HomeMy WebLinkAbout2013/11/05 Item 15 e�.�-
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�`" CITY COUNCIL
. -��-� AGENDA STATEMENT
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CH ULA VISfA
11/�/13. Item ��
ITEDZ TITLE: RESOLUTION OF THE CITY COU`i�ICIL OF THE CITY OF
CHULA VISTA APPROVING (1) AN APPROPRIATION OF
$�23.000 TO THE PUBLIC V�'ORKS FISCAL YEAR 20li-14
BUDGET TO ADDRESS CRITICAL D4AINTENAI�'CE r1I�rD
REPAIR NEEDS Ai\TD (2) A TRANSFER-OF $75;000 FROn4
POLICE PERSOI��TEL SERVICES TO POLICE CAPITAL
EXPENDITURES
RESOLUTION OF THE CITY COUi�1CIL OF THE C[TI' OF
CHULA VISTA AUTHORIZII�'G THE AMENDA4ENT TO A
CONTRACT �'ITH \4TEST COAST ARBORISTS TO
II�'CREASE THE \TOT-TO-EXCEED AI�40UI�iT II�T FISCAL
YEAR 2013-14 FROn4 >0,000 TO �0;000
SUBDZITTED Bl': DIRECTOR OF i IC «'ORK
POLICE CHIEF
DIRECTOR OF FII�T i � E/TREASURE��
RE�'IE��'ED BI': CITl' n�:1\'AGE
ASSISTAI�'T CIT MAI�?AGER� �
4/STHS VOTE: YES ❑X NO �
SUn�I1�7AR1'
In an effort to manage the Cin� durine the recent economic recession, the Cin� reduced the
amount of fundin� dedicated to���azds equipment replacement as �vell as buildino
maintenance and repair. As revenues become available, the City ���11 need to address
equipment replacement deficiencies and deferred repairs and building maintenance issues.
At this tune, staff is requesting an appropriation of$�23,000 to address the highest priority
repau and maintenance items. This appropriation«�11 be offset by unanticipated revenue as
described in the First Quarter Financial Report that is also beine considered by the Cit��
Council on No��ember �°i. Staff is aiso recommendine the transfer of $7�,000 from the
Police Personnel Services budget to the Police Capital Expenditures budeet for the
replacement of the Heatine Ventilation and rlir Conditionine (HVAC) control system
located in the Police buildine.
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11/�/13. Item �J
Page Z of 6
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance
with the Califomia Environmental Quality Act (CEQA) and has determined that the
activity is not a "Project" as defined under Section ]5378 of the State CEQA Guidelines
because the activit}� consists of governmental fiscal appropriation of funds to projects that
have not been fully defined and as such, this action would not result in a potentially
significant physical impact on the environment Therefore, pursuant to Section
1�060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no
environmental review is required. Although environmental review is not required at this
time, once the scope of individual projects to be funded have been fully defined;
environmental review will be required for each project and the appropriate environmental
determination will be made.
RECOMMENDATION
That City Council adopt the resolutions.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Since 2007, the City has made significant expenditure reductions in order to keep
expenditures in line with revenues. Expenditure reductions included a reduction or
elimination of funding for equipment replacement, equipment maintenance, building
maintenance and repair. At the time these reductions were made, it was ackno��ledged
that these were not sustainable solutions but were needed in order to avoid further service
impacts. As part of the Fiscal Recovery and Progress Plan, staff identified the need to
address maintenance and equipment replacement as funds hecome available.
Public Works has worked closely with all City departments to identify critical repair and
maintenance needs. The list of critical needs requests totals $8.8 million and does not
fully represent all of the deferred maintenance costs. Due to the magnitude of the
funding required to address all of the critical needs, Public Works has further refined this
list to identify the top ten priority items The total cost to address all of the top priorities
total $578,000 The following table reflects the to ten prionty needs
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]. Emergency backup Buildings are required to have emergency $30;000
li,hting repair backup lighting per code. The backup
y batteries used for the emergency lighting have
limited life and have failed in a number of
City buildings. The three buildings at Uie
Civic Center, Montevalle Recreation Center
and the Salt Creek Recreation Center are in
critical need of havin the li hts re aired.
2. Recertification of Fire The fire risers (sprinklers)at City buildings �25;000
Risers (automated fire are required to be ceitified every five years
su ression s rinklers and 22 risers at various Ci �buildin s are
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Paee 3 of 6
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currentiv out of certification and in need of
inspection to assess an}�need for repairs prior
to aettine recertified. The estimated cost to
certifv all the Cirv facilities is �110.000
(5�,000 per fire riser). The requested fundine
is for the first phase of inspections/repair
��•ork.
3. Inspection to determine Inspection of ne«•er Ciry facilities is 510;000
latent defects in Ciq� recommended [o identif}�an�� latent defects as
buildings the buildines are under���arrann�for the first
10 years after completion. The benefit of
inspection is ro seek remedy b}�the contractor
in facilities less than 10 ��ears old. The
inspections can save the Ciq�esposure to
sienificant repair costs due to uniden2ified
defects. A number of Cit��facilities are
approachine the 10 year latent defect period.
Staff has started to esperience issue�vich
defects. These are unexpected repairs causin�
damaee to facilities and equipment. For
example, during rain ITS eYperiences
floodine in the work area, putting computer
equipment a[risk and affectine air qualit��.
Construction R Repair staff has diverted the
water to address the immediate issue.
4. Replacement of HVAC The control s��stem for the Police S i�,000
control s��stem at Police Headquarters' Hea[ine, Ventilation and Air
Headquarters Conditioning (EIVAC) system has failed and
replacement is critical as staff is unable to
proeram or maintain the HVAC system
without the control system impactine
occupant`s indoor air qualin�and energy
efficiencies. The ���arran[ies on the building
and s �stem have e� ired.
�. Additional tree Based on an a�•eraee 5-year trim cycle, the 5100;000
trimming cin�t�ide Ciry has a backlog of 13;418 trees to be
trimmed. The deficit forjust 2012 is 4;69�
trees, ���hich is a funding shortfall of�300,000
based on current contract trimming rates. The
Ciq• has ezperienced an increase in the
number of vee failures and requests for
service cit��vide. The current annual contract
allocation to\�'est Coast Arborisu of
�1�0,000 is lareely dedicated to palm trees
tha[ must be trimmed annualh•. 7his
additional allocation would address non-palm
species with the most critical need of bein�
trimmed.
15-3
1 ]/5/13; ]tem��
Page 4 of 6
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6. Replace South Library The South Libraq Heating Ventilation and $2�0,000
EiVAC s��stem Air Conditioning(HVAC) system is at the
end of its useful life and needs to be replaced.
While temporary repairs have sustained the
system, its complete failure is inevitable in
the nearterm, which would result in the
closure of the library for an extended period.
A new HVAC system would improve the
building's energy efficiency by approximately
25%, creatin lon -term utili savin s.
7. Pool repairs at Loma Most of the canisters for the 65 underwater $30,000
Verde and Parkway lights at fhe City pools have detached and no
pools longer support the pool lights. On a daily
basis we are experiencing loss of lighting.
The ligl�ts will be replaced with energy
efficient lights that will generate ongoing cost
savings. The Aquastar drains in the pools
were installed 2008 and have a life of 5 years.
The need to be ins ected and recertified.
8. Replace hot water The domestic hot water storage tank on the $18,000
heater a[the Police roof of the Police headquarters is leaking and
Headquarters needs to be replaced to prevent roof damage
and loss of hot water. Since it is located on
the roof, the longer the leak exists,the greater
the potential of damage to the roof.
9. Replace irrigation �i�ell Rohr is one of the City's older parks and the $40,000
pump and irrigation largest park, with high community usage. The
system at Rohr Park irrigation system at Rohr Park is leaking and
the pump is at high risk of failure. The City is
incurring an increase in expense from the loss
of water and ongoing maintenance. It is
anticipated that this repair will result in water
savin s.
10. Recoat Nonnan Park The exterior laminated beams at the Norma $20,000
Senior Center exterior Park Senior Center need to be recoated to
beams avoid sU�ucYural damage from continued split
of the beams.
