final.doc 7-75 ] I .Materials Reimbursement Arrangement For the cost of out of pocl:et expenses incurred by Consultant in the performance of services herein required. City shall pay Consultant at the rates or amounts set forth below: (\)None, the compensation includes all costs. ( ) Reports, not to exceed $ O Copies, not to exceed $ (j Travel, not to exceed $ O Printing, not to exceed $ O Postage, not to exceed $ { ), Delivery, not to exceed $ O Uutside Se7~rices: O Other Actual Identifiable Direct Costs: , nut to exceed $ . nut to exceed $ 13. Contract ,administrators: City: Boushra Salem, P.E. Senior Civil Engineer, Public Works Engineerim~r 476 Fourth .4ve. Building 200 Chula Vista, CA 91910 Telephone No.: (619) 691-040 Fax No.: (619) 691->171 Consultant: Dan 1\rlath. G.E. CTE Construction Testing R En~_ineering Inc. 1-1=41 A4ontiel Road. Suite 11> Escondido, CA 92026 Telephone No.: {760} 746-~49G6 Pax No.: (7G0174G-9506 13. Liquidated Damages Rate: ( ) $ per day. ( j Other: Cost or Rate x x $ $ x 1.4. Statement of Economic hmterests, Consultant Reporting Categories. per Cbntlict of Interest Code (Chula Vista Municipal Code chapter 2.021: Page 2~ T ro {•rrpn~.{;rcenmru Irrnr. en C ur u1'Chrdu 11qu and C TE rn prrsfdr <w <mwll Geon¢•hulcnl„Qorrn II ium .Ilonlrtrrrgyc 1/mrriah Ti~,cmrg d' .5/x'cinl lnspxrion Consultmg.$cn~icrs J1 Q. Enyiumriny-0rolech Cnn>n{Innl:nli l'ousrdrmn.:A~_r<ern<nc:.CTE Aran iflnal JOC 7-76 {[)Not Applicable. Not mt FPPC Filer. ( )FPPC Filer ( )Category No. l .Investments. sources of income and business interests. ( ) Category No. 2. Interests in real property. ( )Category No. 3. invesunents. business positions. interests in real property. and sources of income subject to the regulatory, permit or licensing authority of the department administering this Agreement. ( )Category No. ~. Investments and business positions in business entities and sources of income that engage in land development. construction or tfie"acquisition or sale of real propergr. ( )Category No. ~. Investments and business positions in business entities and sources of income that. within the past two years, have contracted with the City of Chula Vista or the City's Redevelopment Agency to provide services. supplies, materials, machine[}' or equipment. ( )Category No. 6. Investments and business positions in business entities and sources of income that, within the past two years. have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ( )List Consultant Associates interests in real property within 2 radial miles of Project Property. if any: 1 ~. ( )Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsulhurts: None 17. Bill Processing: PaITe 26 firn Pnrty dere¢vra•ur L+. nrtru (in' o% l Lulu 1'ia~ru mra (-TE In yrorido m+ un-<<rll <,;rW¢ilori:u/. Sturm ITNCr.1 /mnlonn,:. .1/<ncrinls T.~arin$ d' Spr~ia! lrrspmion lTm.xulliug S:nmic's li: En_incering 1 iuaecL Cnn.u0pn1-;n l? (unsapamx A_rcmnanrl-TE ,c eenmm f;innl Joc 7-77 A. Consultant's Billing to be submitted for the following period of time: {\)Monthly ( )Quarterly ( )Other: , B. Da}~ of the Period for submission of Consultant's Billing: ( ) Pirst of the Mouth O 15th Day of each Month (X) End of the Arlonth OOther: C. Cih~'s Account Number: I S. Security- for Performance ( )Performance Bond, ~ ( ) Letter of Credit, $ ( )Other Security: Type: Amount: (3:)Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner. the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount' until the City determines that the Retention Release Event~lisred below. has occurred: (~1 Retention Percentace: 10 °/> ( )Retention Amount: R Retention Release Event: ( _) Completion of All Consultant Services (Y) Other: Completion of all Consultant Services for each Ciri Project ( )Other. The Retention Amount may be released on a monthly basis provided that Consultant has performed said monthly services ro the sole satisfaction oY the Assistant City Manager/Director of Development Services or his designee. Attachment List to Exhibit A (\) Atrnchment "A" (X) Attachment "B" aue ~~ P_ T rn Fns n'.~greruum A: nrrvn Ciry~ nl C'Irrdu I'nsra m¢! C7E ro pnn-rdr an un-ezd(Geur.~tlnuenl. Srornr Ira0.a~ ,Uautrmny..lleu.•riuL. rtvrw;; X~. Spena(hl-rp: dims Cnrtvrdlim, $tn'ice'a' ~}.rnpimering'~rieoledi Cu~~.~rdi, nICOR Cnn<uhanis Agreonrnl CFE Aeiremcnl Fiua Lduc 7-78 1-'i H ~~~11~~~ ~G~'9 PERSONNEL HOURLY RATES F'EE SCHEDULE T® EXHIBIT A of the Agreement between City of Chula Vista and Construction Testing and Engineering, Inc. 7-79 ATTACHMENT "A" PERSONNEL HOURLY RATES FEE SCHEDULE (NON - PREVAILING PJe`,GE RATES] ENG4VEERS GEZILOGISTS ANII SCIENTISTS PERSONNEL ' Iiourl ~ Rate Princi al En ' eer/Geolo 'st/En~ironmental Scitntisi SenoorEn ineer/GeoloeisUEnvironmentalScientisr 5720.00 i $110.00 Pro'ecl En ' eeslGeolot>;su'6uvironn~ental Scientist ! $100.00 --- ScniorStaffEn ' eer/Geolo 'st/Environmental5cientis[ '~a~ Staff Ensaneex/Geolo 'st/Environmen[a] Scientist ~0_DO List any Others •~ ';TECHNICAL''AND'SUPPORT-PERSONNEL, - Ilom•ly Rate S ecial iteeistered ]n eetor ! $46.00 Certified Weldin ectorlUT ins for t $50D0 Soils Technician - - 546.00 Materials Technician Storm Water Sa lins and Ttstina Technician Lorin Technician • Concrete, A halt pne. Core ui men[ and Truck Word Processor j $46.00 ~ D. ! $9 .00 ~' Drafrs erson'C.9DD ' ~0'~ List an Others ~ I OTHER-CHARGLf SlMlscellanidus ' ~ . _. .... 1Honrly Rate't- OveRime & Sa'turda Rate I 1.5 x rate Travel I NIC ui ment&Materials E List anY Others I I l: GENERAL CONDITIONS: CTE requests at least 24 hours notice of any needed testing and/or inspections. 2. Inspectors 8 technicians are charged at site time rounded up to the next hour, plus one hour "no four-hour & eight-hour minimums". 3. Same day cancellations or show up time situations will be subject to the two-hour minimum charge. a. All rates are based on NON-Prevailing Wage. Re-Inspection, CTE maintains a list of failed tests and/or inspections, and will re-test and/or re-inspect, as required, after each deficiency has been corrected. Such re-testing and re-inspection can also be identified on our invoices to alert the District and allow easier tracking. ~-80 ~~ City of Chula Vista On-Call Services 17 Construction Testing and Engineering, Inc. CTE SCHEDULE OF FEES Materials Testing and Inspection Services: Reinforced Concrete Inspection $46 Hourly ACI Concrete Technician $46 Hourly PT Concrete Stressing Inspection $46 Hourly Concrete Batch Plant Inspection $46 Hourly Reinforced Masonry Inspection $46 Hourly Field Weld/Bolting Inspection: $46 Hourly Epoxy BolUDowel Inspection: $46 Hourly Nailing Inspection $46 Hourly Registered Special Inspector -Field Welding $46 _ Hourly Registered Special Inspector -Shop Welding $46 Hourly Non-Destructive Testing Inspector -Field $50 Hourly Non-Destructive Testing Inspector -Shop $50 Hourly Registered Special Inspector -Welding Hand Rail $46 Hourly Registered Special Inspector -Welding Stair Rail $46 Hourly Shotcrete Inspection $46 Hourly Fireproofng Inspection $46 Hourly Shot-Pins Pull Out Testing: $46 Hourly Ceiling Wire Hangar Pull Tests: $46 Hourly Concrete Mix Design Review $190 Each Sodium Sulfate Tests $70 Each Reactivity Tests $150 Each Base plate Grout Compression Testing $20 Each Base plate Grout Inspection $55 Each Grout Mix Design Review $190 Each Concrete Compression Tests $20 Each Masonry Unit Conformance Quote Each Masonry Composite Prism Tests - 8"x 8"x 16" $95 Each Masonry Coring - 1 Man Crew $95 Hourly Masonry Core Compression Tests $30 Each Masonry Shear Tests $60 Each Mortar Compression Tests $20 Each Grout Compression Tests $20 Each Fireproofing Density Test $20 Each Fireproofing Adhesion/Cohesion Test $60 Each Sample & Tag Rebar $46 Hourly Rebar Bend Test - # 11 Bar and Under $35 Each Rebar Tensile Test - # 11 Bar and Under $30 Each Sample Pickup $30 Hourly Letter of Affidavit _ $150 Each 1 City of Chula Vista On-Call Services 7 1$1 Construction Testing and Engineering, Inc. Geotechnica/ Testing Services: Soils Technician (Compaction Test -Fine Grading, Over-Ex) $46 Hourly Soils Technician (Compaction Test -Trench /Wall Backf II) $46 Hourly Soils Technician (Compaction Test -Pavement SG /Base) $46 Hourly Asphaltic Paving Inspection $46 Hourly Footing Inspection -Engineer /Geologist $80 Hourly Shoring Inspection $80 Hourly Lab Maximum Density Test $200 Each Expansionlndex $120 Each "R" Value Testing $220 Each Sieve Analysis $90 Each Compaction Reports $90 Hourly Misc. Engineering Services $90 Hourly Sr. Geologist Services $110 Hourly Sr. Engineer Services $110 Hourly GENERAL CONDITIONS: CTE requests at least 24 hours notice of any needed testing and/or inspections. 2. Inspectors & technicians are charged at site time rounded up to the neM hour, plus one hour "no four-hour & eight-hour minimums". 3. Same day cancellations or show up time situations will be subject to the Iwo-hour minimum charge. 5. All rates are based on NON-Prevailing Wage. Re-Inspection, CTE maintains a list of failed tests and/or inspections, and will re-test and/or re-inspect, as required, after each deficiency has been corrected. Such re-testing and re-inspection can also be identified on our invoices to alert the District and allow easier tracking. STORM WATER MONITORING QSP Services (one visit per week) $520.00 • A Qualified SWPPP Practitioner (QSP) will conduct weekly site inspections per the requirements of Construction General Permit 2009-009-DWQ. Inspections include photos and documentation of BMPs and recommendations for any additional BMPs or necessary maintenance and documentation. of BMPs installed. • The QSP will update all SWPPP documents required under this permit and will update the SWPPP plan including all maps. City of Chula Vista On-Call Services ~ 152 Construction Testing and Engineering, Inc. Rain Event Monitoring and Sampling Services (per event for Risk Level 1) $520.00 • A Qualified SWPPP Practitioner (QSP) will conduct visual observations and documentation and will properly collect three storm water samples at all monitoring locations identified in the SWPPP or identified by the owner or owner's representative during likely precipitation events that are anticipated to produce at least 0.5 inches of precipitation for Risk Level 2 and 3. Risk Level 1 projects will be sampled for turbidity and pH based on visual observations and approval by the owner • The QSP will coordinate and properly deliver project-specific 303(d) listed pollutant storm water samples to an authorized laboratory for analysis. • The QSP will prepare a Rain Event Action Plan (REAP) for each likely precipitation event in accordance with the General Construction Permit. The REAP is a Construction General Permit requirement for Risk Level 2 and 3 projects designed to project all exposed portions of the site within 48 hours prior to any weather pattern forecasted to have a 50% or greater chance of producing precipitation in the project area (i.e. "likely precipitation event"). • In the event that a single effluent sample exceeds an applicable Numeric Action Level (NAL), the OSP will electronically submit all storm event sampling results to the State Water Resources Control Board (SWRCB) no later than 10 days after the conclusion of the storm event. In the event that a daily average exceeds an applicable NAL, the QSP will prepare an internal report. If the SWRCB refers the exceedance to the Regional Water Quality Control Board (RWQCB), an external report will be prepared after the owner's authorization. • Single rain events exceeding over multiple days will have an additional fee of $300 per day. • For partial rain events (rain events under 0.5 inches), a minimum fee of one weekly inspection will be charged. Quarterly Inspection (per quarter) $500.00 • A Qualified SWPPP Practitioner (QSP) will inspect each drainage area for the presence of non- storm water discharges and will document the presence or evidence of said discharges. Annual Report (per report) $1,500.00 • A Qualified SWPPP Developer (OSD) will prepare and electronically submit an annual report no later than September 1st of each year using the Storm. Water Multiple Application Report Tracking System (SMARTS). - Notice of Termination (NOT) $500.00 • A Qualified SWPPP Developer (OSD) will electronically file a Notice of Termination (NOT) including a final site map, a new re-development performance standard worksheet, and finalized photos when the construction project is deemed complete. Also included is apost-construction final walk-through with the owner. City of Chula Vista On-Call Services ~ A 3 Construction Testing and Engineering, Inc. ~~1~~1~~1~ ~ G69~ MATERIALS TESTING SEItVICES,FEE SCHEDULE TO EXIIISIT A of the Agreement beh~veen City of Chula Vista and Construction Testing and Engineering, Inc. 7-84 ATTACHMENT "B" MATERIAL TESTING SERVICES FEE SCHEDULE AT"D'ACHMENT` "B" MATE1ftL+1l.5 TESTIfVG SERVICES FEE SCHEDULE n~rru_noc~etr ~ro~l~VAY:F' _ --- Tests Tests Fee per performed in PCrfnrrncd PIt1NL4R1' TEST17'IAP7E Test ID Eae~ Test the rum's b>~ sortts9de - Latsoratorv LaDoraton' CONCRETE MATERIAL TEST7,NG $so. as x com ss;anTcs 6x12evlindet Asrttc39 Ca[nf#cssion.Trsl, Core'texcludine sample ASTI+f C4: gfi5AD x ' - fC ai3t3om) Compression TaF, $hotcrete panel core (3 A57A4 C4-' g2[!0.0D % colas ,anel.Per nel Coocretc Mix Design ar Afix ICCaAew g1561AD % excku " s a ate !es:.v Ssw cuttin of5am a Sxo.oa x MASDNRX A'L47ERL4L TESTING Cormpression Trst: Alork 18x8x76 nrsmall€ry, ASTM 067 g~s,OD x 3 omit set C cession Test, Mor!ar, xd cvlhrdu (l7BC) ASTM Ct3fl g20.fiD x Com re«ion Test. Groin (UBC7 UAC ? I-i fi S20.D0 x Cam region Test. Ccre g4D.OD Cam cos Test $l!ear 5100.0D x hfastuw Prista Full Size{S%16si65, each ASTM 01313 gtiD.DO x Maros prism Ha4`Sizc Iszl6x81. eadf ASTM C131a 3cd.0D x CtarFom!unre package (includony aCC trsrh!a alai. ASTM 090 SgDD.Im x re !i. 6 mtital AGGREGATE n~IATERW,, TESTIN G Sieve Anal 's. CoatseA see x .ASTM 0936 ~-~ Sieve ,Anotvsis FlueA !e A57MC]3fi 5Pl'1-UO % $ iSc Gra1ti . Caarst A~rrnE ale AST'h{ 0127 g~D.90 % 5 xsfia Gray- ~, Fime A te, A5TM Cl'8 - x x H & Resis6vi ~ tech x ASPHALT CORCRETE lA4ATERL4L TESTING Stabliry Test-Marslraq eve of 3, unit wti$bt ASTA9. D1.539 j180Dp x & Row 4a halt Concrete Mix Aesi or Mix Ret~eu' gt50.m Uost'!Veigltt RegtririagCompaction, (Marslta{I) ASTM. Q31559, igi].Mf x T245 FULL DEPTH RECL-°.11iATI~N SU SGR.4DES TESTING Wetting & Arying compacted so(I cemetti ASTM D559.03 ~~ ~ x mixtures 551 Fmziag acrd Thawing tormpaesnd nail cenerxre ASTM D560-03 g92D.DD x mctmex (550) ASo9siure Demsiry tat For Soil Cement i ASTM 6558 g12O.00. x _7_ Y City of Chula Vista On-Call Services ~ R15 Construction Testing and Engineering, Inc. - ~ - - Tests Tests Foe Per Performed in Pariornted PRIri1AItY `f'ESTINAA'LP Test IiD Each Test the Firm's by outside LsLal'at0 ~ I,abarntorv Standard Tact Mclhod Gar Resisranac R-Vale: ASTM D?B~~ ~p Dp x and Ex ansion Pressure of Com used Soi35 Standard Trsl ldethod for Uncoofined A517+3 D5302-46 E1DD.DD x Cam ressive Srre dt orC a<lbb Suit Ohseit"3utg Mara~Craaking operations and o x ptvforming stif6xss tasting of the CTS $a5a.0 enale:ia3$ LLStn^ a GN°nn e. GEO'I'CCHNICAI- NIaTER1AL TEST ING Shear Tesrs yinu3e oinl) ASTM D3DSi1 E9f15.fi6 x ConwlidntienTests ASTMD2435. $2ao as x CT239 Maisnrre-Densi ASTM D'+?i6 -~ x i E.It. Tests etudes Cam coon Test} C ASTM D1883 3EB®.ItD z . Lima Treated CBR ASTht I}].883 R-\'aluc (Lime Treated) A T S22(1.L10 x C EST 301 hteahattical Aratl.aes- Sieve Tcsi ASTM C136 EBDm x Meahtutieal AnaFpses • tiydrometerTcst ASTM pg2L7 gtoanD x ASTM Daz Sand E i+'elant ASTbf D?,434 m x x Plnsicety 3ndcx ASTAd 114318 ausion Index ~ ?,57'h9 DAB39 S?OD-~ S eciFc Gaavd - ASTM D654 E'~m x 8aoa-ea x Unwn£m d Compression _ $70-00 ~ Triseial Test • Srd~ Test undratned, x aaGanSOlldated $79-aa % Triaxial Teals • Effecti+e Stress Tell o x 3tcmakled Sam k$ r oration] $ym. o Corosivify Tests (Sulfaae, Cltlaridc, pN, min, gasa-ao x xesistivi l ~ LABQRAT©RY METAL SERVICE S - ?sAT.C]l3ANICAL TESTING klecEsaaical Coupler Testing (Tensile. Yiebd, Sao_va x $ ' nee & Sam Ia Pre tion . eua3t Teosiie Tcyt3ng up sa Ido. 1 I Bar tuttimatc E35m x seen anJ ,each Tensile Testing TSO. 14 Bar (u3timete ylrmgdt ESDm x otul ,each x Tensile Testing Nv. 38 Bu (u]timxse serrn8th EBDm anl. ~). each TrnsE1e Testin8 {Ullisnate sMength only), flat 52t1D DD x Aar Rcdaced. Section, eeah - 1'tmsile TEStiarg {ultimata suenglh only). Round Bzr Rcdoced Sxdan D.SOS' Diameter, Sxoa. oo x cock - x Tensllc Teslma (ultimate yttm sh onl }. City of Chula Vista On-Call Services ~-226 Construction Testing and Engineering, Inc. Tests Tests F'ee pe7 Prr[ormed in Pcrfot`med PRIi4Lq.RY TEST11~rA31'IE Tesrt~2i EacL Test the Firm's U?, a>ltside L11110s'litDf9 L3~la7alan' Round Bar Redw.