Total 5598,000
The First Quarter Financial Report indicates that based on actual revenues for fiscal yeaz
2012-13 and continued positive trends in fiscal year 2013-14, there aze unanticipated
discretionarv re��enues that can be used to address one time needs. Staff recommends using
a portion of these re��enues in order to address the issues identified above. It is further
recommended that Council approve a transfer from Police Personnel Services to the
department's Capital expense budget in order to replace the HVAC control system in that
buildine.
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PaQe � of 6
.M amendment to a contract ��ith RTest Coast .Arborists to increase the not-to-exceed
amount in Fiscal 1'eaz 2013-14 from �1�0,000 to �2�0,000 is recommended to perform the
additional tree trimmine listed as item 5 in the table abo��e. For the past fi��e vears; V�'est
Coast Arborists has provided tree semices to the City for a competiti��e price «ith a high
level of competenc}; professionalism and safety. The additional trimining �vould be
performed at the direction of Public \'�'orks staff under the same pricing structure.
DECISION A�L�.KER CONFLICT
Staff has reviewed the decisions contemplated b�� this action and has determined that
each decision is either (i) not site specific; or (ii) solely concems the repair: replacement
or maintenance of e�istine streets. se���er. storm drainaee or similar facilities and. as such.
the financial effect of the decision on real propem� is presumed to be not material;
pursuant to California Code of ReQulations Title 2; sections 1870�.2(b)(2). Consequently,
this item does not present a conflict under the Political Reform Act (CaL Godt Code §
87100, et seq.). Staff is not independentl}� a�+�are, and has not been informed by an} Cim
Council member, of anv other fact that mav constimte a basis for a decision maker
conflict of interest in this matter.
STRATEGIC PLAN
The City's Strategic Plan has five major goals: Operational Excellence; Economic
Vitaliq�; Healthy Communin�, Strone and Secure Neiehborhoods and a Connected
Community. This action supports the eoal of pro��idine Healthti� Communities; ���hich
includes maintainine and operating communin� and neiehborhood facilities; and also
supports the eoal of pro�idine Strone and Secure I�teiehborhoods; �+hich includes
preserving and restoring City infrastrucrure.
CURRENT 1'EAR FISCAL, I1IPACT
Approval of the resolution «ill result in the appropriation of ��li;000 to the Public
�\TOrks Department. This appropriation. ��ill be offset by better than anticipated
discretionary re��enues resultine in no net impact to the General Fund resenes. Staff is
also recommendine a transfer of 57�;000 from the Police Department's Personnel
Services budget to the department's Capital Ezpense budeet funded by salan� savings
caused by e�:isting vacancies. The appropriation and transfer are summarized in the table
belo��.
A ro riation Public �Vorks Bud et Items
$1»,000 Construction & Repair . Emergency backup liehtine repairs
\'on-CIP Project . Recertification and repairs of fire risers
Expenditure . Inspections to identify larent defects in
Citv buildinas
• Replacement of unden�ater liohts and
canisters at City pools �
• Replacement of the irrigation s�stem and
irrieation ���ell pump at Rohr Pazk
• Recoatina of exterior beams at the
Norman Park Senior Center
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I1/�/li. Item 15
Paee 6 of 6
$268,000 Construction & Repair . Replacement of the Heating, Ventilation
Capital Eapense and Air Conditioning (HVAC) system at
the South Library
• Replacement of the hot water heater at
the Police head uarters buildin
$100,000 Urban Forestry • Additional tree trimming services
A�aintenance Supplies cit}�wide
and Services
Transfer Police Bud et Item
$7>;000 Personnel Ser��ices to • Replacement of the HVAC control
Capital Expense system at the Police headquarters
building
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact resulti��g from approval of the resolution. As part of
the development of the Long Term Financial Plan, staff will further evaluate deferred
maintenance and equipment needs and develop a plan to fund these needs. As deferred
maintenance and equipment replacement reach critical sYatus, staff may need ro return to
Council to request additional appropriations. Future budgets will need to address funding
needs related to building and equipment replacement and/or repair.
Prepared by: Angelica Aguilar, Budge�&Analysis d4anager, Finance Department
Mark Ro6erts, Ca�s7ruc�ion & Repair Maiaager, Public Wmks Deparnnent
Edtirm�d Chew, Administrative Sen�ices A4anager, Police Department
H:IPUBL/C WORKS-EA'GIAGENDAICAS20/31/1-05-131Critical Need.s Agenda StatementlREPORT-PW-
Critical Needs ApproprrationREV3.docx .
15-6
RESOLUTIO\\'O.
RESOLUTION OF THE CITY COL�CIL OF THE CITY OF
CHLTLA VISTA APPROVIi�'G (1) :�\' APPROPRIATIO\T OF
�523.000 TO THE PliBLIC WORI:S FISCAL YEAR 201.i-14
BU�GET TO ADDRESS CRITICAL MAII�'TE\�ANCE �\D
REPAIR \'EEDS .A\TD (2) A TRA\SFER OF S7�,000 FROA4
POLICE PERSONi�TEL SERVICES TO POLICE CAPITAL
EXPE\DITURES
��%HEREAS, since 2007, the Ciri� of Chula Vista has made sienificant espenditure
reductions in order to keep espenditures in line ��ith re��enues, including a reduction or
elimination of funding for equipment replacement; equipment maintenance; building
maintenance and repair; and
����HEREAS. at this time. there are a number of items that have reached critical status and
further dela}�ing the repau or replacement of these items N�ill result in hiaher costs and possible
reduction in services due to health and safety issues reQarding facilities; and
R%HEREAS, due to the magnitude of the funding required to address all of the critical
needs that have been identified cit��tiRde, the Public V�'orks Depanment has further refined the
identified needs to a list of the top ten priority items �vith a total cost to address the priorities of
��78.000: and
VdHEREAS; the First Quarter Financial Report prepared by the Finance Department
indicates that based on actual re�enues for fiscal year 2012-li and continued positive trends in
fiscal yeu 20li-14; there are unanticipated discretionaz�� revenues that can be used to address
one time needs: and
4V"HEREAS, the Police Department has salary savings in its Personnel Sen�ices budget
caused bv existine ��acancies.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereb�� appropriate SI»,000 to the fiscal }�ear 2013-14 Non-CIP Project Expenditure
catesorv of the Construction & Repair budget ti�thin the Public �1'orks Department in order to
fund emergencv backup lighting repairs; recertification and repairs of fire risers, inspections to
identifi� latent defects in City buildinas, replacement of undencater liehts and drains at Ciri
pools; replacement of the irrieation s}�srem and irrigation well pump at Rohr Pazk, and recoating
of exterior beams at the \orman Park Senior Center:.and
BE IT FliRTHER RESOLVED that the Cit�� Council of the Citv of Chula Vista does
hereb�� appropriate �268;000 to the fiscal vear ZOli-14 Capital Expense cateeorv of the
Construction R Repair budget �i�ithin the Public Works Department in order to fund replacement
of the Heating; Ventilation and Air Conditioning s}�stem at the South Librarv and replacement of
the hot water heater at the Police Depanment headquarters buildinQ; and
J:Wnome�•�FI�.4L RESOS A,\D ORDI�A\CES120liU 1 0� liV2ES0-P\1'-Crtical\eeds.Appropriation.doc
10/3]/?Oli L:4S P\1
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Resolution No.
Paee 2
BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista does
hereby appropriate �100,000 to the fisca] year 2013-14 Supplies and Services cate�ory of the
Urban Forestry Maintenance budget within the Public Works Department in order to fund
additional tree trimming services ciri��ide: and
BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista does
hereby autborize a transfer of�7�,000 from the Police Department's Personnel Services budget
to the department's Capital Expense budget in order to fund the replacement of the Heatin�,
Ventilation and Air Conditioning control s}�stem at the Police Department headquarters buildin�.
Presented by Approved as to form by
l
�� -� \ / �
Richard A. Hopkins Glen R. Googins � � .�/�-t�°
Director of Public Works City Ariorney
1:Wttomey�FINAL RESOS ANp ORDINANCES�20liV 1 0� 13\RESO-P\�'-Cnical Needs Appropriation.doc
10/31/2013 12:45 P�1
15-8
RESOLUTION NO.
RESOLUTION OF THE CITY COUI�TCIL OF THE CITY OF
CHULA VISTA AUTHORIZI�TG THE AMEI�iD\4ENT TO A
CONTRACT V�'ITH V✓EST COAST ARBORISTS TO
It�'CREASE THE NOT-TO-EXCEED AMOIIIvT Ii�' FISCAL
YEAR 2013-14 FROM 5150.000 TO �2�0,000
�4'I-IEREAS; in fiscal yeaz 2012-li the Cin� of Chula Vista aN�azded a one yeaz contract
�a�ith an additional three, optional one-��eaz extensions for cit�laide tree care to West Coast
Arborists in the amount not-to-exceed S1�0;000 per year; and
R'HEREAS, R%est Coast Arborists has pro��ided tree services to the City of Chula Vista
w�th a hieh level of competenc}�, professionalism and safety; and the Citv and West Coast
Arborists have agreed to extend the contract one additional yeaz and the Public Works
Department has budgeted �1�0;000 for city���ide uee caze in fiscal �ear-20li-14; ar�d
�4'HEREAS, based on an average �-year trim cpcle; the Cin� of Chula Vista has a backlog
of trees to be trimmed. and the City has experienced an increase in the number of tree failures
and requests for sen�ice cit}�;�de; and
R'HEREAS, the Public Works_Department is requesting that the City Council amend the
fiscal year 20li-14 budeet to dedicate an additional �100.000 to�vazds tree trimming in the
current Sscal yeaz; and
WHEREAS. AVest Coast Arborists has confirmed that it is available and willine to
perform the additional tree trimming services under the existing contract terms.
I�'OW, THEREFORE; BE IT RESOLVED that the Cin� Council of the City of Chula
Vista does hereby authorizes an amendment to the contract �vith ��'est Coast Arborists to increase
the not-to-eaceed amount in fiscal vear 20li-14 from �1�0.000 to �2�0.000.
Presented bv Approved as to form by
���� _
Richard A. Hopkins Glen R. Googins � <L��—z �
Director of Public \�'orks City Attomey
1:Wttomev�FINAL RESOS r�,\D ORD[�A\CES�2013\I1 OS li\RESO-PW-N'est Coast Aboris[s Contract Amendmen[.doc �
]0/22/2013 2:06 PM
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMAi,LY SIGNED UPON APPROVAL BY
THE CITY COLJNCIL
� ��;�
Glen R. Googins ��h'"-"'° '�"�- � �
City Attorney
Dated: �v - ?i — / �
AGREEMENT BETWEEN
THE CITY OF CHULA VISTA AND
WEST COAST ARBORISTS, INC.
TO PROVIDE TREE MAINTENANCE SERVICES
15-10
First Amendment to
Agreement between
Ciq� of.Chdla Vista
and
�Vest.Coast,Arborists,]nc.,
To Provide Tree Maintenance Ser��ces
RECITALS
WHEREAS; the City of of Chula Vista (City) and �Vest Coast Arborists, Inc. (Consultant)
entered into ihat certain Aereement to Provide Tree Maintenance Services effective T�'ovember l,
2012 and attached herein as Exhibit A (Agreement); and
��'HEREAS, the term of the Ageement�s one (1) year from No��ember 1, 2012 — October3l,
2013 with_ the opuon to extend the contract for three (3) additional .one,year periods and on
October28, 2013 the City notified.Consultant in writing of its intent to extend "the contract one
aclditional year to October3l, 2014; and
\'�'HEREAS, the maxunum amount of tree.services that Consultant �vill provide to the City under
the Ageement is S 150,000 per yeaz and both the City and Consulfant have expressed interest
increasing the maximum amount to �Z50,000 for the period July 1, 2013 to June:30, 2014.
NOVI', THEREFORE, the City and Consultanl,based on mutual_consideration the receipt and
sufficiency of���hich is hereby acknowledged, agree io amend section 10.C(1) of Exfiibif A of the
Agreement as folion�s:
(I) (X)Not-to-Exceed Limitation on Tirrie and Materials tlrrangement
Nofwithstanding the expenditure b,�Consultant. of time and materials in excess of said
Ma�timum Gompensation amount, Consultant agrees that Consultant will perform all of
the Defined Ser��ces herein required of Consultant for up to S250,000.00 including all
?�4aterials; and other"reimbursables'.for theperiod July 1, 20li to June 30,2014 and for
pp to $150,000 for each subseyuent full one-year period until such.time as the Ageemenf
expires.(I�4aximum Compensation).
This F.irst Amendment changes onl y.that sectibn of.Exhibit A of the Ageement specifically
identified_aboye._I�o other changes to the Ageement are contemplated or intended by this First
Amendment. The 6alance of.the Ageementshall remain unchanged and continue in full force
and effect.
IN }�1?ITI�iESS WHEREOF; City 'and. Consultant. have executed this First Amendment to the
Ageement, indicating thai they ha��e read and undersfood same; and indicate their ful] and
complete consent to its terms:
15�11
I
VI'EST COAST AB TS, IN � .
n
By: Date: 10 \ 13
Patrick Maho�ey
President
THE CTTY OF CHULA VISTA
By: Date:
7ames D. Sandoval
City Manager
Approved as to Form:
Glen R. Goo�,rins
Gity Attomey
15�12
Exl�ibit A
to
First Aroendment to
Agreement behveen
City of Chula Vista
�aad
A'est Coast Arborists, Inc.,
To Pro��de Tree Maintenance Services
15,-13
�
_, __ ���� c�
Agreement between
City of Chula Vista
and
V1`est Coast Arborists,Inc.,
. To Provide Tree Maintenance Services
This agreement (AgreemenQ, effective November l, 2012, is betwcen the Ciry-related entity
whose name and business fomi is indicated on Exhibit A, Paragraph 2, (City), and West Coast
Arborists, Inc., ti•hose name, busincss form, place of business and telephone numbers are
indicated on Exhibit A, Paraeraphs 4 through 6, and is made with rcfcrcncc ro the following
facts:
RECITALS
WHEREAS, the City of Burbank held an advertised bid process for complete tree
services in July 2011, which resulted in the award of a one (1) yeaz convac[ «�ith the option to
extend for three (3) addiiional one-year one ��ear periods. This allows [he City of Chula Vista to
convxct for the same services at the same cost �.ti the City of Burbank using Burbank's
competitive bidding process completed in August 20l 1; and
WHEREAS, on October 2, 2012, the City of Chula Vista City Council approved by
resolution a contract with Wes[ Coast Arborists, Inc., through the mechanism of"piggybacking"
off of Burbank's bid proposal and acceptance by West Coast Arborists,Inc.; and
V�'HEREAS, West Coast Arboris[s hereby agree to be bound ro the same rates containcd
in their Burbank bid proposal for a one (1) year contract with the City's option to extend for
three(3) additional one-year periods for a total potential contract period of four(4) years; and
WHEREAS, the City of Chula Vista City Council limited the ma�cimum amount of tree
services that West Coast Arborists, Inc. will provide to ttie City to $I50,000 maximum per year;
and
WHEREAS, West Coast Arborists (Consultantj warrants and represents that tt is
experienced and staffed in a manner such that it can deliver the services required of it to the City
in accordance with the time frames and [he terms and conditions of this Agreement.
Page 1
Two Pnrl�'AFreemert�
av�a-/��
15-14
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable considera[ion the City and Consultant do hereby mutually
aeree as follows:
All of the Recitats above are incorporated into this A�reement by this reference.
ARTICLE L CO\'SliLTA�IT'S OBLIGATIO\S
A. General
L General Duties. Consultant shall perfom all of the services described on Exhibit A,
Paragraph 7 (General Duties).