~ed Section, sub~iae, each ~ ~ S~-~ x Tenseie Trsing 4ultinesse sneunlEt Duly), Yield g 80.00 x Stm•th Tts[ b extrtasumcterl. rack Atli Secdan Tube, taelr 7ens>!e x-90 . Brnd Test, tack ~ Fillet Rreld BrrakT each i180_W x Charpy laapac[: Ambitm Temperanarr, per set ;750D6 x of 3 Cho ulna arc Ambient-46°F- rr set af3 ~ ;t5606 x Cha Im cc -4]"F to -]06°F 3150t1D x Charily Indixidual5peeinstas for 7`ransitiurt ;t5AD6 x Curve Additional Charge for Reponin~ Peraoll St56.06 _ _ x Shrar. .x set Additional Cmares for Repotting Mils Latrral ;l50.W x Ex sasiCn.. set Aockwt[l Ida[dtrcss set 7t3 55[0.66 x Sai la Pr [ion {as aired). indtadad into See x Bcatin*Pad TtsiS 51so.aa x rlal Tratx LABORATORY A7ETAL SERtirICES - MACHINING chaapy Smput Specimens; Carbon Stcel, l?er gaso ea x set of 3 Charp^y impact Sprcimpss,. Carbon Sterl, Sub- ;150.06 x Size er ses of 3 Charily hrpact Sprrimeos. Other Materials, 3t~6 x er sti of } Chatpyliapact5pecinren& OthttMarcrials, 3t5a6m x Sub-Size, cr ser ot3 Carbon Steel. Flat Bar Arduced Section, each - x Carbon Stcrl, Rraucd Bar 0.5p~' Diamrtrr, gd5[1A6 x each Carbon Sterl, A,ound Bar SubSizt, cash St5ac0 x Odtrr Materials, Flet Ilan Rpdarcrd Sreuon, St50.t1D x each pdt:r Aditesials. Rotund Bar 6.503' Diamraer, 3156.00 x rash Other t.SxwiaLs. Round Bar Svb-Sizr rash 3156.00 x Mlacro 5 intents, Carbon $trcl each 3150_¢0 x Masao 5 erim Other 1,3aterial& rash 5150. x General hlachini o C7f tthottr x LAYIORpTiDRY [vIETAL SERVICES -HIGH STRENGTH BOLT TESTING Hardness {SaR. Washer, Nutl, rxh A-370 E~-~ Bo1i Assembly Standard N!edue, earls ;100.D x Bolt Prontkstin .tech x City of Chula Vista On-Call Services 7 A ~ Construction Testing and Engineering, Inc. Tests Tests Eee }Ter I>crform~ ed in Performed PfiI~r9A[2Y TESTIiVA]1SE Tcst ~ Eaeh Test the Firm's by oTntside Lalwrato Laharntarv ASThi Tesfin 11TETHODS Fine 5i~e+r Aaal sis n~ith 294 lVas9n ASTM C117 ~4-~ x Sieve Atral 'sis of Finn and Cuu-stA su ASTM C736 S8D.00 x COmpressivs Sven~th- Cencrctc Cylindr. ASTM C39 SZ4 ~ ! x Set of Tlvec) Compaction Cltaruuristics of Soil Using the AS'ti.f 011557 3190.[3] x Modified Ptvetor 1rletUod Maximum Specific Utavity and pensiry of A51SWf D24:1 +aC1LAD x 1}Imralnn+t5 Fstm2l+itxturt5 EK[raeliOn afSivmeo. Isom Bitumirtou5 ASTM b2992 31 ~D x Pavin Mixtures Sand Equivalu0t lFaleoe of Soils and lane AS"fM p2~19 x Acnreeaus STtA.lU4 Spt.:ifK tirav0ry avd Dtasiry Of Ccrnparted ASTM D2726 ygp~4 x Bitnmirtous Pawn h4ixturrs Car~cislcncy Teai and 1Vn Track Abrasion A57M D3919 S80.D4 x Test A6rnsion and I cr in the L_A, t+lachine ASTM C131 i E164.4t) x Potential Rtaelvit •ofA crenate ASTM G?89 _ x-04 x UfEanic lmpudtics in Firru Concrete ASThf C40 550.flU I { x A e ates Yestine Dn'lL-d Concrete Cnres [Compression ASTM C42 5154.196 x TestOal~,Suof31 x Fkxtva9 Sum th o-f Coracrtte ASTM C78 S75-d4 Saandacss oFAe a ates b U5c of Sulfates ASTAI C88 7170 X trves size reaction PanicieSiu Analysis of Soils ASYA4 D422 x CalnansTest MetbOds x Sieve Anal of Fine snd Cnatsc A ~~ tes CA TEST 242 S~-~ I x Relative CnmPartian ofUnteeattd and Trusted CA TEST 236 5160-00 x 50115 and Acsrc ales x Sand ivaleur CA TEST 317 51ai4.4D Moisture Coataot in.Snilsb •Qv~n Dry('t! CA TEST 226 y30.40 x ~R" Value of Soilsby StabiMmrscr C.4TEST 399 ~-4D x Pteparatinn Of 8inaninaus Mixwrts for CA TEST 394 ~P eluded in test x Testi. 1Bui& into Knurl • Rate1 Moisnve Vapor SttsceptiBiliry of 03iaumiwur, CA TEST 397 x A9irtores Specific Gravity and Weigh of Compressed CA TPST 348 SB4.9o x Biitnninons M ixtures DuSign and Ttstirng of Class "A" Ccsrcnt CA'TEST 31? Yreaied IIasc (COmpkte CIE Assign; 3540.oD x 1[IClndll~^ labaralnfy annftNnlanae tc5[ing Of a us3 Stabilottuter Value of 13immincus 1+9ixmrus CA PEST 3~6G STB4.49 x Recommcnditte dplimum 03irament Ccmtcnt CA PEST }67 ;199.04 x OHC in•Flace Derv-ry and ReEati}z ComPOCtion Of CA 7L-SY395 x As 0se11 Cortccrase Pa+2mem (built iota hourly City of Chula Vista On-Call Services ~ R a Construction Testing and Engineering, Inc. ~ -:.Tests .,,..: 'Tests - .Pce per Performed in Performed PRIMAR]' TESTINAME ?est ID Each Test the: Firm's by outside Laboratorv Laborato x Rate) halt Canteen of $iluminous Mixtures CA TEST 379 x Comprusive Suengffi ofMolded Concrete CA TL•ST 525 520.00 x C tinders Mixing, Storing, and Handling Concrete CA TL-ST 540 Compressive Strength Specimens in the Field I eluded in test x (Built into Hourl Rate) Percentage of Crushed Particles CA TEST 205 5120.DO x Abrasion of Coarse (500 Revolutions) CA TEST 211 5760.00 x A e ate-L.A. Rattler 1..000 Revolutions x Organic lm urines in Concrete Sand CA TEST 213 0.00 Soundneu ofA>;_eregates by Use of Sodium CA TE57 214 570.00 Per siz [racfan x Sul#ale Evaluatin Cleanness of Coarse A?ere arcs CA TEST 227 580-~ x Test for Dnrabili ]ndex CA TEST 229 51 O.DO x Detetrnination of Moisture in Soils. Minerals CA TEST 311 SZ00.00 Aggregates, and Bituminous Mixtures by x A lene RefluY Distillation STOI(Zilq `iWATER Toga] Dissolved Solids tTDS) 5M 2540 C x 5 ecific Conducti~9 120.1 Sao. oo x Oil and Grease 1664 HEM $65.00 % pH SM 4500H $zo.oo x +B74045 Others Outside Laboratories Used Metal Services and Machining DECISIVE TESTING, INC. 4735 Myrtle Avenue San Diego, CA 92105 Tel: (619) 285-9006 Storm Water Testing ORANGE COAST ANALYTICAL, INC. Laboratory Certification (FLAP) No. 2576 3002 Dow, Suite 532 Tustin, CA 92780 Tel: (714) 832-0064 City of Chula Vista On-Call Services 7 ~9 Construction Testing and Engineering, Inc. 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 TIDE CITY ~OUNQ[L ~ R. Googins Attorney Dated: f I AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND KLEINFELDER WEST, INC. TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIALS TESTING AND SPECIAL INSPECTION CONSULTING SERVICES 7-90 Agreement between City of Chula Vista and Kleinfelder West, Inc. to provide an On-Call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services This agreement (Agreement), dated for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A to this Agreement (Exhibit A), Pazagraph 1, is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City, and the entity whose mine, business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4 tluough 6, (Consultant), and is made with reference to the following facts: RECITALS WHEREAS, flee City has a Capital Improvement Program ("CIP") for various Projects within the City; and WHEREAS, the City has the need for the on-call Geoteclurical, Stone Water Monitoring, Materials Testing & Special Inspection Cmtsulting Services during said CIP Projects design and construction phases ;and WHEREAS, a Request for Proposal ("RFP") was issued on August I5, 2012 with a due date of September O5, 2012; and WHEREAS, on said date, the City of Chula Vista received nine (9) proposals from firms interested in pra~riding said consultant senzces for the City; and WHEREAS, after the City Selection Committee completed their review of the proposals far all nine firms, they selected IQeinfelder West, Inc., as one of the four Consultants to provide the services necessary; and WHEREAS, Kleinfelder West, Inc., as an on-call consultant, prior to commencing work on a particular CIP Project ("Project") on which the City desires, shall be issued a task order; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a rnam~er such that it can deliver the services required of Consultant to City in accordance with the time frames and the teens and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] Page I firo Pam~.agreemeu[ benreen Cim ofChula I'isra and %lainfelder ro pro+•ide mr on-call Geotechnical, Storm L1'arer Alonitorin~. Alateriafs Teuin~ & Special fnspec[ion Coruuhuvg Services Q:rEnginccring\Gcomch CoasullanV]073 Contulun~s~.4ymcmenu~Alcinfeldcr.4crtcmem FinaLdoc 7-91 OBLIGATORY PRO~rISIONS PAGES NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually agree as follows: All of the Recitals above are incorporated into this Agreement by this reference. ARTICLE I. CONSULTANT'S OBLIGATIONS A. General Genera] Duties. Consultant shall perform all of the services described on Exhibit A, Paragraph 7 (General Duties). _ _ 2. Scone 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, Pazagraph 8, entitled "Scope bf Work acrd 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. Reductior:s in Scope of If~or•k 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 Additional Services shall be paid 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 similai conditions and in similar locations. a. No 1Paiver- 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 Page 2 Tx'o Pmn~:Igreenrenr benreen Cirv a(C4ulr, I'isra acrd Kfefnfelder to provide anon-cat! Georechnical, Srorm fI'an:r dfonimring, Afineria/s Tesling d Specia!lnspectim+ Cans+dting Serrices Q?Eneinecnnp~Gcotech Cansulmn0~013 Conzuhams-.4v_~temcnts~Xlcinklder Aercumenl FinaLdoc 7-92 caused by negligent acts, errors, omissions, noncompliance with industry standazds, or the willful misconduct of the Consultant or its subcontractors. B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with the federal or state law and implementing regulations. No provision of this Agreement requires the Consultant to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of federal, state, 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 subcontractor is expected to fulfill any responsibilities of the Consultant under tl>is Agreement, the Consultant shall ensure that the subcontractor carries out the Consultant's responsibilities as set forth in this Agreement C. Insurance 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 tlus Agreement 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. 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. A(Ito. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). c. id'C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. d. E&O. Professional Liability or Errors R Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. Page 3 T+ra Parrv a~reemenr Gen.~een Cin~ afClm(a 1"vra and Aleinfelder to pro+'ide an an-ca(1 Geoteclmical. Sturm Rarer Alorrimririg. A1a(erials Terrine & Special Lupectiorr Couu(Jing Sen~ices QdEnginecrine+GcotecL Consuliand207? Ga1L5vlunl: \.Agn •munfslKlcinfdder A~recmem Finnl.doc 7-93 3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table below: i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, (Including (including death), and property damage. If Commercial General operations, Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply sepazately to this completed ProjecUlocation or flee 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 51,000,000 disease-policy limit Liabilit 51,000,000 disease-each em to ee iv. Professional 51,000,000 each occurrence ' 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 aze to contain, or be endorsed to contain, the following provisions: a. Additional Insureds. City of Clrula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to all policies of insurance, including those with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment famished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of azi endorsement to the Consultant's insurance using ISO CG ?010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. Page 4 Tiro Para a~reenie,n ben+~een Cim oJChu(a Pis1a artd Kleinfelder to pz+ide an on-calf Geoleehnical. Slarm IVarer Alonitmireg, Slamrials Tertinn .f Special Inspection Consulting Senn~ices Q:\Enyinecrin5~\Gco¢ch Consulrnn[.?073 CorvsuhanL<U3aecmenti\F:Icinfdder Agreement Firyl,doe 7-94 b. Primar~+ bisurance. 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 Consultant and in no way relieves the Consultant from its responsibility to provide insurance. o. Cmuellation. The insurance policies required by flvs 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. Actii+e 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 im+alid under Subdivision (b) of Section 2782 of the Civil Code. e. IYaiver 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. Retr~o 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 maiitained and evidence of insurance must be provided for at least five yeazs 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 yeazs 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. 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 (LESL)] 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. Page 5 7ioo pmn~.fe ~eer+tenr benraen Cirn oJClndo Nism and Kleirrfelder to pro+~ide mr on-call Geotechnical, Srornr 11'arer htoniim~in„ Afarerials Testing & Special Inspection Cantultino Services Q:\E~cincerin6+Gemecb CortsullanP?013 Covsulwna~A~nennents\Klcinfclde+Apn:nnem rinaLdoe 7-95 8. Verification of Coverage. Consultant shall famish the City with original certificates and amendatory endorsements effecting coverage required by Section LC. of this Agreement. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or famish separate certificates and endorsements for each subconsultant. All coverage for subconsultants is subject to all of the requiretents included in these specifications. 10. Not a Limitation of Other Oblieations, Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. D. Security for Performance Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mazk in the pazenthetical space immediately preceding the subpazagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond, in the amount indicated at Exhibit A, Pazagraph 18, in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved 6y the United States Department of Treasury Circular 570, htt~r~/hvww fms.treas.eov/c~70, and whose underwriting limitation is sufficient to issue bonds in the amount required by the Agreement, and which also satisfy the requirements stated in Secrion 995.660 of the Code of Civil Procedure, except as provided otherwise bylaws 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 itr which the Project is located to issue bonds for the limits so required. Fonn 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 aznount 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 Page 6 Ttro Panv;l;reemenf between City afChulo Visor orrd Afeinfelder to provide m an-call Georec4nicof. Sronn WnterMmiirorino, Alar¢naCr rerrin~ d.5pecial lrupettiou CoruuLing Services Q~,\Encinmrine~Gcotech Co2sullanf?013 CansWpnlSNgrecn,emsVaeSn(elder Agrecmcm FituLdoc 7-96 (indicated by a check mark in the pazenthetical 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: E. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chu]a Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule, and to provide direction and guidance to achieve the objectives of fliis Agreement. The City shall allow Consultant access to its office facilities, files and records, as deemed necessary and appropriate by the City, tltroughout the term of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B. Compensation. Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant, submitted to the City as indicated in Exhibit A, Pazagraplt 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, Pazagraph 10, adjacent to the governing compensation relationship indicated by a "checkmazk" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph ]8 of Exhibit A, and shall cotpensate 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 chazges to the Project in order to permit the City to evaluate that the amount due and payable is proper, and such billing shall specifical]y 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, otissions, negligence or acts of willful misconduct of the Consultant, its agents, employees, or subcontractors. a. Errors ar:d Omissions. In the event that the City Administrator determines that the Consultant's negligence, errors, or omissions in the performance of work Page 7 Tvo Parn•:1~r'eemenl benrean Cirn of Chuln h'itla and 1Cleir folder to proride an on-ca/l Geo(echrJcaf, Slonn hater Alonitoring. A/aterialt Terrirg & Special lupeetion Candling Serticet Q;\Engineering~Gcotteh ConsultvLLQ013 ConsultnntslAgreemen~slKleinCdtlcr.4emenxnr Fiml.tloc 7-97 under this Agreement has resulted in expense to City Beater 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 tins pazagaph is intended to limit City's rights under other provisions of this Ageement. 4. Payment Not Final Approval. The Consultant understands and agees 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 mttil 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 agees 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 basis 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 Desier?ated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as aze specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 2. No ParticiQation in Decision. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shat] not make, or participate in making or in any way attempt to use Consultanrt'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 Ageement. 3. Seazch to Determine Economic Interests. Regardless of whether Consuitant is designated as an FPPC Firer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of ConsuItant's economic interests, as the term is used Page 8 Tiro PanrAgreement benceen Cirv ofCGvla t'8m and Kfeinfefder ro prrovide an on-call Georzdntical, Srmm GI'urer Monitoring, A9ateriafs Testing cf. Sprciul lrapedfon ConncuGing Sen~ices Q.'~En4inearine'•Gcotec6 ConsJLinr?01? Consu1Nn641crccments\Klcinfddcr Aercnncm FinaLdoc 7-98 in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this Agreement. 4. Promise Not to _Acquire Conflictine 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 teen of tlvs Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. 5. Duty to Advise of Conflictine 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 Teams 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. S~fecific 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, gatuity 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 permission of City. 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 permission of City. N. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply if a Liquidated Danrages Rate is provided in Exhibit A, Paragraph 13. Page 9 firs Parm agreement benreen Cirv of Chula i'ista and Rleir feller to pra+•ide an on-call CieorecLnical, Sla~rn fl titer d(mrimring, Materials resfuig @ Special Jrupenimt Consulting Seniees Q \En_~necrivgGeomcL Cavsulmm`]013 Consultnms'Nymcemenu`•Klcinklder Mrtement FiwLtloc 7-99 1. Estimarine Damages. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Z. Amount of Penalty. Failure to complete the Defined Services within the atIotted 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 tithe of the prevention or delay. In the event Consultant claims the existence of such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in writing of that fact within ten calendar days after the beginning of any such claimed delay. Extensions of time will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. ARTICLE V. INDEMNIFICATION A. Defense, Indemnity, and Hold Harmless. General Requirement. Except for liability for Design Professional Services covered under Article V, Section A.Z., 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 maybe in combination with the active or passive negligent acts or omissions of the Consultant, 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, Page 10 Two Parrv agreement benceen Cin• ojChula 1'itla and Aleinfelder fa prm~ide an wr-caf! Geoteclmicaf 5(orm I}'ater riloniloring. Ffarerialt Tetline & Special frtrpenton ConsvLfng Semites Q:\Enginecrine~Gromch ConsvllanlQ0I3 Consulmnls`.A42eemcn¢i6leinfelder Aercemcnt Finnl.doc 7-100 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 ]aw 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 performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the sole negligence, active negligence or willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligations and duties under tlus Agreement. 3. Costs of Defense and Award. Included in the obligations in Sections A.I 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 Cityor its directors, officials, officers, employees, agents add/or volunteers, for any and all related legal expenses and costs incurred by each of them, subject to the limitations in Sections A.l. 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. Consultazit'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. hi 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 atnount not to exceed that payable raider this Agreement and Page I1 Tvo Parn~:lg+'eemmil benreen Cim of Chula I"ula and S4•irfefder la provide an on<alt Geatechuicaf. Slarm 11'aler Alanitorin„ Sfaleria(s Tenin~ S Special hrtpection Consulting Sen~icer Q:\Enyinceriny~Geo~ec6 Cansulmnt'?013 Consulmnae'..4ercemcna~Klein@Ider Agmemcnt FivLdoc 7-101 Iess any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of 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. ht 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, 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 authori2ed 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 subtnit a final certification of Project expenses and audit reports, as applicable. B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the City may require. The Consultant also agrees to oUtain any other audits required by City. Consultant agrees that Project closeout will notalter 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 Page 12 Tn'o Pam,~l,;reemem benacen Ciro oJChula 1'is(a and K7eirfelder ro provide an on-call Gealeclmical. Sturm 1($mr,Ilonirorum. Alalerials Testing E Special Gupection Consulting Services QaEneinenine`GcorecL CortsultanPlOJ i Cortsuimms~Ameemen6~l'tcinfdder Agreement Final.doc 7-102 invalidate any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification from City .ARTICLE IX. MISCELLANEOUS PROVISIONS A. Assignability. The services of Consultant are personal to the City, and Consultant shall not assign any interest in tlus Agreement, and shall not transfer any interest in the same (whether by assignment or notation), without prior written consent of City. 1. Limited Consent. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as "Permitted Subconsultants." B. Or'v'nership, Publication, Reproduction and Use of Material. All reports, studies, information, data, statistics, fomts, 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 tlvs 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 aze, for all purposes under this Agreement, independent contractors and shall not be deemed to be employees of City, and none •of them shall be entitled to any benefits to which City employees aze entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regazd 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, uziless expressly provided in this Ageement. 2. No Obligations to Tlrird Parties. In connection with the Project, Consultant agrees and shall require that it's agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, Page 13 Tao Parnvlgreemenl benceen Cim of Cluda i'Bra and Kleir fe(der m provide mr m~-call Geo7eclmico(, Storm Water htonimring, ,lfaterials Testing & Special Lrspection Couvlting Sendcer Q:~Engincerinn~Gemeeh Consulun0?073 Consulmn~s~AUCCmcna~Kleinfcldcr Agrcemem Fia~l.doe 7-103 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. Adadnistrative Claims Requirements and Procedures. No suit or azbitration 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 134 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. E. 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 administration of this Agreement. F. Term. Plus 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 prepazation of a report or document in performing the Defined Services, Consultant shall include, or cause tlxe inclusion of, in the report or document, a statement of the mm~bers and cost in dollar amounts of all contracts and subcontracts relating to the prepazation 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/aze licensed with the State of California or some other state as a real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor its principals aze licensed real estate brokers or salespersons. 1. Notices. All notices, demands or requests provided For or permitted to be given pursuazit 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. IC Integration. This Agreement, together with any other written document 7efen•ed to or contemplated in it, embody the entire Agreement and understanding between the parties Page 14 R+'a Parm; Iareemem 6enreen Cifr afChuf¢ Tisza m+d Kfei+felder t¢ proride m+ ¢rr-call GeolecGnieaf. Stor¢r JI'alm' Almiit¢ring, ,4/alerials Testing & Speci¢7Gecpectian Cmunlting Sen•ices Q:\Cncinccnny\Georech ConsullanCQ07i ConsuhantsUgreemems~Klcinfddcr Aercement Final.doc 7-104 relating to the subject matter hereof. Neither this Agreement nor any provision of it maybe 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 Parries. 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 Agreement. M. Governing Law/Venue. T1ris 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 15 Tea Pm~tr~ agreement G¢nreen Cirr ofClrula -'ism and Kleir fetAer to pro~`ide an an-calf GeotecGnical, Siornr {Pater Afoniroring. Dlamria6 Tes(ing d Specia(Intpeerimr Consuftin~ Senicet Q:`.Hneineering`Gcatmlr Consvlmntl]013 Corssulmnrs`Aereemcnrs•daeinfelder:~yrecmcni rinaLtloc 7-105 Signature Page to Agreement between City of Chula Vista and HIeinfelder West, Inc. To provide an on-call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement, indicating that they have read and understood same, and indicate their full azid complete consent to its terms Dated: Attest: Noms, City Clerk Approved as to form: Glen R. Googins, City Attorney Dated: City of Chula Vista By: Cheryl Cox, Mayor Kleinfelder West, Inc. By: -~.Q.-~. ~- . \ Ronald C. Thomson, Project Manager By: ~/~~~z~~~ Exhibit List to Agreement (X) Exhibit A Page 16 Two Pora' Aoreemeru benreen Cirv ojC)ndo I'ista and Aleir f Ider ro prm~ide mr on-call Geo(echnim( S(orni !Ya(er Afonirw'ing, hJaleriah Tesfin~ S Special bwpecfimt Cansul(ing Services Q9.Enyinecrin~\Geo~eeL Cmaul~anl`?D13 Consullnn6\AgmemenLS\Kleinfelder Ageeemem Firvl.due 7-106 EXI3I~I'I' A to Agreement between City of Chula Vista and HIeinfelder West, Inc. to provide On-call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services 1. Effective Date: T1~e Agreement shall take effect upon full execution of the Agreement, as of the effective date stated on page I of the Agreement. 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California OThe Chula Vista Public Financing Authority, a O The Chula Vista Industrial Development Authority, a ()Other: (City) 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Kleinfelder West, Inc. 5015 Shoreham place San Diego, CA 92122 5. Business Form of Consultant: ()Sole Proprietorship ( )Partnership (X) Corporation a [insert business form] Page 17 Tva Parrn.dgreenren(Gem'een Cim of Guda I'ista and Kleir fzfder fo provide an on-call GeolacGnicaf, Sturm II'ater bfonilaring. hdalerialls Testing & Speciallnspection CarrsvltLrg Sen~ices Q?Erieinrer:ng~Gcelech Co~uitant`?D73 Consuhanls`.4grcements'~Klcinfdder Aym:cmem Fiwl.doc 7-107 6. Place of Business, Telephone and Fax Number of Consultant: 5015 Shoreham place San Diego, CA 92122 Phone No.: (858) 320-2000 Fax No.: (858) 320-2001 7. General Duties: Consultant shall provide Geoteclinical, Storm Water Monitoring, Materials Testing and Special Inspection Consulting Services for Various Capital Improvement Program ("CIP") Projects during said Projects' design and construction phases. These C1P projects maybe funded with Tocal, state, and federal monies. The consultant shall provide: A. Materials testing laboratory facilities staffed with personnel qualified to perform sampling and testing of portland cement concrete, soils, treated soils, crushed aggregate base, and bituminous materials, as required. The materials testing laboratory must have a documented Quality Assurance Program ("QAP") in wnformance with City of Chula Vista Quality Assurance Program 2009. The Consultant must provide a copy of the QAP on a yearly basis. B. GeotechnicaUsoil engineering services for City-funded projects during earthwork construction operations, including geotechnicaUsoils engineering observations during site preparation for placement of fill and construction ofsub-drainage systems. The Consultant may be required to make recommendations regazding the removal of unsuitable materials for fills and methods of compaction based upon previous soils/ geotecluucal investigations and upon the Consultant's own observations. The number and scope of such projects will vary from year-to-yeaz. C. Personnel that aze experienced in the testing of materials used in the construction of public works facilities and familiar with the San Diego Area Regional Standard Drawings, the Green Book, California Building Code and the City of Chula Vista codes, procedures, and regulations aze required to satisfy the requirements of the Consultant contract. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the light to require substitution of non-qualified individuals with qualified personnel at any time. Personal assigned to the City of Chula Vista projects shall obtain approval from the City on an annual basis. The Consultant's QAP must include procedures and policies in which personnel aze certified to perform the materials testing and sampling requested by the City. D. Geoteclmical, Storm Water Monitoring, Materials Testing and Special Inspection Consulting Services in response to the City's request at the time and locations as Page 18 Tvo Parm aarecrnenr lxm~eero Cin~ ofClada 1'ista and $feir f>fder ro provide an on-call Georzc6nical, Srornr {Yorer dlonimrirrg, Afateria(s TeAin~ & Specia(lnspection Contrdrin~ Sen~ices QSGyinccrine~Gcomch ConsuhamV.013 CortulunLSW E~rccmcnu~(.Ieinfclder Ayrecmcm Final.doe 7-108 determined by the City Engineer. The City shall make request(s) for services with 24 hours notice. E. A documented internal laboratory QAP for all required laboratory analyses and procedures. All reference standards and equipment calibrations shall be traceable to the National Institute of Standards and Technology. F. Detailed report of samples collected for the Project. Reports should contain specific information (i.e., laboratory address & name, date of receipt of sample, specific identifier (e.g. log #) for each sample, test times, results, and method of disposal). G. Certified copies of calibration and maintenance records on an annual basis or upon City's request for all instruments and devices to be utilized in field and laboratory analyses in accordance with the Consultant's QAP. H. The Consultant shall maintain copies of all records related to field and laboratory testing performed under the contract, including original data, reports, and records of field and laboratory analyses for a minimum of five years from the date of the sample, measurement, report, etc. This period may be extended during the course of any unresolved litigation or when requested by the City of Chula Vista. L Billing forms and procedures used shall be acceptable to the City and shall include all test results reports billed during that period. 