2. Scope of Work and Schedule. In performine and deliverin� 1he General Duties,
Consultant shall also perform the sen•ices, and deliver to City the "Deliverables"
describzd in Exhibit A, Paragraph 8, entitled "Scope of Wori: and Schedule," accordine
ro, and ��ithin the time frames set forh in Exhibit A, Paragraph 8, time bein; of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of�Vork and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Sen•ices by the times indicated dces not, except at the option of the
City, termina[e this Agreement.
a. Reducrions in Scope of Work City may independently, or upon �equest from
Consultant, from time to dme, reduce the Defined Services to be perfor*.ned by the
Consultant under this Aereement. Upon doing so. City and Consultant a�:ee to mee[
in good faith and confer for the purpose of nesotiacing a correspondina reduction in
the comper.sation associated with the reduction.�
b. Additional Services. In addition to performing the Defined Seryices, City may
require Consultan[ to perform additional consul[ing sen�ices related [o the Defined
Services (.4dditionxl Services), and upon doing so in writing, if they are within [he
scope of services offered by Consultan�, Consultant shaJl perform s�une on a cime and
materials basis at [he rates set fonh in the "Rate Schedule° in Exhibit A,
Paragraph 10(C), unless a separate fixed fee is otherwise aa eed upon. AIl
compensation for Additional Scrvices shall be paid monthly as billcd.
3. Standard of Care. The Consuhant expressly warran[s that the worl: ro be performed
pursuant to this Agreement, whether DeFined Services or Additional Sen�ices, shall be
performed in accordance with [he standard of care ordinarily exercised by members of
the profession currendy ptacticing under similar conditions and in similu Ice2tions.
a. No Waiver of Standard of Care. R'here approval by Ciry is required, it is understood
to be concepmal approval oaly and dces not relieve the Consultant of responsibility
for complying with all taws, codes, industry standards, and liability for damaees
caused by negli�ent acts, errors, omissions, noncompliance with industry standards.
or the willful misconduct of the Consuftant or its subcontracrors.
pyoe�
Tw•a Paltj Agreeme�v y
15-15
B. Application of Laws. Should a federal or state law pre-empt a local law, or re�ulation, the
Consultant must compiy with the federal or state law and implementing regulations. Ko
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 aerees
[o notify City immediately in wri[ing. Should Lhis occur, [he City and the Consultant agree
that they will make appropriate urangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it,expeditiously.
1. Subcontracrors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obli�ations unde.r this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, a�d policies, whether federal, sta�e, or local, aCfecting Pro}cct
implementa[ion. 1n addition, if a subconvacror is expected to fulfill any responsibilities of
the Consultant under this Aoreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
l. General. Consultant must procure and maintain, during the period of performance oF this
Agrcemcnt, and for tweh�e months after completion, policies of insurance from insurance
companies to protec[ against claims for injuries to persons or d�nages to property that
may arise From or in connection with the performance of[he work under [his Aareement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of samc prior to commencement of work.
?. \4inimum Scooe of insurance. Coverage must be at ]east as broad as:
a. CGL. Insurance Services Office Commercial General Liability covcrage (occurrcnce
Form CG0001).
b. Aum. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code L (any auto).
c. WC. Workers' Compensation insurance as required by the State of California and
Employers Liability Insurance.
d. E&O. Professional Liabiliry or Etrors & Omissions Liability insurance appropriate to
[he Consultanrs profession. Architects' xr�d Enbineers' coverage is to be endorsed to
include contractual liabiliry.
3. Minimum Limits of Insurance. Consultant must maintain limi[s no less than those
included in the table befow:
Paoe 3
Two Pam�A„reemmr �
15-16
i. General Lizbiliry: 51,000,000 per occurrence for bodily inju.y, personal injury,
(lnduding (includin�death), and property damaee. lf Commercial General
operations, Liabili[y insu:ance with a eeneral zggregate limi[ is used, either
products and the �eneral ag�reoate limit must apply sepazately to this
completed Projec[/location or the �eneral aegregate limit must be twice the
operations, as required occurrence limit.
a licable) �
ii. .4utomobile SI,000,000 per accident for bodily injury, including death, and
Liabili[y: property damage.
iii.Workers' Statutorv
Compen.sation �1,000,OOOeachaccident
Employer's 51,000,000 disease-policy limit
Liabilit �: S1.000,000 disease-each emalovee - -
iv. Profession2l S1,000.000 each occurrence
Liability or Errors
& Omissions
Liabilirv:
4. Deductibles and Self-Insured Reteotions. Any deductibles or self-insured reren[ions must
be dedared to and approved by the City. At the option of the City, either'the insurer w•ill
reduce or eliminate such deductibles or selE-insured retentions :u they penain to the City,
iu officers,officials, empfoyees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guarnnteeing payment oF losses and rela[ed
investi�ations,claim administrauon, and defense expenses.
5. Other lnsurance Provisions. The general liability, automobile liability, and where
appropriate, che workers compensauon policies are to contain, or be endorsed to contain,
the follo��ine provisions:
a. Additiorwl /nsureds. Ciry of Chuta Vista, its officers, officials, employees, agents,
and volunteers are to be oamed as additional insureds with respect to ali policies of
insurance, including those with respec[ to liability arisir.� ou[ of automobiles owned,
leased, hired or borrowed by or on behalf of [he Consultac�t, where applicable, and,
with respec[ [o liability arising out of work or operations performed by or on behalf of
the Consultant, includin� providing materixls, parts or equipment fumished in
cor,aection with such work or operations. The gcneral liabiliry additional insured
coverage must be provided in the form oF an endorsement to the Consultant's
insurance using ISO CG 2010 (11/8�) or its equivalent. Specifically, the endorement
must not exclude Products/Completed Operations coveraee.
b. Primary lnsurunce. The Consultant's General Liabiliry insurance coverage must be
priman' insurance as it pertains to the Cicy, its officers, officials, employees, aLents,
and volu�teers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the
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Tw'o Paxt'Agmtintot
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Consu]tant and in no way relieves the Consultant from its responsibility [o provide
insuraoce.
c. Cuncellarion. The insurance policies required by this ALreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, retum reccipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligacion or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coversge shall not extend to any indemniry coverage for the
active ne�ligcncc of the additional insureds in any case �vhere �n agreement to
indemnify the additional insured would be imalid under Subdivision (b) of Section
2782 oP the Civil Code.
e. Waiver of Subrogntion. 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 Liabiliry andlor
Errors & Omissions coveraee are written on a claims-made form:
a. Re�ro Daie. The "Retro Datc" must be shown, and must be before the date of the
Agreement or the beginning of che work required by the Agreement.
b. A�uintenaiice nnd Eridence. Insurance must be maintained and evidence ofinsurance
must be provided for at least five years after completion of thc work required by the
Agreement.
c. Cnncellation. If covcrage is canceled or non-renewed, and not replaced with another
cl;iims-made policy form with a `Retro Date° prior to the effcctive 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 requircments must be submitted to the Cicy
for review.
7. Acceotabilitv of insurers. Insurance is to be placed with licensed insurers admittzd to
vansac[ business in the State of Califomia with a cun'ent A.M. Best's rating of no less
[han A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of California List of Eli�ible Surplus Lines Insurers (LGSLn with a current A.M.
Besrs rating of no less than A X. Exception may be made for ihe State Compensation
Fund when not specifically rated.
8. Verificatioo of Coveraoe. Consultant shall furnish the City with original ceRificates and
amendatory endorsements effecting coverage required by Section 1.C. of this Agreemen[.
The endorsements should be on insurance industry forms, provided those cndorsements
Pagc 5
Two PoRV Agreemenl
I 15-18
or policies conform to the requirements of [his Agreement All certificates xnd
endorsementc aze [o be recei��ed and approved by the Ciry before work commenczs. The
City reserves the ri�ht to require, xt any time, complete, cenified copies oF all required
insurance policies, including endorsemeots evidencin� the co�•erage required by these
specifications.
9. Subcontracton. Consultant must include all subconsultants as insureds under its policies
or fumisL separate certificates and endorsemenu for each subconsultant. .All coverage for
subconsultants is subject to all of the requSremenu included in these specifications.
10. Not a Limitation of Other Oblieations. Insurance provisions under this Article shall not
be conswed to limic the Consultant's obligations undzr this Agreement, including
Indemnity.