8. Scope of Work and Schedule; A. Detailed Scope of Work: I. Material Testing The Consultant shall perform the required material testing, soils, sampling and inspection in accordance with test methods and standazds established by the American Society for Testing and Materials (ASTM), the State of California Department of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standazd Special Provisions, the San Diego Area Regional Standard Drawings, the City of Chula Vista Design and Construction Standazds, the Environmental Protection Agency (EPA) and Chapter 17 of the current California Building Code as specified by the City Engineer. Subject to the provisions of Section 10 below, the work shall be paid for on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. Page 19 Two Parry Agreement between City of Chufa Vista and K[einfelder to provide an an-call Geotechnical, Storm Water Monitoring, Materials Testing & Speciallnapection Consulting Services Q:\Engineering\Geotech Consulfav[\2013 Consultants V.greemen[s\ICleinfelde~Gg~e~ Final.doc II. Geotechnical Engineerine Consultant shall provide Geotechnical Engineering services for City projects during earthwork construction operations that the City Engineer determines aze necessary to meet finished grades shown on the plans and cross sections. Consultant shall provide Geotechnical Engineering observation during site preparation for placement of fill and construction ofsub-drainage systems. Consultant shall make recommendations regarding the removal of unsuitable materials for fills and methods of compaction based upon previous geotechnical investigations and Consultant's own observations. For tests results that failed, Consultant shall provide analysis of the failure and a recommendation ofpossible solutions in a signed &stamped reportio the City. On tests that passed, Consultant shall state so in the signed and stamped report provided to the City. Said reports shallviclude the appropriate specifications next to the test results. Consultant's services will be on an as-needed'basis. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. III. Storm Watertestine Consultant shall provide as-needed storm water sampling and testing at project locations identified by City staff at least 24 hours prior to the required sampling. Consultant shall dispatch a qualified personnel technician to the project site within two hours of the start of a rain event. Sampling and testing shall be conducted during daylight hours and under safe conditions only. This may include weekends and public holidays. Saznples of project site runoff shall be taken in accordance with approved protocols and requirements of the NPDES Construction General Permit. Samples shall be taken to a laboratory certified by the California Depactrnent of Health Services' Environmental Laboratory Accreditation Program (ELAP) and tested for constituents identified by the City as potential pollutants in the discharge, in accordance with standards and approved protocols, including chain of custody and quality assurance/quality control requirements. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attaclunent "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attaclnnent "B"; Materials Testing Services Fee Schedule for each City Project. Page 20 Ttro Parrv agreement Genveen Cirt• of Cluda Yitm and Kleir fzlder ro proride an on-ca(! Geamchnical. Sronrr !Paler Moni(oring, dlaterials Testing, S Special Impttlian Co+uul+in~ Sen•iees Qi:EneineerincGeoted+ConsulmnP1013 Consulunu~ACreemcntsVaeinfelder Aurtcment Firul.doc 7-110 IV. Building Special Inspection Consultant shall perform the required building special inspection services as directed by the City in accordance with test methods and standazds established by the American Society for Testing and Materials (ASTM), the State of Califomia Department of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standazd Special Provisions, the San Diego Area Regional Standazd Drawings, the City of Chula Vista Design and Construction standazds, the Environmental Protection Agency (EPA} and Chapter 17 of the current Califomia Building Code as specified by the City Engineer. Subject to the provisions of Section 10 below, the work shall be paid for on personnel hourly rates as listed in Attaclunent "A"; Schedule of Fees-Hourly Rates and unit price per test basis, wluch shall include all costs such as testing,.. reports, reports review, storing of specimens and test cylinders, as listed in Attachment "B"; Materials Testing Services Fee Schedule for each City Project. V. Accounting and Billing ' Consultant shall provide separate bill for each City Project identified. Every bill will list all work performed on project. Bill shall show total amount billed to date for project, payment received and amount due. All work elements shall be itemized, i.e. tests performed, personnel chazgeslhours, equipment costs, etc. All re-test shall be identified and explained on the bill. City shall be billed within four (4) weeks of work performed. Consultant shall only be paid for work done at the request of the City. If additional work is requested by others, Consultant shall obtain written authorization from the City. hi addition, the Consultant shall include on respective bill the following documentation for said additional work: 1) who requested the work, 2) who approved flee work,, 3) date of work, 4) who performed the work, 5) time in and out and 6) total of exact hours worked. The Consultant shall forfeit and will not receive payment for work performed and billed to City more than sixty (60) calendar days after performance of work. VI. Personnel Ronald C. Thomson, P.E. shall serve as Project Manger and single point of contact for the City. The City shall reserve the right of refusing personnel assigned to a project by the Consultant. VII. Reports Consultant shall provide City with written reports on test results within 3 working days after completion of test results. Tests are to be e-mailed to City staff who have requested the services or faxed to FAX number provided by such staff as final test results are available. Page 21 Twa Party: Jgreernent benceen Cin' ¢f C7rnla {'ista arv( Kleinfefder r¢ pra•ide ¢n on-eal(Gearechnieal, Sturm 3{'¢ter bl¢nitaring, Ala(eriafs Testing & Specia(Inspe¢ti¢a Cmauhing Serri¢ei Q `•Enginecring~Gevmch Co~uhanl dDf 3 Co~Wmnis4l~+ecmems'.IUeinfclder lgreement Pinnl.doc 7-111 VIII. Conflict of Interest Consultant shall not retain clients who aze doing work under permits or contractual agreement with the City of Chula Vista unless otherwise approved in writing by the City Engineer. LY. Work not listed in schedule If an occasion arise whereby the City requests work to be done which is not listed in this schedule, the price of providing this work shall be negotiated in good faith between the City and Consultant. The negotiated price(s) shall not exceed the Schedule of charges labeled as Attachment "A"; Schedule of Fees-Hourly Rates and Attaclunent `B"; Materials Testing Services Fee Schedule attached to this .agreement between the City and Consultant. B. Date for Commencement of Consultant Services: (X) Swine as Effective Date of Agreement ()Other: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No. 1: Deliverable No. Z: Deliverable No. 3: D. Date for completion of all Consultant services This agreement will be valid through Sanuarv 08. 2016. It is anticipated that the type of services required will remain constant, but the frequency and/or atnount will vary from yeaz to yeaz. City has the option to extend this agreement for up to two additional years. Said extension shall be mutual agreement between the City and Consultant without going through the City's Consultant selection process as outlined in the City's Municipal Code. The City Contract administrator shall give notice of election to extend this agreement by sending notice letter to Consultant not later than two mouths prior to expiration of the term. 9. Materials Required to be Supplied by City to Consultant: I~TOne Page 22 A~ o Parry:Igraemertr bemren Cim ojChu/a Yirm and Kfeinfelder ro provide an on-ca/f Gealechnical, Srorm {barer hfoniforing, b/a(erials Testing & Special Lrspeclion Caresulring Sen~ices Q^.Eoginccrine'GcocccM1 Consuhani?013 Consulrancsl4memenis\R@infddcr Ayrccmem Pinal.doc 7-112 10. Compensation: A. ()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: Mi]estone or Event or Deliverable Amouni or Percent of Fixed Fee () 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage. of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for drat phase. Percentage of completion of a plrase shall be assessed in the sole and unfettered discretion by the Contracts Administrator desia sated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase has been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. () Plrased 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 flee aznounts and at the tirnes or milestones or Deliverables set forth. Consultant shall not cornrnence Services under any Phase, and shall not be entitled to the compensation for a Plrase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 3. Fee for Said Phase Page ?3 Tv~a Pm~n•:Igreement between Citr ofClnda Visor m+d Klei+felder m proride an on-ml! Geolechnical. Storm {{'mgr hlaniroring, ,tlaterials Testing d Specia(Lupectian Cartcufting Seniors Q9Enginecnn~ Geo¢eh Cmuultan@OI3 Consulmn~s~.4geccmcros'l:leinfdder Agreement Fiwl.doc payable as follows: 7-113 () 1. Interim Mondily Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each ~ ven phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 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 basis of payment. C. (X) Hourly 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 Attachment "A"; Schedule of Fees-Hourly Rates and Attaclunent "B"; Materials Testing Services Fee Schedule attached herein and 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 matetials 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 titne as Consultant shall have incurred time and materials equal to $750,000 (Authorization Limit), Consultant shall not be entitled to any additional compensation without further authorization issued in wz-iting and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. See Attachment "A" for Personnel Fees-Hourly Rates and Attachment "B' ; for Materials Testing Services Fee Schedule ( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay in providing services is caused by City. Page 24 Rco Pm~tv:Igreemey benceen Ctrr of Chula I'ism and Aleirfelder m praride an on-cull GeotecLniml. Slorm 11$ter h9oniroring, D4alerials Teslirg S Special Lupeaimr Cartsulrurg Sen~ices Q:\EnginceriuS~Gco~ec4 Consultam_i°I3 Consulunlx`.Aercemenu\Kleinfcldcr Agrcement Final.doc 7-114 11. Materials Reimbursement Arrangement For ilte 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: ONone, the compensation includes all costs. () Reports, not to exceed $ () Copies, not to exceed $ (X) Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Outside Services: (X) Other Actual Identifiable Direct Costs: Vehicle & Mileaee ,not to exceed $ not to exceed $ 12. Contract Administrators: City: Boushra Salem, P.E. Senior Civil Engineer, Public Works Engineering 476 Fourth Ave, Building 200 Chula Vista, CA 91910 Telephone No.: (619) 691-5040 Fax No.: (619) 691-5171 Consultant: Ronald C. Thomson, P.E. HIeinfelder West, Inc. 5015 Shoreham place San Diego, CA 921232 Telephone No.: (858) 278-3600 Fax No.: (858) 278-5300 13. Liquidated Damages Rate: () $ per day. ()Other: Cost or Rate $ 55/1tr $ $ $ $ $~0/dav $ 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): Page 25 Rro Parn•:Igreemerrf between Cim oJCln<!a Pism and Klcir felrfer ro provide an an-call Geomclmical, Sram lI'ater p/oniraing. Materials Tes(ing E Special Inspec(iar Consulting Sen~ices Q ~.EngincerinS~Gmtec6 Coasutnan[SOI3 Coamlunts`ACreanrnls'J:Icinfdder Ayrcemenl FviaLdoe 7-115 (X)Not Applicable. Not an FPPC Filer. O FPPC Filer () Category No. 1. Investments, sources of income and business interests. OCategory No. 2. Interests in real property. OCategory No. 3. Investments, business positions, interests in real property, and sources of income subject to the regulatory, pennit or licensing authority of the department administering this Agreement. ()Category No. 4. Itvestments and business positions in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. OCategory No. 5. Investments and business positions in business entities and sources of income that, within the past two years, have tontracted 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 yeazs, have contracted with the department administering this Agreement to provide services, supplies, materials, machinery or equipment. ()List Consultant Associates interests in real property within 2 radial miles of Project Property, if any: 15. ()Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: None Page 26 Tco Parn• a~reerree+nr Genreen Cim of Clnrla Vism anA R/einfelr/er mprm~irle an an-call GeorecLnicaf. Sturm 6 urer Afwiiror-ing, AJarerfaCs Tesring S Special Lupecrion CaauUin~ Services ~l:\fircivecrine?Gcomch ConsvltantL013 GOILa1111as~4 ~neements`~.Kleinfdtla Ayrcemenl Final.doc 7-116 ] 7. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: (X) Monthly ( ).Quarterly OOther: - B. Day of the Period for submission of Consultant's Billing: ()First of the Month () 15th Day of each Month (X) End of the Month ()Other: C. City's Account Number: ] 8. Security for Performance ()Performance Bond, $ ()Letter of Credit, $ OOther Security: Type: Amount: $ (X)Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: (X) Retention Percentage: 10 ( )Retention Amount: $ Retention Release Event: ( )Completion of All Consultant Services (X) Other: Completion of all Consultant Services for each City Proiect ( ) Ofl~er: The Retention Amount may be released on a monthly basis provided that Consultant has performed said monthly services to the sole satisfaction of the Assistant City Manager/Director ofDevelopment Services or his designee. Attachment List to Exhibit A (X) Attachment "A" (X) Attaclunent "B" Page 27 Rr° Parm: igreemenr ben. een City of CGule Piam and Kleir felAer to prm•ide an on-call GeotechnicaL Sturm II'aler Af°niroring. Natena(s Telling S Special !ru'peaion CavuGing Senices Q?F.neinmring~Gcoledi Comulmni1013 Co~suAmu\A~ nnen6\Kleinkldcr Agrccmau Final.doe 7-117 ~~~ l"~ ~ 6699 PERSONNEL HOURLY RATES F'EE SCHEDULE TO EXHIBYT A of the Agreement between City of Chula Vista and HIeinfelder West, Inc. 7-118 ATTACHMENT "A" PERSONNEL HOURLY RATES FEE SCHEDULE (NON-PREVAILING WAGE RATES) ENGINEERS, GEOLOGISTS AND SCIENTISTS PERSONNEL Hourly Rate Princi al En ineer/Geolo istlEnvirorunental Scientist $175 Senior En 'neer/Geolo 'st/Environmental Scientist $165 Pro'ect En ineer/Geolo isUEnvironmental Scienfist $155 Senior Staff Engineer/Geolo st/Environmental Scientist $145 Staff En 'veer/Geolo sts/Environmental Scientist $135 List an Others TECHNICAL AND SUPPORT PERSONNEL Hourl Rate S ecial Re istered Ins ector - $65 Certified Weldin Ins ector/UT Ins ector $70 Soils Technician $70 Materials Technician $60 Storm Water Sampling and Testin Technician $75 Coring Technician- Concrete, Asphalt (Inc. Core Equipment and Truck) $175* Word Processor $45 Draftsperson/CADD $55 *For cost savings and safety, coring is preferred to be subcontracted to a commercial toxin tom an List an Others OTHER CHARGES/Miscellaneous Hourl Rate Overtime & Saturda Rate 1.35 times regulaz hourly rate Travel $55/lir E ui ment & Materials $20/da vehicle & milea e List any Others All services charged portal-to-portal when a licable ~-119 ~~~~~ ~l'~ ~ 6G99 1VIATEItIALS TESTING SERVICES FEE SCIIEDITi,E TO EXFII~IT A of the Agreement beriveen City of Chula Vista and ]Kleinfelder West, Inc. 7-120 ATTACHMENT "B" MATERIALS TESTING SERVICES FEE SCHEDULE PRIMARY TEST/NAME Test ID Fee Per Each Test Tests Performed in the Firm's Laborator Tests Performed by Outside Laboratory CONCRETE MATERIAL TESTING Compression Test, 6x12cy1inder ASTMC39 $20 X Compression Test, Core'(excluding sample re aration ASTMC42 $20 X Compression Test, Shotcrete panel core (3 ASTMC42 cores per panel). Per panel $120 X Concrete Mix Design Review $100 X Concrete Mix Design Verification (excluding aggregate tests $800 X Saw cutting of Sample $20 X MASONRY MATERIAL TESTING Compression Test, Block (8x8x16 or smaller), Per 3 unit set ASTM C67 $150 X Compression Test, Mortar, 2x4 cylinder (UBC) ASTMC140 $20 X Compression Test, Grout (UBC) UBC 21-16 $20 X Compression Test, Core $20 X Compression Test, Shear $50 X Masonry Prism, Full Size (8x 16x 16), each ASTM CI314 $60 X Masonry Prism, Half Size (8x16x8), each ASTM CI314 $40 X Conformance Package (including all testing and Re ort, 6 units ASTM C90 $1,500 X AGGREGATE MATERIAL TESTING Sieve Analysis, Coarse Aggregate ASTM C136 $100 X Sieve Analysis, Fine Aggregate ASTMC!36 $120 X Specific Gravity, Coarse Aggregate, ASTM CI27 $60 X Specific Gravity, Fine Aggregate , pH & Resistivity, each ASTM CI28 $215 X ASPHALT CONCRETE MATERIAL TESTING Stability Test- Marshall, ave of 3, unit weight &flow ASTMDI559 $360 X Asphalt Concrete Mix Review $100 X Asphalt Concrete Mix Design Laboratory Verification remixed sam le $800 7-121 PRIMARY TEST/NAME Test ID Fee Per Each Test Tests Performed in the Firm's Labd~ator Tests Performed by Outside Laboratory Unit Weight Requiring Compaction, (Marshall) ASTMD1559, T245 $175 X FULL DEPTH RECLAMATION SUBGRADES TESTING Wetting & Drying compacted soil cement mixtures 559 ASTM D559-03 $500 X Freezing and Thawing compacted soil cement mixtures 560 ASTM D560-03 $500 X Moisture Densit test for Soil Cement ASTM D558 $210 X Standard Test Method for Resistance R-Value and Ex ansion Pressure of Com acted Soils ASTM D2844-94 $250 X Standard Test Method for Unconfined Compressive Stren th of Com acted Soil ASTM D5102-96 -$135 X Observing Micro-Cracking operations and performing stiffness testing of the CTS materials using a Geo au e. Cost + markup X GEOTECHNICAL MATERIAL TESTING Shear Tests (single point) ASTMD3080 $100 X Consolidation Tests ASTMD2435, CT219 $250 X Moisture-Density ASTMD2216 $30 X C.B.R. Tests (Includes Compaction Test) ASTMD1883 $600 X Lime Treated CBR ASTMD1883 $850 X R-Value (Lime Treated) ASTMD2844, CA TEST301• $300 X Mechanical Analyses- Sieve Test ASTMC!36 $120 X Mechanical Analyses- Hydrometer Test ASTM D421 /ASTMD422 $165 Y. Sand Equivalent ASTM D2419 $100 X Plasticity Index ASTMD43!8 $150 X Expansion Index ASTMD4829 $150 X Specific Gravity ASTMD854 $60 X Unconfined Compression $100 X Triaxial Tests- Std. Test, undrained, unconsolidated $500 X Triaxial Tests- Effective Stress Test $750 X Remolded Samples (Preparation) $50 X Corosivity Tests (Sulfate, Chloride, pH, min. resistivity) $200 X LABORATORY METAL SERVICES- MECHANICAL TESTING 7-122 PRIMARY TEST/NAME Test ID Fee Per Tests Tests Each Test Performed Performed in the by Outside Firm's Laboratory Laborato Mechanical Coupler Testing (Tensile, Yield, Slippage & $200 X Sam le Pre aration ,each Tensile Testing up to No. 11 Bar (ultimate strength $85 X onl ,each Tensile Testing No. 14 Bar (ultimate strength only), $125 X each Tensile Testing No. 18 Bar (ultimate strength only), $140 X each Tensile Testing (ultimate strength only), Flat Bar $100 X Reduced Section, each Tensile Testing (ultimate strength only), Round Bar $120 X Reduced Section 0.505" Diameter, each Tensile Testing (ultimate strength only), Round Bar $120 X Reduced Section, sub-size, each Tensile Testing (ultimate strength only), Yield Strength $140 X Testin b extensometer ,each Tensile, Full Section Tube, each $250 X Bend Test, each $40 X Fillet Weld Break Test, each $120 X Charpy Impact: Ambient Temperature, per set Of 3 $300 X Charpy Impact: Ambient- 40'F, per set of 3 $300 X Charpy Impact: -41'Fto-100'F $300 X Charpy Individual Specimens for Transition Curve Cost + X Marku Additional Charge for Reporting Percent Shear, per set $0 X Additional Charge for Reporting Mils Lateral $0 X Ex ansion, er set Rockwell Hardness, per set of 3 ASTM E-18 $90 X Sample Preparation (as required) $30 X Bearing Pad Tests Cost + X Marku S ecial Tests LABORATORY METAL SERVICES- MACHINING Charpy Impact Specimens, Carbon Steel, per set of 3 $75 X Charpy Impact Specimens, Carbon Steel, Sub- Size, $75 X er set of3 Charpy Impact Specimens, Other Materials, per set of $75 X 3 Charpy Impact Specimens, Other Materials, Sub-Size, $75 X er set of 3 7-123 PRIMARY TEST/NAME Test ID Fee Per Each Test Tests Performed in the Firm's Laborator Tests Performed by Outside Laboratory Carbon Steel, Flat Bar Reduced Section, each $75 X Carbon Steel, Round Bar 0.505" Diameter, each $75 X Carbon Steel, Round Bar Sub-Size, each Otl1 er Materials, Flat Bar Reduced Section, each $75 X Other Materials, Round Bar 0.505" Diameter, each $75 X Other Materials, Round Bar Sub-Size, each $75 X Macro Specimens, Carbon Steel, each $75 X Macro Specimens, Other Materials, each $75 X General Machinin Char e, er hour $75 X LABORATORY METAL SERVICES- HIGH STRENGTH BOLT TESTING Hardness (Bolt, Washer, Nut), each A-370 $30 X Bolt Assembly Standard Wedge, each $35 X Bolt Proof testin ,each $35 X ASTM TESTING METHODS Fine Sieve Analysis with 200 Wash ASTM CII7 $100 X Sieve Analysis of Fine and Coarse Aggregate ASTMC136 $150 X Compressive Strength- Concrete Cylinder (Set of Three) ASTMC39 $60 X Compaction Characteristics of Soil Using the Modified Proctor Method ASTM DI557 $190. X Maximum Specific Gravity and Density of Bituminous Pavin Mixtures ASTMD2041 $145 X Extraction of Bitumen from Bituminous Paving Mixtures ASTM D2172 $150 X Sand Equivalent Value of Soils and Fine Aggregates ASTM D2419 $100 X Specific Gravity and Density of Compacted Bituminous Pavin Mixtures ASTMD2726 $30 X Consistency Test and Wet Track Abrasion Test ASTM D3910 $150 X Abrasion and Impact in the L.A. Machine ASTM CI31 $175 X Potential Reactivity of Aggregate ASTMC289 $700 X Organic Impurities in Fine Concrete Aggregates ASTMC40 $60 X Testing Drilled Concrete Cores (Compression Test Onl Set of3 ASTMC42 $60 X 7-124 PRIMARY TEST/NAME Test ID Fee Per Each Test Tests Performed in the Firm's Laborator Tests Performed by Outside Laboratory Flexural Strength of Concrete ASTM C78 $60 X Soundness of Aggregates by Use of Sulfates ASTMC88 $140/size X Particle-Size Analysis of Soils ASTMD422 $165 X Caltrans Testing Methods Sieve Analysis of Fine and Coarse Aggregates CA TEST 202 $150 X Relative Compaction of Untreated and Treated Soils and A regates CA TEST 216 $190 X Sand Equivalent CATEST217 $100 X Moisture Content in Soils by Oven Drying CA TEST226 $0 X "R" Value of Soils by Stabilometer CA TEST 301 $250 X Preparation of Bituminous Mixtures for Testing (Built into Hourl Rate) CA TEST 304 $30 X Moisture Vapor Susceptibility of Bituminous Mixtures CA TEST 307 $200 X Specifc Gravity and Weight of Compressed Bituminous Mixtures CA TEST308 $30 X Design and Testing of Class "A" Cement Treated Base (Complete CTB Design, including laboratory conformance testin of a re ates CA TEST 312 $1,200 X Stabilometer Value of Bituminous Mixtures CA TEST 366 $300- X Recommendin O timum Bitumen Content OBC CP. TEST 367 $5,000 X In-Place Density and Relative Compaction of Asphalt Concrete Pavement (Built into Hourl Rate CA TEST375 $0 X Asphalt Content of Bituminous Mixtures CA TEST 379 $150 X Compressive Strength of Molded Concrete Cylinders CA TEST 52! $20 X Mixing, Staring, and Handling Concrete Compressive Stren th Specimens in the Field Built into Hourl Rate) CA TEST 540 $0 X Percentage of Crushed Particles CA TEST 205 $100 X Abrasion of Coarse (500 Revolutions) Aggregate - L.A. Rattler (1,000 Revolutions) CA TEST 211 $150/ $175 X Organic Impurities in Concrete Sand CA TEST 213 $60 X Soundness of Aggregates by Use of Sodium Sulfate CA TEST 214 $140/size X Evaluating Cleanness of Coarse Aggregates CA TEST227 $125 X 7-125 PRIMARY TEST/NAME Test ID Fee Per Tests Tests Each Test Performed Performed in the by Outside Firm's Laboratory Laborator Test for Durability Index CA TEST 229 $110 X Determination of Moisture in Soils, Minerals Aggregates, and Bituminous Mixtures by Xylene Reflux CA TEST 311 $200 X Distillation STORM WATER Total Dissolved Solids (TDS) SM 2540 C 20 X Specific Conductivity 120.1 15 X Oil and Grease 1664 HEM -80 X PH SM4500H 15 X +g/g045 Others SM 2510b 15 X 7-126 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 a~ cITY QouNCII~ Z. Googins Attorney Dated: I ~~ AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND NINYO & MOORE GEOTECHNICAL AND ENVIRONMENTAL SCIENCES, INC. TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIALS TESTING AND SPECIAL INSPECTION CONSULTING SERVICES 7-127 Agreement between City of Chula Vista and Ninyo & Moore Geotechnical and Environmental Sciences, Inc to provide an On-Call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services This agreement (Agreement), dated for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A to this Agreement (Exhibit A), Pazagraph 1, is between the City-related entity whose name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose name, business form, place of business and telephone numbers are=indicated on Exhibit A, Pazagraphs 4 through 6, (Consultant); and is made with reference to the following facts: RECITALS WHEREAS, the City has a Capital Improvement Program ("CIP") for various Projects within the City; and WHEREAS; the City has the need for the on-call Geotechnical, Storm Water Monitoring, Materials Testing R Special Inspection Consulting Services during said CIP Projects design and construction phases ;and WHEREAS, a Request for Proposal ("RFP") was issued on August 15, 2012 with a due date of September O5, 2012; and WHEREAS, on said date, the City of Chula Vista received nine (9) proposals from firms interested in providing said consultant services for the City; and WHEREAS, after the City Selection Committee completed their review of the proposals for all nine firms, they selected Ninyo & Moore Geoteclmical and Environmental Sciences, Inc, as one of the four Consultants to provide the services necessary; and WHEREAS, Ninyo & Moore Geotechnical and Environmental Sciences Inc, as an on- call consultant, prior to commencing work on a particulaz CIP Project ("Project") on which the City desires, slrail be issued a task order; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the fime frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligator} Provisions.) Page 1 Tmo Pmn• dereement benreen Citr of Chula Vista and A`inro & hJoore to provide art on-ca!! Geoteclurical, S+orm II'ater hfortitoring. Adaleria4 Testing & Special lupeerion Cor+sutrin~ Srn~ices QhEnSinecrt^S~GeoiecL C^nsulunlQ013 fonsulmnrs'.4erccmenaWinyoBMnorc Acrcemem Fml.dac 7-128 OBLIGATORY PROVISIONS PAGES NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually agree as follows: All of the Recitals above aze incorporated into this Agreement by this reference. ARTICLE T. CONSULTANT'S OBLIGATIONS A. General 1. General Duties. Consultant shall perform all of the services described on Exhibit A, Paragraph 7 (Genera] Duties). ` 2. Scone of Work and Schedule. In performing and delivering file General Duties, Consultant shall also perform the services, and deliver to City the "Deliverables" descnbed in Exhibit A, Paragraph 8, entitled "Scope bf Work and Schedule," according to, and within the time frames set forth in Exhibit A, Pazagraph 8, time being of the essence of this agreement. The General Duties and the work and Deliverables required h~ 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 tYor-h. 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 uz the compensation associated with the reduction. b. Additional Sernices. In addition to perfotming 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 swine on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph IO(C), unless a sepazate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed 3. Standazd of Caze. The Consultant expressly warrants that the work to be performed pursuant to this Agreement, whether Defined Services or Additional Services, shall be performed in accordance with the standaz-d of care ordinarily exercised by members of the profession cun•ently practicing under similar conditions and in similar locations. a. No 1M1'aiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standazds, and liability for damages Page 2 Two parm:hmement benreen City of Gmla Fitm mrd Ninyo d bloom (o proride an on.cc!( Georeclrnicel, Starr !Paler hlartirorirrg, h7ateria(s Terting d Special lupectiorr Cauulting Senaces Qi.Enginecring\Geomch Consu7mn0'01; Comulmntsl4geementsWinyaSMOOre Agreement PinaLdoc 7-129 caused by negligent acts, errors, omissions, noncompliance with industry standazds, or the willful misconduct of the Consultant or its subcontractors. B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the Consultant must comply with the federal or state law and implementing. regulations. No provision of tlris 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 dre 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 temunate this Agreement, or portions of it, expeditiously. 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 subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, the Consultant shall ensure that the subcontractor tames out the Consultant's responsibilities as set forth in this Agreement. C. Insurance General. Consultant must grocure and maintain, during the period of performance of this Agreement, and for twelve months after completion, policies of insurance from insurance companies to protect against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under this Agreement and the results of that work by the Consultant, his agents, representatives, employees or subcontractors, and provide documentation of same prior to commencement of work. 2. Minimum Scone of Insurance. Coverage must be at least as broad as: a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence Fomi CG0001). b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). c. Fi~C. 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. Page 3 Tivo Partn.lgreemenr benreen Cin~ ojCluda 1'irra and Nim~o S dtoor'e fa proeide an an-call Georecbnical. Storm fi'aler daoniraiirg. Afalerials Testing & Special laspeerion Consnlriag Sendrer Q:1Eneincerin_~Gcmcdt Consulmnf?o17 Ca~uulmms4lcrcemcmaW inyaRMOOre Aerecmcnt rinal.doc 7-130 3. Minimum Limits of Insurance. Consultant must maintain limits no less than those included in the table below: i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury, (Including (including death), and property damage. If Cornmercia] General operations, Liability insurance with a general aggregate limit is used, either products and the general aggregate limit must apply separately to this completed ProjecUlocation or the general aggregate limit must be twice the operations, as required occurrence limit a licable) ii. Automobile $1,000,000 per accident for bodily injury, including death, and Liability: property damage. iii. Workers' Statutory - - Compensation $1,000,000 each accident Employer's $1,000,000 disease-policy limit Liabili $1,000,000 disease-each em loyee iv. Professional $1,000,000 each occurrence ' Liability or Errors & Omissions Liability: 4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declazed 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 guazanteeing payment of losses and related investigations, claim administration, and defense exgenses. 5. Other Insurance Pro~risions. 