D. Security for Performance
1. Performance Bond. In the evenc thxt Exhibit A, at Paragraph 18, indicates the need ;or
COILSllIL3[li ro provide a PerPormance Bond (indicated by a check mark in the
pazenthetical space immediately precedin� the subparagr-aph entided "Performance
Bond"), then Consultant sh211 pro��ide to [he City a perfortnance bond, in the amount
indicated at Exhibit A, Paraoraph 18, in the form prescribed by the City and by such
sureues which are authorized to transact such busincss in the State of Califomia, listed as
approved by [he United S[a[es Depanment of Treasury Circular 570,
ht�n�//wwlv fms.treas.soc/c570, and whose underwriting limitauon is sufficient to issue
bonds.in the xmount required by the Agreement, and which also satisfy the requirements
stated in Sec[ion 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds si�ned by an aeent must be accompanied by a certified
copy of such aeent's authority ro act. Surety companies must be duly licensed or
authorized in the jurisdicdon in which the Project is locaied to issue bonds for the limits
so required. Form must be satisfacrory to the Risk Mana�er or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consul�ant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately precedine the subparagraph .entided "L.etter of Credit"), then .
Consultant shall pro�•ide to th�e Ciry an irrevocable.letter of credit callable by the Ciry at
iu aoFettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consul[ant is i❑ breach of the terms of [his AgreemenL The letter of
credit shall be issued by a banl:, and be in a form and acnount satisfactory to the Risk
Manager or City Attorney w•hich amount is indicated in the space adjacent to the �erm,
°Letter of Credit." in Exhibit.4. Paragraph 18.
3. Other Securitv. [n the e��ent that Exhibit A, at Para�:aph 18, indicates [he need for
Consuttant co provide securiry o[her than a Perfor,nance Bond or a Letter of Credit
(indicated by a check mark in the parenthetical sp2ce immedia[ely precedin� the
subpara�raph entitled "O[her Security"), then Consultant shall pro.�ide to the Ciry such
Paee 6
rea Party'Agreemert!
15-19
f
�
�
other security cherein listed in a form and amount satisfactory to the Risk Manager or
Ci[y Attomey.
E. Business Liccnse. Consuhant agrees to obtain a husiness liceose from the City and to
otherw�ise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE Ti. CiTY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant Cor the purpose
of reviewing the progress of the Defined Services u�d Schedule, and to provide direction and
guida��ce ro achieve the objectives of this Agreement. The City shall allow Consultant access
to its o�ce faciliues, files and records, as deemed necessary and appropriate by the City,
throu�hout the term of this Agreement. [n addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, N'ith the understanding tha[ delay in the provision of
those materials beyond chirty days after auchorization to proceed, shall constia�te a basis for
Ihejustifiable delay in the Consultant's performance.
B. Compensation.
l. Pollowin� Receipt of Billin�. Upon receipt of a propedy 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 [he period indicated in Exhibit A, Paragraph 17,
Ciry shall compensate Consultant for all services rendered by Consultant according [o the
tcrms and conditions set forth in Exhibit A, Paragraph 10, adjaccnt to the eovernina
compensa[ion relationship indicated by a "checkmark" nex[ to the appropriate
arrangement, subject to the requirements for retention set forth in Paragraph 18 of
F..xhibit A, and shall compensate Consuttant for out of pockei expenses as provided in
Exhibit A, Paragraph ll.
2. Supportine lnformation. 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 nawre of the char�es to
the Project in order to permit the City ro evaluate [hat the amount due and payable is
proper, and such billing shall specificalty con[ain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be chargad upon making such payment.
3. Exclusions. In derermining the amount of the compensation City will exclude any cost:
1) i�curred prior to the effective date of this Agreement; or 2) arising out of or related to
the errors, omissions, neglinence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. [n the event [hat the City Adminisvator determines th�t
the Consut[ant's neeli�ence, errors, or omissions in [he performance of work
under this Agreemen[ has resultzd in expense to City greater than would have
resulted if there were no such negligence, errors, omissions, Co�sultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
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7wo Pa���AR2emenl ,
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paragraph is intended to lirtut City%s rights under other provisions of this
Agreement.
4. Pavment Not Final Appro��al. The Consultant understands and a�rces that pa�-ment to the
Consultant For any Project cost does not constitute a City final decision about whether
tha[cost is alloµ�able and elieible for payment under the Project and does no[constitute a
wai��er of anv ��iolation oi Consultan[ of the terms of the Agreement. The Consultant
acknowledges [hat City u�ill not make a final detertnina[ion about the eligibili[y of any
cost unul the Cma! payment has been made on the Project or the results of an audit of the
Project requested by the City h�s been completed, whiche��er occurs latest. If City
- determines Ihat the Consultant is not entitled to 2ceive any portion ot the compensaiion
due or paid, City wil! notify the Consultant in writine, statin� its reasons. The Consultant
agrees tha[ Project closeou[ will no[ alter the Consultant's responsibiliry to rerurn any
funds due Ciry 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 fi:nds pro�•ided
for the Project on the basis of a later xudit or other review.
a Consultnnt's Obligarion to Puy. lipon notification to the Consultane that speciFic
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remi[ to City prompdy the amounu ow�ed, includin; applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
1. Consultant is DesiQnated as an FPPC Filer. If Consultant is designated on Exhibi[ A,
Paragraph 14, as an "FPPC filer." Consultant is deemed to be a "Consultant" for thz
' purposes of the Poli[ical Reform Ac[ conflict of interest and disclosure provisions, and
sha11 report economic inrerests to the City Clerl: on the required Statemen[ of Economic
Interests in such reportin� categories as are specified in Paragraph l� of Fxhibit A, or if
none are specified, then as determined by the City Attomey.
2. No Particioation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or patticipate in making or io any way attempt ro use
Consultant s posiuon to influence a govemmental decisioo in which Consultant l:nows or
has reason to know Consultant has a Gnancial interest other than the compensation
promised by this A�reement.
3. Search to Determine Economic Interests. Re�ardless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligendy
conducted a search and inventory of Consultant's economic interests, as .he term is used
in the re�ulations promul�ated by the Fair Political Prac[ices Commission, and has
de[ermined that Consultant dces not, [o the best of Consultant's k:now•ledee, have an
economic interest which would conFlict with Consultant's duties under this Agreement.
Pa�e 8
T.ro Parrt Agrermek
15-21
4. Promise Not to Acquire Coollictine Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constimte a conflict of interest as prohibited by the Pair Political
Practices Act.
5. Dutv to Advise of Conflictin� Incerests. Reg:�rdless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultan[ will
immediatcly advise the City Attorney if Consultant learns of an economic interest of
Consultant's that may result in a contlict of interest for the purpose of the Fair Political
Practices Ac[, and regulations promulgatcd thereunder.
6. �ecific Warcantiec Aeainst Economic Interests. Consultant warra�ts, represents and
agrees that: - .
a. Vcither Consultant, nor Consul[an['s immediate family membcrs, nor Consultant's
employees or agents (Consultant Associates) presently have xny interest, direcdy or
indirecdy, whatscever in any propeny which may be the subject mxtter of[he Defined
Sen�ices, or in any propeay within 2 radial miles from the exterior boundaries of any
property which may be the subjec[ matter of [he Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Co�sultant or Consultant Associates in connection
with Consultant's performance of this Agrccmcnt. Consultant promiscs to advise City
of any such promise tliat may be made during the Term of this Agreement, or for
tweh�e months thereafter.
c. Consultant Associates sha14 not acquire any such Prohibited Interest within the Term
of this A�reemen[, or. for twelve montlu after the expiratio� of this Ageement,
except with the wri[ten permissioo of City.
d. Consultan[ may not conduc[ or solicit any business for any party to this Agrcement,
or for any third par[y that may be in conflict with Consultant's responsibilities under
this Agreemen[, except with[he written permission oF City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this scction apply if a Liquidated Damages Rate
is provided in Exhibi[ A, Para�raph 13.
L Estimatine Demases It is acknowtedged by both parties [hat time is of the essence in the
completion of this Agreement. I[ is difficul[[o estimate the xruount of damages resulting
from delay in performance. The parties have used their judoment to arrive at a reasonable
amoun[ to compensate for delay.
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15-22
2. Amount of Penaltv. Failure [o complete the Defined Services wit}�,in the allotted time
period specified in this Agrecment shall result in the followin� penalty: For each
consecutive calcndaz day in cxcess of [he time specified for the completion of the
respec[ive w�ork assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Dama�es Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Ea[ension of Time. If the performance of any act requirzd of Consultantis
directly prevented or delayed by reason of svikes, ]ockouts, labor disputes, unusual
Qovemmental delays, acts of God, fire, floods, epidemics, freight embaraoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be ezcused from perfomuo� chat act for thz period of dme equai to the
period of ume of the prevention or delay. I� �he event Consultant claims the existence of
such a delay, the Consultant shall notify the Cit}'s Contract Administrator,or designee, in
writing of that fact within ten calendar days after the beeinning of any such claimed
delay. Excensions of time aill not be granted For delays to minor portions of work unless
it can be shown that such delays did or will delay the pro�ress of the work.
ARTICLE V. TNDEMNIF1CATi0�'
A. Defense,Indemnih�, and Hold Harmless.
1. General Requirement. Except fo: liability for Desien Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its eluted and appointed officers, aaenu and employees, from and
against any and all claims, demands, causes oF ac[ion, costs, expenses, liability, loss,
damage or injury, in law or equity, to propeRy or penons, including wron�ful death, in
any manner arising out of or incident to any alleged acts,_omissions, ne�ligence, or
wiUful misconduct of Consultant, its officials, o�cers. employees, agenu, and
contractors, azising out of or in connection wi[h tne performance of the Defined Services
or this Agreement. This indemnity pro��ision does not inciude any claims, damages,
liability, cos[s and expenses (includine u�ithout limitations, attomeys fees) azising from
the sole ne�ligence, active neeligence or willful misconduct of the City, its officers,
employees. Also co��ered is liability arising from, connected with, caused by or claimed
to be caused by [he active or passi��e ne�ligent acts or omissions of ehe City, ics a�ents,
officers, or employees u�hich may be i� combination with the active or passive ne�li�ent
acts or omissions of[he Consultant, its employees, agents or officers,or any third party.
2. Desi�n Professional Services. If Consultant pro��ides desien professional services, as
defined by California Civil Code section 27825, as may be amended from time to time,
Consultan[ shatl 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, ezpenses, liabiliry, loss, damage or injury, in law or equity, to property or
persons, including u�rongful death, in any maaner arisine out of, pertainine [o, or rela[ing
[o the neLligence, recklessness, or willful misconduct of Consultant. its officials, officers,
employees, ager.�s, consulcants, and contractors arisine out of or in connection with the
pa�e 10
T��o Paily ARr�eme+u
15-23
performance of Consultant's services. Consultant's duty to defend, indernnify, and hold
harmless shall not include any claims or linbilities arising from the sole ne�lieence, active
negligence or a�illful misconduct of the City, its agents, officers or employees. This
section in no way alters, afFects or modifies the ConsultanYs obligations and duties under
this Agreement.
3. Costs of Defense and Award. lncluded in [he obliga[ions in Sections A.1 and A.2, above,
is che Consultanr s obligation to defend, at ConsultanYs own cost, expense and risk, any
and all sui[s, actions or other le�al proceedings, that may be brought or instituted avainst
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sectiuns A.1. and A2. Consul[an[ shall pay and satisfy anyjudement,
award or decree that may be rendered against City or its directors, of6cials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred bv each of them, subject to the limitations in Sections A.l..and A?.
4. Insurance Proceeds. ConsultanYs obligation to indemnify shall not be resvicted ro
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Artide V shal] not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs Ciry incurs enforci�g the
indemnity and defeose provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall ;urvi��e the termination of this
Agreement.
ARTICLE V I. TERMI�i)ATIOA' OF AGREEMENT
A. Terminateon 1br Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consul[ant shall viola[e
any of the covenants, agreements or stipulutions of this Agreemcn[, City shall havc the right
to terminate this Agreement by giving written notice ro Consultant of such termination and
spccifying the effective date thereof at least five (5) days before the effective date of such
termination. In tha[ event, all finished or unfinished documcnts, data, studics, surveys,
drawings, maps, reporu and other materials prepared by Consultant shall, at the option of[he
City, become the property of lhe City, and Consultant shall bc entitled to receive just and
equitable compensation, in an amounc no[ to exceed that payablc under this Agreement and
Iess any damages caused City by Consnhant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Terminauon.
B. Termination of Agreement for Convenience of City. City may terminatc 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. [n that event, all finished and unfinished documents and
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15-24
other mate;ials described hereinabo��e shall, at the option of tne City, become City's sole and
exclusive property. If the Agreement is terminated by Ciry as provided in this para�aph,
Coasultant shall be entitled to recei��e just and equitable compensadoo, in an amount not to
exceed that payable under this A�reement, fo: any satisfactary work completed on such
dceuments and other materials to the effective date of such termination. Consultant hereby
expressly waives any and all claims for damages or compensation arisine under this
Aoreement except as set forth in this secuon. �
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. Durin� the course of thz Project and `or three (3) years followin�
completion, the Consultaot aorees to maintain, intact and readily accessible. all data,
documents, reports, records, convacts, and suppoain� macerials relatine to the Project as City
may require. y_
B. Access to Records of Consultant and Subcontractors. The Consultant a;rees to permic.
and require its subcontractors to pennit City or its authorized representatives, upon request.
to inspece all Project work, materials, payrolls, and o[her data. and to audit the books,
records, and accounts of che Contractor and iCs subcontractors penaining ro the P%ject.
C. Project Closeout. The Consultant agrees chat Project doseout does not alter [he reporting
and record retention requirements of[his Ao eement.
ARTICLE VIII. PROJECT COMPLETiO\, AGDIT, A\D CLOSEOliT
A. Project Completion. �Vithin ninety (90) calendar days following Project completion or
termination by Ciry, Consultant a�rees to submit a final certificatioo of Project ex�nses and
audit repor�s, as applicable.
B. Audit of Consultanis. Consultant agrees to perfortn financial and compliance audiGC the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter ConsultanPs audic responsibilities. Audit
costs are allowable Project coscs.
C. Project CloseouL Projec[ closeout occurs �+�hen Ciry noti ies the Consultant chat Ciry has
closed the Projecc, and ei[her fonvards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Cor.sulta�[ agrees that Project closeout b}• City does not
invalidate any con[inuin� requirements imposed by the A�rcement or any unmet
requirements set foah in a written notification from Ciq�
ARTICLE IX. v1ISCELLANE0U5 PROVISIONS
A. Assignabili[y. The services of Consuttan[ a:e personal to the City, and Consultant shall not
assign any interest in this Av eement, and shall not transfer any interest in the same (whether
by assignment or notation), withou[ prior wri[ten consent of City.
Pa�e 12
Tro p¢��pgrcemrnf
15-25
L Limited Consent. Ciiy hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paraa aph 16 to the subconsultants identified as
"Permitted Subconsultants."
B. Ownership, Pub(ication, Reproduction and Use of Material. All reports, smdies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under ehis A�reement shall be the sole and exclusive
property of City. No such materials or properties produced in µ�hole or in part under Ihis
Agreemeot shall be subject to private use, copyrights or patent rights by ConsLiltant iu the
United States or in any other country without the express written consent of City. City shall
ha��e unrestricted authority to publish, disclose (except as mny be limited by the provisions oP
the Public Records Act), disvibute, and otherwise use, copyrighf or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
G Independent Contractor. City is interested only in the resiilts obrained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. Ciry maintains the right only to
rejec[ or accept Consultant's work products. Consultant and any of the ConsultanPs a�ents,
employees or representatives are, for all purposes under this Aereement, independent
contractors and shall not be deemed ro be employees of City, and none of them shall be
entided [o any benefits to which City employees ue entitled including but not limited to,
overtime, retirement beneFits, worker's compensation benefits, injury leave or other leave
benetits. Therefore, City will not withhold stute or federal income t�vc, sceial sewrity ta�c or
any o[her payroll ta�c, and Consultam shall be solely responsible for the payment of same :uid
shall hold the City harmless H-ith regard to them.
1. Actions on Behalf of Citv. Except as City muy specify in writing. Consultant shall have
no authority, express or implicd, to act on behalf of City in any capacity whatsoever, as
an aaent or othenvisc. Consultent shall havc no au[hority, express or implied, to bind
City or its members, a�ents, or employees, to any obligation wha�scever, unless expressly
provided in this Agreement.