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. Additior:al b:strl~eds. 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 coverage. Page 4 Tvo Purrydgreement bene¢en Cirn of Clrsrla Yura mrd Nigvo d Afoor¢ to praviAe an an-call Geoteclmi¢al. Srarni IYacer Afanitorirtg, Afar¢rials Tesrin~ & Special Inspeniwr Comuhing Sen•ires Q:\Eneincenny~Gcomch CortsulmnY~013 ConsWramsNtrecmcnls'~NinyodMaare.4tTCnmem Fiwl.doc 7-131 b. Prinlmy Lrstn•ance. 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 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. Actire Negligence. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insureds in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. e. A'aiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage for the tenn required by tlris 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 Ageement. b. Mair:terrance arLd 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 ca~rceled 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. Acce>?tability of Insurers. Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a cun-ent 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. Page 5 Tca Pm~rv.dgreernem benreen Cirr afChulo Vitro anANimo S Afow'e ro pro+ide an ontarl Geotecknieal. Sronn {t'arer.ti/onitoring. AAarer'ials Testing & Special LupeaionCautu(ring Sen•icet Q:\Ln_invcrinS\GemeeL Consulmnl~?013 CvusullantsWgrecmentsMivyvfiAfoorc .4uccmcnt FiwLdoe 7-132 8. Verification of Coveraee. Consultant shall furnish the City arith original certificates and amendatory endorsements effecting coverage required by Section LC. of this Agreement. The endorsements should be on insurance industry forms, pro~rided those endorsements or policies conform to the requirements of this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. 9. Subcontractors. Consultant must include all subconsultants as insureds under its policies or furnish sepazate certificates and endorsements for each subconsultant. All coverage for subconsultants is subject to all of the requirements included in these specifications. 10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not be construed to limit the Consultant's obligations under this Agreement, including Indemnity. D. Security for Performance Performance Bond. In the event that Exhibit A, at Paragraph 18; indicates the need for Consultant to provide a Performance Bond (indicated by a check mazk 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, Pazagraph 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, httn~//n~~w fms.treas.eov1c570, 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 bylaws 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 subpazagraph 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 teens 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, Pazagraph 18. 3. Other Security. In the event that Exhibit A, at Pazagraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit Page 6 Tvo Party d~reement Lemreen City of Chula I'ism and Aima & hloore m prm~ide an on-calf Geotec/micaj Stone fraler Afwritorinq. hform~iah Tesrirg S Specia(Gtspecrion Causultina Semites Q:\Enpineering'.Geo¢ch Cnnsuhan02013 Consulmnu~A~~eemen¢1Ninyo.CMoorc ngreemem Finnl.doc 7-133 (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 Attamey. E. Business License. Consultant agrees to obtain a business license from the City and to otherwise cornply with Title 5 of the Chula Vista Municipal Code. ARTICLE II. CITY OBLIGATIONS A. Consultation and Cooperation. City shall regulazly 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, tluoughout the tear of this Agreement. In addition, City agrees to provide the materials identified at Exhibit A, Pazagraph 9, with the understanding that delay in the provision of those materials beyond thirty days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance. B. Compensation. Followine Receipt of Billine. 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, Pazagraph 10, adjacent to the governing compensation relationslip 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 packet expenses as provided in Exhibit A, Pazagraph 11. 2. Suouortine Information. Any billing submitted by Consultant shall contain sufficient information as to the propriety of the billing, including properly executed payrol]s, time records, invoices, contracts, or vouchers describing in detail the nature of the chazges 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 chazged upon making such payment. 3. Exclusions. In determining the amount of the compensation City will exclude any cost: 1) incuaed 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 Page 7 Frro Parro Agrecmenr benveeu Ciro of CGufo 4ss'm and Ninvo S Atom'e m provide an on•col! GeomcLnital. Sturm SI'arer Afonirorin„ hfarerialr Tenting d Special Lrspecrion Cmauttin~ Senices Q:~Eneineering~Geomch Co~uhanD'_01? ConsulmntslAy~ucmen~s'JJimo&Moom .45rcemem Fin9.doc 7-134 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 pazagraph is intended to limit City's rights under other provisions of this A~ eement. 4. PaYrnent Noi Final A~uroval. 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 fire terms of the Agreement. The Consultant acknowledges that City will not make a final detemvnation 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 detemunes that the Consultant is not entitled to receive any portion of the compensation due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant agrees that Project closeout will not alter the Consultant's responsibility to return any funds due City as a result of later refunds, corrections, or other similaz transactions; nor will Project closeout alter the right of City to disalloVo costs and recover funds provided for the Project on the basis 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 1. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Pazagraph 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 grovisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as aze specified in Parap aph 14 of Exhibit A, or if none aze specified, then as determined by the City Attorney. 2. No Participation in Decision. Regazdless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation 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 Consultants economic interests, as the term is used Page S 7vo Parro Agreement benoeen Cin~ of Clnda 12r(a m+d Nimw d ,ifoore !o provide an on-cnfl Geamclrnicd. Storm {Paler htm+irm~ing, Sfaterials Telling & Specia(Lupeetion CoruvUing Services Q:\£npincering\Gcordi Consu7mnC'_OI3 Cartsultants;AymecmentsW inyo$~ioore Agreement Final.doc 7-135 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 u~th Consultant's duties under this Agreement. 4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant willVnot acquire, obtain, or assume an economic interest during the term of this Agreerent which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. Duty to Advise of Conflictine 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 Teams 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 maybe 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, Pazagraph 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 Tenn 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 montlrs after the expiration of this Agreement, except with the written permission of City. d. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. N. LIQUIDATED DAMAGES A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph li. Page 9 Tro Partn Agreement 6enreen Ciro of CLrJ¢ 14sm and Ninvo & bloare m pror~iAe an ao-mll Geote<hnical, Sturm R'aler hfoniroring. dfarenals resting & Speciallrupecrion Catmfring Semites Qi~EnSineering~Geolech Consulbnf201? ConsWtana~AC+tcmcnts~Ninyod~.MOOm Aprtenunl FinaLdot 7-136 1. Esrimatins Damages. 1t is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. 2. Amount of Penaltv. 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). 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 titne of the prevention or delay. In the event Consultant claims the existence of such a delay, the Consultant shall nofify 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 tivill 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 Reouirement. 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 Consultant, 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 maybe amended from time to time, Page 10 Two Pm~n~:Igreen,ent between Cim of Cfnda Visre and Ninvo & h~foora m proride an on-call GeotecLuicel Strom I{'aler A~Imiirorin„ A/alerials Totting & Specie! Irttpectian ConsuGntg Semicer Q:\Enpincerin~\Gmmd~ Consultan01013 CansulmnLS~A~cemenaW inyofiMoom Agecement Finai.doe 7-137 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, recldessness, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of Consultant's services. Consultant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the sole negligence, active negligence or willful misconduct of the City, its agents, officers or etployees. This section in no way alters, affects or modifies the Consultant's obligations and duties under this Agreement. 3. Costs of Defense and Awazd. 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 A1. 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 A2. 4. Insurance Proceeds. Consultazzt'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 declazation 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, Ciry shall have the right to terminate this Agreement by givurg 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 materiais prepared by Consultant silatl, at the option of the City; become the property of the City, and Consultant shall be entitled to receive just and equitable compensation, in azi amount not to exceed that payable under this Agreement and Page 11 T» •a Pann agreement bencert Cirv olC<uJo fora and Ninro & Afoorr to prmide mi on-ca!! GeorecLnical. Smnn IParer,lfonitoring. Alateria(s Testing d Special Irupenion Cauu(ting Sen~ices QP~.Enginecriv_c:Geome6 Conrvlun6?013 ConmiuntslAr2cemm~¢`7iinyro$MOOrt Aercemcnl PinaLtloc 7-138 less any damages caused City by Consultant's breach, for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination,. B. Terminatoon of Agreement for Convenience of City. City may temvnate 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 pazagraph, Consultant shall be entitled to receive just and equitable compensation, in an amount not to exceed drat payable under this Agreement, for any saflsfactory 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) yeazs 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 applicable. B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the City may require. The Consultant also agrees to obtain any other audits required by City. Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit costs are allowable Project costs. C. Project Closeout Project closeout occurs 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 Page 12 Two Pam' Agreement benreen Cirv olCfnJo I isra and Ninvo d Adoare to pro+'id¢ an on-tall GeorzcGnicaG Smrnr IYater A~forriforing, dfaterials Testing d Speciallrtspeetion Cansuhing Seniors (1:1FneinecnngtGcamd+Cmuulmntl?0t3 ConsulunG~Ae~recmcrosWinyoBMoom A~ement Final.doc 7-139 invalidate any continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification from City ARTICLE IX. MISCELLANEOUS PROVISIONS A. Assignability. The services of Consultant aze 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. 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, copyriglrts or patent rights by Consultazrt in the United States or in any other country without flee 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 raider 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 aze, for all purposes under this Agreement, independent contractors and shall not be deemed to be employees of City, and none of them shat] be entitled to any benefits to which City employees aze entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regazd to them. 1. Actions on Behalf of Citv. 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 Oblieations to Third Parties. In connection with flee Project, Consultant agrees and shall require that it's agents, employees, subcontractors agree that City shall not be responsible for any obligations or liabilities to any third party, including its agents, Page 13 r~r~a Parh~agreenrenl Gen+~een Cirv afChula 1'ESm and Ninoo d Aloore /o prm•ide an mo-cal(Ceorechnical, Slonn Il'a(er Afonitoring. h4oferials Testing 5 Special Lupecuon Consultircg Sen•ices Q?Eneinccnng\Gco1c[L Consvlmn@013 ConsulmntsNemcmenctil~inyoStfoorc Agrecmcnt FiruLdo[ 7-140 employees, subcontractors, or other person or entity drat 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 azid filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. E. Administration of Contract. Each party designates the individuals (Contract Administrators) indicated on Exhibit A, Pazagraph 12, as that party's contract administrator wlro is authorized by the party to represent it in the routine administration of this Agreement. F. Term. This Agreement shall terminate when the parties have complied with all executory provisions hereof. G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation; it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. H. Statement of Costs. In the event that Consultant prepazes a report or document, or participates in the prepazation of a report or document in perfornung the Defined Services, Consultant shall include, or cause the inclusion of, in the report or document, a statement of the numbers and cost in dollaz amounts of all contracts and subcontracts relating to the preparation of the report or document I. Consultant is Real Estate Brolter andlor 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 Consultant, nor its principals are licensed real estate brokers or salespersons. 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 tlus 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 Page 14 Tura Pprrv Agreement benreen Cin• of Cliula Pista and Nim~o d hfaore ro praride an on-cal! Genteclmical, Storm (Pater Alanitoring. Alaterials Testing & Specia!lnspeclion Corers/(ing Servicrs - Q:1Enyincnin~ GrotecFi CoNUllanP101? ComulbntslA_reemunlaWiMnSMUO,c A6mement Fiwl.doc 7-141 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 ail necessary resolutions or other actions have been taken so as to enable it to enter into this Agreement. M. Governing Law/Venue_ This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action 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 15 Two PmtY.loreernen( Len+'ecrt Ciro ojChuln f'ism aed N"nn•o & d9oore (o pr'm•ide an on-cal! Geoleclurical, Sturm It'arer hfoniPorin„ 11a(eriaG Tes+lna S Special lmprcrion Consdrin~ Sen•ices Q^.Enginecnny~GcomcL Consulmnl`207 i Coasulmn¢`Aeiuemems\NinyokMoorc Agmement Final.doc 7-142 Signature Page to Agreement beriveen City of Chula Vista and Ninyo & Moore Geotechnical and Environmental Sciences, Inc to provide an On-Call Geotechnical, Storm Water Monitoring, Materials Testing & Special Inspection Consulting Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement, indicating that they have read and understood same, and indicate their full and co>nplete consent to its terms: Dated: Attest: Domia Norris, City Clerk Approved as to form: Glen R. Googins, City Attorney Dated: City of Chula Vista By: Cheryl Cox, Mayor Ninyo & Moore Geotechnical and Environmental Sc' nc nc BY:~~~~. Mark Cuthbert, P.E. Principal Engineer By: Exhibit List to Agreement (X) Exhibit A Page 16 Tv~o Porrv agreement Genceen Cirv ofGruln P7sm and Ninyo @ Aioore to pro+•idr an on-calf Geomdmicel. Storn+ IS'ater Alaritoring. Afaterie& Testing & Specie! ftsspection Caruulting Services Q:\EneinccringtGco[cctl Consulmn0.013 Conmlmn~tNmccmen6WinyoSMOOm Aerccmcnt FimLdoc 7-143 EXIIIIrT 1~ to Agreement behveen Cirir of Chnla Vista and Ninvo & Nloore Geotechnical and )environmental Sciences, Inc to provide an On-Call Geotechnical, Storm Wafer ArIonitoring, Materials Testing S Special Inspection Consulting Services 1. Effective Date: The Agreement shall take e8ect upon full execution of the Agreement. as of the effective date stated on page ] of the Agreement 2. Cih-Related Entity: (~) City of Chula Vista. a municipal chartered corporation of the State of California ( )The Chula Vista Public Financing Authority, a ( }The Chula Vista Industrial Development Autha'it}+, a ( )Other: (City} 3. Place of Business for City: Cirir of Chula Vista 276 Fourth Avenue Chula Vista. CA 91910 4. Consultant: a [insert business form] Nimro c@ Moore Geotechnical and Environmental Sciences. Inc. 5710 Ruffin Road San Die~~o. CA 921'_3 ~. Business Form of Consultant: ( )Sole Proprietorship ( }Partnership (X} Corporation Pane 17 Trru Pnrn'de+rrrncul G:nrr:u Ciro n(Chrdn 1 isnr and \'inrn rP .Ilunr. m penrid: on nn-call Gto¢•cLnicn(. Cromr II i+ra'r .llnnilnnng. .Valrn,rLc 7rsLrg R Specralln.~y¢: rion C urrsn0im~ .Sen•irrs f'r:En_inrerine.feomrh l'ein'nO:mC.]Ol t 4vurdcnu.,4,Teeinems P1iu~ aCMnvm A_'reernrnl Final.dw 7-144 6. Place of Business, Telephone and Fax Number of Consultant: 5710 Ruffin Road San Diego. C.4 92123 Phone No.: (SSS) 576-1000 Fax No.: (SSS) 576-9600 7. General Duties: Consultant shall provide Geotechnical, Storm Mater Nfonitoring, Materials Testing and Special Inspection Consulting Sen ices for Various Capital Improvement Program ("CIP") Projects during said Projects' design and construction phases. These CIP projects may be horded with local, state, and federal monies. The consultlnt s6~ll provide: A. Materials testing laboratory facilities staffed with personnel qualified to perform sampling and testing of Portland cement concrete, soils, treated soils, cnlshed aggregate base, and bituminous materials, as required. The materials testing laboramnr must have at documented Qualih~ Asswance Program ("QAP") in confot'mance ~>ritlt City of Chula Vista Qualit}' Assurance Pror~ram 2009. The Consultant must provide a copy of the QAP on a yearly basis. B. Geotechnical/soil engineering services Por Cily-horded projects during earthwork construction operations. inch~ding geotechnical/soils engineering observations during site preparation for placement of fill and constntction ofsub-drainage systems. The Consultant may be squired to make recommendations re~u'ding the removal of unsuitable materials for tills and methods of compaction based upon pre~-ious soils/ geoteclmical investigations and upon the ConsultanYS own observations. The number and scope of such projects will vary from year-to-year. C. Persomrel that are experienced in the testing of materials used in the conshvction of public works facilities and familiar with the San Diego Area Regional Standard Drawings, the Green Book, California Building Code and the City of Chula Vista codes. procedures. and regulations are required to satisfy' the requirements of the Consultant contract. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution of non-qualified individuals with qualified persotnlel at any time. Personal assigned to the City of Chula Vista pn~jects shall obtain approval from the City' on an amwal basis. The Consultant's QAP must include procedures and policies in which personnel are certified to perfotvi the materials testing and sampling requested by the Cigr. D. Geotechnical, Stomt Water Monitoring. Aaterials Testing and Special Inspection Consulting Services in response to the City's request at the time and locations as Pal>e I S ! u'u Far'n' dgri nnenl h: nrrin <'ln• of 1'lurlrr I'rsm onr(:Vunxr d~ .llnorr rn prnridt rm nn-nr/1 Graninr¢.rr( Stensn Ilplrcr,t InrrAOrmP, .1lnrrnnAe T.'srolg R~ ~%~e: nr! futp,: rr<nr Cnnsn6igg Srn'ites Q-: EugnrenngC,IcmccL Qnunbmo-.]UI t Cen.ullanls ASmcmm~u~Niay.!S f, k,nm A._rccmm~t Piual.Ja 7-145 detem7ined by the City Engineer. The City shall make request(s) for services with 24 hours notice. E. A doctunented internal laboratory QAP for all required laboratory analyses and procedures. All reference standards and equipment calibrations shall be traceable to the National Institute of Standards and Technology. P. Detailed report of samples collected for the Project. Reports should contain specific information (i.e., laboratory address & name, date of receipt of sample, specific identif er (e.g. log #) for each sample, test times, restrlts, and method of disposal). G. Certified copies of calibration and maintenance records on an annual basis or upon City's request for all instruments and devices to be utilized in field and laboratory analyses in accordance with the Consultant's QAP. H. The Consultant shall maintain copies of all records related to field and laboratory testing performed raider the contract, including original data, reports, and records of field acid laboratory analyses for a minimum of five years from the date of the sample, measurement, report, etc. This period may be extended during the coarse of any unresolved litigation or when requested by the City of Chula Vista. I. Billing forms and procedures used shall be acceptable to the City and shall include all test results reports billed dtrring that period. 8. Scope of Work and Schedule: A. Detailed Scope of Work: L Material Testing The Consutant shall perform the required material testing, soils, sampling and inspection in accordance with test methods and standards established by the American Society for Testing and Materials (ASTM), the State of California Department of Transportation (Caltrans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standard Special Provisions, the San Diego Area Regional Standard Drawings, the City of Chula Vista Design and Consriuction Standards, the Enviromnental Protection Agency (EPA) and Chapter 17 of the cun~ent Califonua Building Code as specified by the City Engineer. Subject to the provisions of Section 10 below, the work shall be paid for on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed in Attaclunent "B"; Materials Testing Services Fee Schedule for each City Project. Page 19 7lvo Party Aa een+ent between Ctt)~ ofChuln Vista and Ninyo & Moore to Yro»ide nn on-call Ceolechnical, S1ornr Wafer Mowltoring Materials Testing & Spenal b+spection Consulting Sernices Q \Engiueering\Geotech Consultantl2013 Consulmnts WgreementsWuiyo&M~re gg~d@ent rinal.doc II. Geotechnical Engineering Consultant shall provide Geotechnieal Engineering services for City projects during earthwork construction operations trat the City Engineer determines lrre necessary to meet finished grades sho~nm on the plans and cross sections. Consultant shall provide Geoteclurical Engineering observation during site preparation for placement of fil3 and construction ofsub-drainage systems. Consultant shall make recommendations regarding the removal of unsuitable materials for fills and methods of compaction based upon previous geotechnical investigations and Consultant's own observations. For tests results trat failed, Consultant shall provide analysis of the failure and a recommendation ofpossible solutions in a signed &stamped report to the City. On tests t7at passed, Consultant shall state so in the signed and stamped report provided to tie City. Said reports shall include the appropriate specifications next to the test results. Consultant's services will be on an as-needed'basis. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing, reports, reports review, storing of specimens and test cylinders, as listed h-f Attachment "B"; Materials Testing Services Fee Schedule for each City Project. III. Storm Water testing Consultant shall provide as-needed storm water sampling and testing at project locations identified by City staff at least 34 hours prior to the required sampling. Consultant shall dispatch a qualified personnel technician to the project site within two hours of the start of a rain event. Sampling and testing shall be conducted during daylight hours and under safe conditions only. This may include weekends and public holidays. Samples of project site runoff shall be taken in accordance with approved protocols and requirements of the 1VPDES Construction General Permit. Samples shall be taken to a laboratory certified by tie California Department of Health Services' Environmental Laboratory Accreditation Program (FLAP) and tested for constituents identified by the City as potential pollutants in tie discharge, in accordance with standards and approved protocols, including chain of custody and quality assurance/quality control requirements. Subject to the provisions in Section 10 below, payment shall be based on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price ger test basis, which shall include all costs such as testng, reports, reports review, storing of specimens and test cylinders, as listed in Attaclunent "B"; Materials Testing Services Fee Schedule for each City Project. Page 20 Two Pam Agreemenf ben,~een Citr ojChula 1 um mid A'inyo S hfom'e ro provide mr mo-call Georechnical. Slomr ii'ahr h7mritonn„ hJaterials Teslurg d Special Inspection Cmrsulting Sernices Q:\Engineering\Geomeb CotuulcinC~0I3 Consulmnts'.A~ncemrnts W inyo3Moore Agreement Fiml.doe 7-147 N. Buildine Special Inspection Consultant shall perform the required building special inspection services as directed by the City in accordance with test methods and standards established by the American Society for Testing and Materials (ASTM), the State of California Department of Transportation (Calhans), Specifications for Public Works Construction (Green Book), the Regional Supplement Amendments, the City of Chula Vista Standazd Special Provisions, the San Diego Area Regional Standard Drawings, the City of Chula Vista Design and Construction Standards, the Environmental Protection Agency (EPA) and Chapter 17 of the current California Building Code as specified by the City Engineer. Subject to the pro~~sions of Secflon 10 below, the work shall be paid for on personnel hourly rates as listed in Attachment "A"; Schedule of Fees-Hourly Rates and unit price per test basis, which shall include all costs such as testing,.reports, reports review, storing of specimens and test cylinders, as listed in Attaclunent `B"; Materials Testing Services Fee Schedule for each City Project. V. Accountine and Billin Consultant shall provide separate bill for each City Project identified. Every bill will list all work performed on project: Bill shall show total amount billed to date for project, payment received and amount due. All work elements shall be itemized, i.e. tests performed, personnel chazges/hours, equipment costs, etc. All re-test shall be identified arid explained on the bill. City shall be billed within four (4) weeks of work performed. Consultant shall only be paid for work done at the request of the City. If additional work is requested by others, Consultant shall obtain written authorization from the City. hi addition, the Consultant shall include on respective bill the following documentation for said additional work: I) who requested the work, 2) who approved the work, 3) date of work, 4) who performed the work, 5) time in and out and 6) total of exact hours worked. The Consultant shall forfeit and will not receive payment for work performed and billed to City more thazr sixty (60) calendaz days after performance of work. VI. Personnel Mr. Mark Cuthbert, P.E. shall serve as Project Manger and single point of contact for the City. The City shall reserve the right of refusing personnel assigned to a project by the Consultant. VII. Reports Consultant shall provide City with written reports on test results within 3 working days after completion of test results. Tests aze to be e-mailed to City staff who have requested the services or faxed to FAX number provided by such staff as final test results Page 21 Tmo Pmnvlgreemem benceen Cirv of Clnda I ista and Nirmo S hfoarr ro pro~dde an on-calf GeolecLnical, Srorm B'alCrAloniroring M1fateriak Terting S Special lnspec+ion Consutring Sen~ices QiSnyineerinS!Gmtcch ConsullaNl9073 Cor~uluncslASrcemems;NinyoSMoorc Amecment Fiwl.tlac 7-148 are available. VIII. ConfIictofInterest Consultant shall not retain clients who are doing work under permits or contractual agreement with the City of Chula Vista unless otherwise approved in writing by the City Engineer. I}{, Work not listed in schedule If an occasion arise whereby the City requests work to be done which is not listed in this schedule, the price of providing this work shall be negotiated in good faith between the City and Consultant. The negotiated price(s) shall not exceed the Schedule of charges labeled as Attachment "A"; Schedule of Fees-Hourly Rates-.and Attaclunent "B"; Materials Testing Services Fee Schedule attached to this agreement between the City and Consultant. B. Date for Commencement of Consultant Services: (?~ Same as Effective Date of Agreement (}Other: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No. 1: Deliverable No. 2: Deliverable No. 3: D. Date for completion of all Consultant services This agreement will be valid through January 08, 2016. It is anticipated that the type of services required will remain constant, but the frequency and/or amount will vary from year to year. City has the option to extend this agreement for up to two additional years. Said extension shall be mutual agreement between the City and Consultant without going tluough the City's Consultant selection process as outlined in the City's Municipal Code. The City Contract administrator shall give notice of election to extend this agreement by sending notice letter to Consultant not later than two months prior to expiration of the term. 9. Materials Required to be Supplied by City to Consultant: None Page 22 Tyco Parm.tgreement benreen Crv of Clnda t'ism and Nimes d bfoore ro prmide an ancal(Geptechniwl, Srom+ {Parer dlonimring, dlaterials Testing & Special bupection Conndting Services Q:\Eny~nrering~Gcoac6 Cvnsulmnt@0li Consuluncsl4~~ccmemsW inyoShloorc Aerccmcnt Fiv,9.dw 7-149 10. Compensation: A. ()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: Milestone or Event or Deliverable payable as follows: Amount or Percent of Fixed Fee O 1. Interim Montlmly 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 pa}nnents made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Pazagraph I9 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. Tlme practice of making interim monthly advances shall not convert this agreement to a time and materials basis of pa}nnent B. ()Phased Fixed Fee Asangernent. For the performance of each phase or portion of time Defined Services by Consultant as are sepazately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the fimes or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be enritled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase 1. 3. Fee for Said Phase Page 23 Two Parry dgreemenr ben+~een Ciro ojChula f'isra and A'igvo d Afoore ro praride an on-call Geoteclrnical, Stonn iI titer bloni+orm„ Adatenafs Testing d Specia77nspectlan Consulting Sereicec Q;\Gginttring+Cromch Con5ulmnC?013 Cortvlwn~s+A~cemcrosW inw&Moorc Aetccmem fi~wLdoc 7-150 O 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of cotpletion basis for eaclt o yen phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retenfion amount or percentage set forth in Pazagraph 18 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back frorn the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided; but in no event shall such interim advance payment be made unless the Consultant shall have represented in writing that said percentage of completion of the phase haS been performed by the Consultant. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. (X)Hourly 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 fords in Attachment "A"; Schedule of Fees-Hourly Rates and Attachment "B"; Materials Testing Services Fee Schedule attached herein and according to fire 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 S including all Materials, and other "reimbursables" (Maximum Compensation). (2) (X) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall hays incurred $me and materials equal to $750,000 (Authorization Limit), Consultant shall not be entitled to azty 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 Attaclunent "A" for Personnel Fees-Hourly Rates and Attachment "B"; for Materials Testing Services Fee Schedule ( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay in providing services is caused by Ciry. Page 24 Rr° ParnvlSreemeN Heprecn Cin• of Clnd° 1'ism and Nnr° S Afoore m prm•ide °n on-call GeoreeGnical, Stomt ll'aler Afonir°nn;, Af°tenals Testing S Special Lupecti°n Consulting Semites QdEnginecrinG~Gcamcb Consullanp_'013 Cons¢Ipnts\4ym:emenBWirryoShtoore \gmemenl rinal.doc 7-151 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X)None, the compensation includes all costs. () Reports, not to exceed $ () Copies, not to exceed $ () Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Outside Services: () Other Actual Identifiable Direct Costs: not to exceed $ not to exceed $ 12. Contract Administrators: City: Boushra Salem, P.E. Senior Civil Engineer, Public Works Engineering 476 Fourth Ave, Building 200 Chula Vista, CA 91910 Telephone No.: (619) 691-5040 Fax No.: (619) 691-5171 Cost or Rate $ $ $ $ Consultant: Mark Cuthbert, P.E. Ninyo & Moore Geoteclrrucal & Environmental Sciences; Inc. 5710 Ruffin Road San Diego, CA 92123-1013 Telephone No.: (858) 57b-1000 tax No.: (858) 576-9600 13. Liquidated Damages Rate: () $- ()Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code (Chula Vista Municipal Code chapter 2.02): Page 2~ ruo Party agreement benceen City ofCGufa Nisra mrd Nirrvo & A9uora ro pro+~ide an on-cafl GeotecLnical, Srorni It'arer Alonicoring, Alarerials resting & Special Lapeetion CansrJring Services QiEnginecrin_c+Gealech Consullan0?073 Cnmuhanss+q p,ecmenesWinyoSASOOrt Agrzemcnl rinal.doe 7-152 (X)1`Tot Applicable. Not an FPPC Filer. O FPPC Filer OCategory No. I. 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 Iicensing 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 tlxe 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 property within ?radial miles of Project Property, if any: 15. ()Consultant is Real Estate Broker andlor Salesman 16. Permitted Subconsultants: None Page 26 Tiro Porm :7greernen! ba+++•een Cim of Cludo !'ista and Nin,~o E Aloore m provide an on-cal! Geotechnicaf, Start IYaler dfonitavg. blarerials Testing & Special fnsPeuion ConsuGing Services Q',En£inccrinS7Gcotcch ConsWunt'1073 Consvllan6V grccnocntsW inyof:Moare Agrecmcnt Final.dx 7-153 i7. BilIProcessing: A. Consultant's Billing to be submitted for the following period of time: (X) Monthly ( )Quarterly OOther: _ B. Day of the Period for submission of Consultant's Billing: O First of the Month () 15th Day of each Month (X) End of the Month ()Other: C. City's Account Number: 18. Security for Performance ()Performance Bond; $ ()Letter of Credit, $ OOther Security: Type: Amount: $ (X) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage' or "Retention Amount" until the City determines that the Retention Release Event, Iisted below, has occurred: (X) Retention Percentage: ] 0 ()Retention Amount: $ Retention Release Event: ( )Completion of All Consultant Services (X) Other: Comnletion of all Consultant Services for each Citv Proiect ( )Other: The Retention Amount may be released on a monthly bans provided that Consultant has performed said monthly services to the sole satisfaction of the Assistant City Manager/Director of Development Services or his designee. Attachment List to Exhibit A (X) Attachment "A" (X) Attachment "B" Page 27 R.~o Partv:)greemerol benreen Cin~ of C/nda Nista mtd Arirrno S Ffoaz to pro~~ide an on-call Geotechnical, Sturm Haler d-fonimring. A4ateriats Testirro & Special /nvpenion Consvlfing Smites Q9EneinecrinF~Geelech ConsulmnfQ0I3 Co~ssullants~ASrccmcmi~Tlin}roS~ioorc ASrccmenl Finnl.doc 7-154 1`rl~ .l. 66,E PERSONNEL HO~2LY RATES FEE SCHEDYJLE TO EXHIBIT A of the Agreement between City of Chula Vista and Ninyo & Moore Geotechnical and Environmental Sciences, Inc 7-155 \«~/ September 5, 2072 -p+frOrrm Proposal No. P-208D9 Pmposal to Provide As-Needed Geotechnical, Stonn Water Monitoring, Materials Testing, and ~~ ySTA Special Inspection Consulting Services ATTACHMENTA SCHEDULE OFFEES- HOURLY RATES (NON -PREVAILING WAGE RATES) oe ~ Principal Engineer/GeclogisVEnvironmental Scientist $139.00 Senior EngineerlGaologistlEnvironmental Scientist $133A0 Project Engineer/GeologistlFsvironmenlal Scientist ~ $iZ3.00 Senior Staff Engineer/Geologist/Environmenlal 5cienttst $1D9.00 Staff EngineerlGeolagisUEnvironmentalScientist $96.00 Senior Project EngineerlGeologisUEnvironmentalScientist - ~ $127.00 ~ •o• • [ Special Registered Inspector $71.00 Certified Welding lnspectorlUT Inspector $71.001$87.00 Soils Technician ~ $71.OD Matedals Technician $71.00 Storm Water Sampling and Testing Technician i $71.00 Coring Technician -Concrete, Asphalt (inc. Care Equipment and Truck) ~ $145.00 Word Processor I $44.00 DraffspersonlCADD ~ $69.00 information Specialist ` $52.OD IS/G1S 8peaalisf $96.00 Field Operations Manager $65.00 SupervisoryTechniaan I $87.00 NondesWctive Examination Technician, UT, MT, LP ; $87.D0 Pull Test Technician and Equipment I $67.00 Senior Fielllll.aboratoryTechniclan $71.00 F1eldlLaboratoryTechnician i $71.00 ACI Concrete Technician $71.00 Concrete/Asphalt Batch Plant Inspector $71.00 Special Inspector, Reinforced Concrete I $71.00 Special Inspector, Pre-stressed Concrete ~ $71,00 Special Inspector, Reinforced Masonry i $71.D0 Special Inspector, SWctural Steel ~ $71.OD Special Inspector, Welding, AWS $71.OD Speaal Inspector, Rreproofing ~ $71.00 Technical IIIusUatorICAD Operator ' $71.D0 GeotechnicallEnvironmental/Laboratory Assistant $53.00 35 ~~9Dl~G ~ ~®®TP~ 7-156 ~~{~/ September 5, 2012 PM~Ii~ Proposal No. P-20809 Proposal to Provide As-Needed Geotechnical, Storm Water Monitoring, Materials Testing, and CHULA VISTA Special Inspection Consulting Services NOTES (Field Services) For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday construction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal construction hours and alt day on Saturdays, Rates at twice the regu- lar rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time for any requested service is 48 hours. Field Technician rates are based on a 2-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8-hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal. The Schedule of Charges ("Schedule") is not based upon any Prevailing Wage Determination or prevailing wage requirement under any federal or state law. In the event that d is determined by any federal, state or local agency, or any appropriate judicial or administrative body, that any of the services performed by Ninyo & Moore for its client's project are subject to the provisions of the California Prevailing Wage Law [Cal. Lab. Code § 1770 et seq.,] ("Code") and that Ninyo & Moore is required to pay a specified prevailing wage rate for all or any portion of such services, client agrees to pay the applicable wage rate differential for any past and future services, being defined as the additional amount that is paid to each applicable employee in' order to comply with the Cade, in addition to an amount of mark-up on the applicable wage rate differential which Is equal to the same mark-up upon which the originally-billed wage rate was calculated, INVOICES Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged on accounts not paid within 60 days. TERMS AND CONDRIONS The terms and conditions of providing our consulting services include our limitation of liability and indemnities as-presented In Ninyo & Moore's Work Authorization and Agreement. 7-1~7 /~/in[J®~//~nore Eape~ien¢ I pmiih 1 t'nmm¢mvn li'A~l'~ G6- 99 MATERIALS TESTING SERVICES FEE SCHEIIITI,E TO EXHIBIT A of the Agreement between City of Chula Vista and Ninyo & Moore Geotechnical and Environmental Sciences, Inc 7-158 \«~/ Septem6er5,2072 syrOeim Proposal No. P-20809 Proposal loProvide As-Needetl Geolechniral, Slonn Water Monitoring, Matedals Testing, and cm of Special inspection Cansulling Services CHlJL4 VISTA 37 ao=..R i aW+. i mmmi~< 7-159 ATTACHMENT B MATERIALS TESTING SERVICES FEE SCHEDULE 38 9~~®~ ~®®~m ~-~6~ \~t~1 September 5, 2012 Ae~no Proposal No. P-20809 Proposal Io Provide As-Needed Geotechnical, Stonn Water Monitoring, Materials Testing, and ~ ~ VIAA Special Inspection Consulting Services ~~i~/ September 5, 2012 %M~se Proposal No. P-20809 Proposal to Provide AS-Needed Geotachnical, Stortn Water Monitoring, Materials Testing, and CH IA VLSfA Special Inspection Consulting Services 7-161 39 ~698~®~~®9°~' w.,a,R i wam i 6m,.,~U, ~~(~/ September5, 2012 Proposal No. P-20809 Proposal to ProvideAs-Needed Geolechnical, Storm Wafer Monitoring, MaledalsTesting, and CHU[A VISTA Special Inspection Consulting Services ., ~ .~ . Sand Equivalent Value of Soils and Fine ASTM D2419 $90.00 x .~... A re ales Specific Gravity and Density of Compacted ASTM D2726 590.00 x Bituminous Pavin Mixtures Consistenc lest and Wet Track Abrasion Test ASTM D3910 $100.00 x Abrasion and Im actin the LA. Machine ASTM C131 5180.00 x Potential Reactivit of A re ate ASTM C269 $390.00 x Or anic Im uri6es in Fine Concrete A r ales ASTM C40 $55.00 x Testing Drilled Concrete Cores (Compression Test ASTM C42 555.00 _ x Onl , SetoF3 Flexural SUen th of Concrete ASTM C78 $50.00 x Soundness of A re ates b Use of Sulfates ASTM C88 $160.00 x Particle-Size Anal sis of Sails ASTM D422 $110.00 x oe Sieve Anal sis of Fine and Coarse A re ales CA TEST 202 511D.00 x Relative Compaction of Untreated and Treated CA TEST 216 $180.00 x Soils and A re ates Sand E uivalent CA TEST 217 $90.00 x Moisture Content in Soils 6 Oven D in CA TEST 226 $30.00 x "R" Value of Soils b Stabilometer CA TEST 301 $250.00 x Preparation of Bituminous Mixtures for Testing CA TEST 304 $71.OOlhou x Buiit into Hourl Rate r Moisture Vapor Susceptibility of Bituminous CA TEST 307 525D.DD x Mixtures Specific Gravity and Weight of Compressed CA TEST 308 590.00 x Bituminous Mixtures Design and Testing of Class "A"Cement Treated CA TEST 312 5750.00 x Base (Complete CTB Design, including laboratory conformance testin of a re ales Stabilometer Value of Bituminous Mixtures CA TEST 366 $195.00 x Recommendin 0 timum Bilument Content OBC CA TEST 367 $500.00 x In-Place Density and Relative Compaction of CA TEST 375 included x As halt ConcretePavemen[ Built intoHourl Rate As halt Content of Bituminous Mixtures CA TEST 379 $215.00 x Compressive Strength of Molded Concrete CA TEST 521 $2200 x C Ilnders Mixing, Storing, and Handling Concrete CA TEST 540 included x Compressive Strength Specimens in the Field (Built into Houd Rate Percents a of Crushed Particles CA TEST 205 $140.00 z Abrasion of Coarse (500 Revolutions) CA TEST 211 518D.00 x A re ate-L.A.Rattfer 1,OOORevolutions Or anic Im unties in Concrete Sand CA TEST 213 $55.00 x Soundness of Aggregates by Use of Sodium CA TEST 214 $160.00 x Sulfate Evaluafin Cleanness of Coarse A re ales CA TEST 227 $120.00 x Test for Durability Index __ CA TEST 229 $130.00 z 40 ~®6D9~®s~®~'S~^ ~,...."R ~ ~,"rv ~ ",mm„ma" ~-162 41 ~®f/bE~$Etl>~~9®9°E3 e.em.,,R i n.aw i ~~xm.z 7-163 ~~~1/ Septem6er5,2012 Proposal No. P-20809 Proposal to Provide As-Needed Geotechnical, Storm Water Monitoring. Materials Testing, and CHIJIA V[STA Special Inspection Consulting Services RESOLUTION NO.2013- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENTS BETWEEN THE CITY AND (A) AMEC ENVIRONMENTAL & INFRASTRUCTURE, INC., (B) CTE CONSTRUCTION TESTING & ENGINEERING, INC., (C) KLEINFELDER WEST INC., AND (D) NINYO & MOORE GEOTECHNICAL & ENVIRONMENTAL SERVICES TO PROVIDE ON-CALL GEOTECHNICAL, STORM WATER MONITORING, MATERIAL TESTING & SPECIAL INSPECTION CONSULTANT SERVICES FOR VARIOUS CAPITAL IMPROVEMENT PROJECTS (CIP) AND OTHER CITY PROJECTS WHEREAS, the City requires geotechnical, storm water monitoring, materials testing & special inspection services for projects built with both public and private funds to ensure that the quality of materials and construction methods used meets the City's adopted specifications and requirements; and WHEREAS, on August 15, 2012, a request for Proposal ("RFP") was issued for consultant services to provide specialty inspections and soils and materials testing; and WHEREAS, nine proposals were received on September O5, 2012 from the following Consultants (listed in alphabetical order): - AMEC Environment & Infrastructure, Inc. -San Diego, CA - Construction Testing & Engineering, Inc. -Escondido, CA - Kleinfelder West Inc. -San Diego, CA - Ninyo & Moore Geotechnical and Environmental Sciences, Inc. -San Diego, CA - NOVA Services -San Diego, CA - NVS Testing Engineer -San Diego, CA - SEQUOIA Consultants, Inc. -Orange, CA - Southern California Soil & Testing, Inc. -San Diego, CA - TWINING, Inc. -San Diego, CA WHEREAS, the Selection Committee evaluated and rated Consultants based on their proposals; and WHEREAS, the following are the results of the Selection Committee's analysis and final ranking in alphabetical order: - AMEC Environment & Infrastructure, Inc. -San Diego, CA - Construction Testing & Engineering, Inc. -Escondido, CA - Kleinfelder West Inc. -San Diego, CA - Ninyo & Moore Geotechnical and Environmental Sciences, Inc. -San Diego, CA 7-164 Resolution No. Page 2 WHEREAS, the extent of the Consultants' services will be determined on a project-by- project basis, and will cover public projects and, on occasion, private projects in which the results of laboratory tests submitted by developers and contractors must be independently verified; and WHEREAS, approving the proposed Two Party Agreements between the City of Chula Vista and the four selected Consultants ("Agreements") will allow City Staff to obtain the best budget proposals for all types of projects; and WHEREAS, the City will pay the Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in each of the Agreements as Attachment A, "Schedule of Fees-Hourly Rates," and Attachment B, "Materials Testing Services Fee Schedule"; and WHEREAS, each Consultant shall provide services on an intermittent basis with a maximum aggregate limit not-to-exceed $750,000 (Authorization Limit) over the life of the Agreement, unless first authorized by the City Council; and WHEREAS, each of the proposed Agreements includes provisions allowing the City, at its sole discretion, to extend the Agreement for up to two additional years. An extension would require mutual agreement between the City and Consultant and would be predicated upon staffs determination of satisfactory performance by the Consultant during the initial three-year term; and WHEREAS, the Development Services Director has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines because it involves a governmental administrative activity consisting of the approval of agreements with various consultants who will provide consulting services for various capital improvement projects (CIP) and other city projects that will not result in direct or indirect 1Shysical changes to the environment. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve the Agreements between the City of Chula Vista and (A) AMEC Environment & Infrastructure, Ina (B) Construction Testing & Engineering, Ina (C) Kleinfelder West Ina (D) Ninyo & Moore Oeotechnical and Environmental Sciences, Inc. to provide on-call geotechnical, storm water monitoring, Material Testing & Special Inspection Consultant Services for Various Capital Improvement Projects (CIP) and Other City Proj~ts: , ~ Presented by Appro~d as to fo~m~ti~ / / Richard A. Hopkins G n R. Goo Director of Public Works C' y Attorney 7-165