2. 1'o Oblioations to Third Parties. In connection with the Project, Consul[an[ agrees and
shall require that its agcnts, employecs, subcontractors agree [hat City shall not be
responsible for any obligations or liabilitics to any thitd party, including its agents,
employees, subwntractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or appro��ed any solicitation,
suba�reemen�, or [hird party contract at any tier, City shall have no obligation or Gability
to any person or en�ity not a party ro this Agreement.
D. Administrative Claims ReyuiremenLs and Procedures. No suit or arbi[ration shall be
broubht arising out of this Asreement, against City unless a claim has fust been presented in
writing and filed w�ith Ciry and •acted upon hy City in accordance with the procedures set
fonh in Chapter 134 of the Chula Vista Municip:il Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth
Page l3
Tnn Party Aqreemmf
15-26
herein, and such policies and procedures used by Ciry in the implementa[ion of same. Upon
request by City, Consultant shall meet and confer in �ood faith wit6 City for the purpose of
resol��ing any dispute over the terms of this A�eemenc.
E. Administration of Contract. Each party designxtes the individuals (Contract
.4dministrarors) iodicated on Exhibit A, Paragraph 12, as that pazty's contract administrator
who is authorized b}' the par[y to represent it in the routine adminis[ratior. of this Agreement.
F. Term. "['his A�reement shall terminate wheo the parties have complied with all exuutory
provisions hereof.
G. Attorney's Fees. Should a dispute arisin� out of this Aereement result in litigatior., i[ is
agreed [hat the prevailing pany shall be entitled to a judement aeainst the other for an
amount equal (o reasonable attomeys' fees and coun costs incurred. The "prevailing party"
shall be deemed to be the pxrty who is awarded substantially the relief soueht.
H. Statement of Costs. In the eve�� that Consultant prepares a report or document, or
panicipa[es in the preparation oF a report or dceument in performine the Defined Sen-ices,
Consultant shall include, or cause the inclusion of, in the repott or document, a statement of
[he numbers and cost in dollar amounts of all convacts and subcontracts relati�� to the
prepazation oF the report or document.
L Consultant is Real Eslate Broker and/ur Salesman. If the box on Exhibi[ A, Paragraph 15
is marked, the Consultant and/or its principalsis/are licensed with the State of Califomia or
some o[her state as a real estate broker or salesperson. Otherwise, Consultant represents that
nei[her Consultant, nor its p.*incipals ue ]icensed real estate brokers or salespersons.
J. \otices. All notices, demands or requests provided for or permi[ted to be given pursuant to
[his Agreement must be in wrieng. All notices, demands and requests to be sent to any party
shall be deemed [o have been properly given or served if personally served or deposired in
the Uni[ed States mail, addressed to such party, posta�e prepaid, registered or certified, with
return receipt requested, at the addresses identified i❑ this Agreement as the places of
business for each o;the desi�nated panies.
K. Integration. This Agreement, ro2ether with any other written document referzed to or
contemplated in it, embody the entire Aareement and understanding between the parties
relaun� to [he subject matter hereof. Neither this Agreement nor anq provision of i[ may be
amended, modified, wai��ed or dischazged ezcept by an instrument in wri[ing executed by the
party against which enforcemen[of such amendment, waiver or dischar�e is sought.
L. Capacity of Parties. Each sienatory xnd party to this A�reement warrants and represents to
the other pany that it has le�al authorit}' and capacity and direction from its principal to enter
ir.to this Agreement, and that all necessary resolutions or o[her ac[io�s have been tal:en so as
to enab{e i[ ro enter into this �greement.
Paee 14
Tw-o Perry.igreemen�
15-27 -
M. Governing LawlVenue. This A�reement shall be governed by and construed in accordance
with the laws of the Sta[e of California. Any action arising under or relaun� to this
Agreement shall be brought only ii� the federa] 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 A�reement, and perTormance under it, shall bc thc City of Chula Vista.
(End of page. Next page is signature page.)
Page I S
Two Part)dSrcemcN
I _
15-28
Signature Page
to
Agreement between
City of Chula Vista and
R'est Coast Arborisu, Inc.,
To Provide Tree �Zaintenance Sercices
IN WIT\ESS WHEREOF, Cit}' and Consultant have executed [his Aoreement,
indicating fiat they have read and understood same, and indicate their full and complete consent
IO II$ IfRIlS:
City of Chula Vista
Bv: ����'Go�
J S do�•al, Ciq�Dlanager
A[tes[:
/l.�'ll�.�- � �I/1/��--�
Donna Norris, �Clerk
Approved as ro �orm:
��1� �icP L z'7
Glen R. Goo= s, City Atcomey
�Vest Coast bo isis,Inc.
BY� .- .
Pat k 1lahonev � '
V1`est Coasf 9rborisLS,Inc. ' '
Exhibit List [o A�reement
Exhibit A
Exhibit B (Price Schedule for Fiscal Year 2012-2013)
Pa�e 16
TAO PcR�.�reemuv _
15-29
Exhibit A
to
Agreement between
City of Chula Vista
and
West Coast Arborists,Inc.
1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of
[he effective date stated on page 1 of the Agreement.
The term of this A�reement is one(I) year from November 1, 2012—October 31, 2013. The
City will have three (3)one-year options ro extend this Aareement be�innin�on November
I, 2013 if so elected. The City will no[ify West Coast Arborists, Inc., in wri[ino of its
intention to elect any of i[s options prior to the expiration dates of November 1, 2013,
November 1,2014, November 1, 201� or I�`ovember l, 2016.
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State of California
O The Chula Vista Public Financing Authori[y, a
O The Chula Vista Industrial Development Authoriry, a
( ) Other: , a [insert business form]
(City)
3. Place of Business for City:
City of Chula Vis[a
276 Fourth Avenue
Chula Vista. C.4 919I0
4. Consultant
West Coast Arborists, Inc.
2200 E. Via Bmton Street
Anaheim, CA 92806
5. Business Form of Consul[anr.
( ) Sole Proprietorship
( ) Partnership
PGpC I�
Two Purt}�:i�rtemevr
15-30
(X) Corporadon
6. Place of Business,Telephone and Fa�c Number of Co�sultant:
7. General Duties:
To provide the Ciry with tree main[enance sen�ices in accordance w•i[h its bid with the
Ciry of Burbank dated Auwsc 5, 201 1.
8: Scope of Work and Schedule:
A. Detailed Scooe of Work:
The rates for i�t services during the lifetime of this A�reement are contained iu Exhibit B
ro this Agreement and is enutled "City of Chula Vista—Price Schedule:'
B. Date for Commencement of Consultant Ser�•ices:
( X) Same as Effective Date of Agreement
( ) O[her.
C. Dates or Time Limits for Delivery of Deli��erables:
Deliverable No. 1:
Deli�•erable Ivo. 2:
Deli��erable tio. 3:
D. Date for completion of all Consultant sen�ices:
9. Materials Required to be Supplied by City to Consultant:
10. Compensation:
A. O Sinale Fixed Fee Arran�emen[.
For performance of all of the Defined Ser.�ices by Conwltant as he;ein required. City shall
pa��a single fixed ;ee in the amouncs and at the times or milesrones or for the De!iverables set
forth below:
Single Fixzd Fee Amounr. , payzble as follou•s:
Milestone or Erent or Deliverabie Amouot or Pcrcent of Fixed Fee
O 1. Interim Monthly Ad��ances. The City shall mal:e intcrim monthly advances
against the compensa[ion due for each phase on a percentage of compleuon basis for
each gi��en 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
Page l8
Tw�a Part�':tRrecmtm
15-31
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactori]y completed, the City shall receive credit
aaainst the compensa[ion due for that phase. The retention amount or percenta�e se[
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 that
phase. Percenta�e of completion of a phase shall be assessed in the sole and
unfcttered discretion by the Contracts Administrator designatcd herein by the City,or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City tha[has been provided, but in no even[shall such interim
advance puyment be made unless the Consulcant shall have represented in writing that
said percentage of completion of the pltase has been performed by the Consul[ant.
The prac[ice of making interim mon[hly advances shall not com�ert this a�reement to
a timc and matcrials basis of payment.
B. O Phased Fixed Fee Arrangement.
For the performance of each phase or portion of che DeFned Services by Consul[anc as are
separately identitied below, City shall pay thc fixed fee associated with each phase of Services,
in the amounts and at the times or miles[ones or Dclivcrables set forih. Consultan[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 Pha,e.
Phase Fee for Said Phase
l. $
2. �
3. �
O 1. In[erim Monthly Advanccs. The City shall m�ilce interim monthly ad��ances
against the compensa[ion due for each phase on a percenta�e of completion basis for
each given phase such that, at [he end of each phase only the compensation for [ha[
phase has been paid. Any payments made hereunder shall be considered as interest
free lo�ns th:�t must be returned to the City if the Phase is ❑ot satisfactorily
completed. if [he Phase is satisfactorify completed, the City shall receive credit
acainst the compensation due for that phase. The re[ention amount or percentage set
forth in Parxgraph 18 is to be applied to each intcrim payment such that, at [he end of
the phase, the full retention has been held back from the compensation due forthat
phase. Percentage of completion of a phase shall be assessed in the sole and
unfet[ered 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 tha[ has been provided, but i❑ no event shall such interim
advance payment be made unless the Co�sultant shall have represented in writing that
said pereentagc of completion of the phase has becn performed by the Consultant.
The practice of making interim monthly advances shall �ot convert this agreement to
a [ime and materials basis of payment.
Page 19
TK•o Parl1'ARrrement
15-32
C. (X)Hourty Rate Arran�ement
For pedormance of the Defined Sen�ices by Consuhant as herein requi:ed, City shall pay
Consultant for the productive hours of time spent oy Consul[ant in the performance oF said
Services, at the rates or amounts szc fonh in the Rate Schedule herein below accordin� to the
follo�ains terms and condi[ions:
(i) (X)Not-to-Exceed Limitation on Time and Alaterials Arrangement
Notwi[hstandino the expenditure by Consultant of time and mnrerials in excess of said
Maximum Compensauon amount, Consultan[ agrees that Consultan[ will perform all of
the Defined Sen•ices herein required of Consultant for up to SISO,d00.00 including all
Materials, and o[her"reimbursables" (vla�iimum Compensation). _
(2) O Limitation without Furher Authorizacion on Time and Materials Arrangement
At such [ime as Consultant shall have incurred time and materials equal to
g (Authoriza[ion Limit), Consultant shall not be eatitled to
any additional compensation without funher authorization issued in writing and approved
by the Cicy. Nothing herein shall preclude Consultant from providin� additional Sen�ices
xt Consultanrs own cost and expense. Sce Exhibit B for wa�e rates.
O Houily rates may increase b�� 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
!L Materials Reimbursement Arrangement
For the cost ot out of pocke[expenses incu7ed by Consultanrin the performance of services
herein required,City shall pay Consultant ai [he rares or amounts set foRh below:
( ) �Ione, the compensalion iocludes all costs.
Cost or Rute
O Reports, not to exceed S S
O Copies, not to exceed S 5
O Tra��el, not ro exceed S S
( ) Printing, not to cxceed � �
O Postage. not to exceed S 5
O Delivery, no[ to exceed S �
( ) Outside Ser�ices: S
( ) Other Actual [dentifiable Dirzct Cos�s: �
. not to exceed 5 S
' , no[ to exceed S S
Pa�e 20
' Two Part}'Agreemem
15-33
12. Contract Administrators:
City:
Consultant
l3. Liquidated Darnages Rate:
( ) � per day.
( ) Other:
14. Statement of Economic lnteresLS,Consul[an[ Reporting Categories, per Cont7ict of lnterest
Code(Chula V ista Municipal Code chap[er 2.02): _ _
( X) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
O Cate�ory No. 1. Investments, sources of income and business interests.
O Category No. 2. Interests in real property.
O Category No. 3. [nvestmen[s, business positions, interests in real property, and
sources of income subjec[ [o the regulatory, permit or licensing authority of the
department admioistering this A�reement.
O Category No.4. Investments and business positions in business en[ities and sources of
income that enLage in land development, construction or [he acyuisition or sale of
real property.
O Category Vo. 5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the Ci[y of Chula
Vista or the City's Redevelopment Agency to provide services, supplies, matenals,
machinery or equipment.
O Cate�ory No. 6. Imestments and business positions in busincss entities and sources of
income that, within the past two years, have contracted with ihe depanment
administerins this Ageement to provide services, supplies, materi:ils, machinery or
equipment �
O List ConsultantAssociates interests in real property within 2 radial miles of Project
Property, if any:
Page 2l
Tw�n Parfy ARrremeN
15-34
15. O Consultanc is Real Estate Broker and/or Salesman
16. Permitted Subcon;ultants:
17. Bil! Processina:
A. ConsultanPs Billin= to be submitted for the followin�period of time:
(X)�4onthly
( )Quarterlp
( j O[her.
B. Day of the Period for submission of Consultant's Billing:
( ) First of the �4onth
O 15th Day of each Ivlooth
(X)End of the Month
( ) Other:
C. City's Account Vumber.
I8. Securiry for Performance
( ) Performance Bond, S
( ) Letcer of Credit, �
( ) Other Sewriq�:
. T}'pe:
Amoun:: S
O Retention. If this spacc is checked, thcn notwithstandin�other provisions to the convazy
requirine the payment of compensation ro the Consultant sooner, the City shall be entitled
to retain, at their option, either the following"Rerention Percentage" or`Retention
Amouni' unul the Cih�detemunes that the Retention Release E��eot, lisred below, has
occurred:
( ) Retention Percen[age:
( ) Retention Amount S
Retention Release Event:
O Completion of Atl Consultant Services
( )Other.
Pave 22
. 71ro Pa�ry'Agrzcmmr
� 15-35
O Olher: The Retention Amount may be released on a monthly b�sis provided that
Consultant has perfomied said mo�thly serviccs to thc sole satisfaction of the Assistant City
Manager/Director of Development Services or his designee.
I _
Page 23
Twn Porty Agreemen!
15-36
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Exhibit B
�
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. �
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15-37
,i
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City of Chula Vista
Price Schedule for Fiscal Year 2D12-2013
Tree Mainlenanca Service
Current Convers{on PBon �
Bid Ilem Description Unit Prices Rate man hrs) Burbank Difi S Dlft%
5 Queen(Cocos)Palm Pnin��g Each S 20.40 I man,1/3 hr S 20.00 S SO.tO} -2.0%
2 Pan Palm Pmning carh 5 J1.05 1 men,1(2 hr S J0.00 5 (7.05) -3.dy,
3 Pine Tree Runing 5 149.00 2 men,1 hr E 120.00 ; i29.00) 49.5% j
a &oadleat Tree Prun:�g Each 5 70.00 S 70.00 S - 0.0� (
. 5 Eucalyplus Tree Prunin9(SmaO; Each S 53.50 7 mar.,1 hr S 60.00 5 6.50 12.1%
G EucalypWSTreePruning(fJiedium) each S 739.25 2me41 hr 5120.00 ; (19:?5} '19'6°,S �
7 Eucatyplus Tree Prunina(larye) Each 5 203.60 3�rzn,1 hr S T80.00 S �7.3.fi�) -1 L6'J
d EucalyD��s Trce P�vning(Malure) Euh $ 321.4D 5 men,l.hr S 300.D0 S (.^.7 40) Ji.7Y,
10 Emergency iam-Spm Haur 5 G0.00 S G0.00 S - 0.0°6 i
17 £rne�genry5pm-7am Hour 5 °5.00 S 80.00 S i15A0? �19.E-;E I
TOTAL S 1.153z0 S1.Oaa.00 :i10i:01 �y.9`5 I
Conversun 21e is baseo on Giy of BuPoanRS 6ouM���e ot$60 per man hour.
ADDITIONAI SERVICES
Tree PlanGng �
15yaBon vd�h iuot barticr Each S 95.00
1 S�albn w;NOUI wot berrier Earh S 60.00
� 2A-hOx xith root barticr Eadi S 190.00
24-box�+ithoul rout bania Each $ 'q5.00
iree E Sfump Removal Dia lnCh 5 .'2.OU
Sl�mO Removal Dia.Inch S 9.00
Rool Pmrmg Lineal F�ol 5 72.00
I
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15-38 1