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HomeMy WebLinkAboutReso 1986-12422 RESOLUTION NO. 12422 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING CONTRACTS FOR A STATE ROUTE 125 STUDY: (A) CONTRACT BETWEEN CITY AND RICK ENGINEERING FOR ENGINEERING SERVICES; (B) CONTRACT BETWEEN CITY AND WILLDAN ASSOCIATES FOR ASSESSMENT FINANCIAL SERVICES AND LEGAL REVIEW AND (C) CONTRACT BETWEEN CITY AND GEORGE T. SIMPSON FOR PROJECT MANAGEMENT SERVICES, AND AUTHORIZING THE MAYOR TO EXECUTE THE CONTRACTS The City Council of the City of Chula Vista does hereby resolve as follows: WHEREAS, State Route 125 is one of the critical transportation elements necessary for the development of eastern Chula Vista, and WHEREAS, representatives of the owners of the lands near the proposed corridor have requested the City to conduct a study of the segment of SR-125 between Otay Lakes Road and SR-54 to determine (a) centerline alignment and the right-of-way requirements for an eight-lane freeway with grade separations; (b) preliminary engineering and costs of an interim four-lane facility within the corridor; and (c) the financing alternatives for the interim and long-term solutions. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby approve that certain contract between the City of Chula Vista and Rick Engineering for engineering services, dated the lst day of A@r~] , 1986, a copy of which is attached hereto and incorporated herein by reference as if set forth in full. BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista does hereby approve that certain contract between the City of Chula Vista and Willdan Associates for assessment financial services and legal review dated the lst day of Apr,] , 1986, a copy of which is attached hereto and incorporated herein by reference as if set forth in full. BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista does hereby approve that certain contract between the City of Chula Vista and George T. Simpson for Project Management services, dated the lst day of April , 1986, a copy of which is attached hereto and incorporated herein by reference as if set forth in full. -1- BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said Agreements for a State Route 125 Study for and on behalf of the City of Chula Vista. Presented by Approved as to form by ohn P. of Charles R. Gill, Assistant City Works/City Engineer Attorney 1368a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this.. ,,1st doy of April 19 86 , by the following vote, to--wit: AYES: Councilmembers Cox, Malcolm, Moore, Scott, McCandliss NAYES: Counci 1 members None ABSTAIN: Councilmembers None ABSENT: Counci lmembers None / Mayo~-of/~he, City of Chulo Vista · Clerk ' -"" ~ STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 12422 ,and that the same has not been amended or repealed DATED ~ City Clerk CI1Y OF CHULA VISTA CC-660 AGREEMENT FOR SERVICES THIS AGREEMENT, entered into this 1st day of April 1986, by and between THE CITY OF CHULA--~7~-TA, a municipal corporatio~ (hereinafter referred to as "City") and GEORGE T. SIMPSON (hereinafter referred to as "Project Manager"); ~W I T N E S S E T H: WHEREAS, the City is considering the need for the construction of an interim four-lane facility together with appurtenances and appurtenant work in the proposed STATE ROUTE 125 corridor (hereinafter referred to as the "Project") through the City and unincorporated area of the County of San Diego and desires to consider various applicable financing techniques, and WHEREAS, City is desirous to hire a Project Manager to coordinate activities of staff, as well as certain retained support consultants as it relates to the preparation of an engineering and financial analysis necessary to the development of a financing and construction implementation plan for a four-lane interim street between Otay Lakes Road and State Route 54 in the State Route 125 corridor. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows: MANAGEMENT SERVICES SECTION 1. The general and continuing services throughout the implemen- tation of the Project work program to be provided by the Project Manager, at the direction of the City Manager or his designee, shall be the following: A. Coordinate the activities of support consultants retained by the City as it relates to implementing the work program and the development of specific recommendations for financing and construction of an interim four-lane facility in the SR-125 corridor. B. Attend such meetings of City Council, Planning Commission, City staff, developer and other agencies as may be required. C. Review report documents or studies for the City as may be directed and required. D. Advise the City Manager directly, or his designee, on the implementa- tion of the SR-125 interim facility financing plan. E. Coordinate City staff, developer and supporting consultants activity and facilitate necessary meetings. F. Provide a monthly progress report to the City. SPECIFIC WORK PROGRAM SECTION 2. The Project Manager will be responsible for providing direc- tion to the supporting consultants and to coordinate the implementation of the following Tasks. The Support Consultants shall be responsible for completion of the following Tasks and shall provide 25 copies of a "FINAL REPORT" to the City. A. TASK #1 Base Map/Ownership 1. Prepare a 400-scale base map using assessor's parcel maps. 2. Prepare ownership list by parcel. 3. Prepare an overlay of all approved TM's and FM's and TM in process. 4. Prepare an overlay showing permanent dedicated open space and public easements. 5. Collect and map on an overlay environmental sensitivity data from previous projects within the proposed district. i B. TASK #2 Environmental 6. Conduct biological and archaeological surveys of the road alignment segments not surveyed in connection with other projects. 7. Field check impact areas where the proposed alignment crosses environmentally sensitive areas, and provide recommendations for mitigation options and costs. Perform a very preliminary soils and geological reconnaissance. i C. TASK #3 Preliminary Engineering 8. Determine minimum interim improvement required by the City of Chula Vista. 9. Prepare typical details and x-sections to illustrate the proposed improvements. - 2 - 10. Attend meetings with property owners, City and County to discuss various alternatives, including level of improvements, phasing of construction, district boundaries, and phasing of final subdivision maps and associated improvements. 11. Utilizing existing topographic maps, prepare 100-scale preliminary horizontal alignment studies in those areas where the alignment has not been established on approved tentative maps. 12. Based on the preferred horizontal alignment, prepare a grading analysis using the 100-scale topographic base map. 13. Calculate property lines based on assessor parcels and plot on the 100-scale alignment study. 14. Perform hydrology and hydraulic calculations to determine drainage facility sizes. 15. Prepare a quantity takeoff and construction cost estimate. 16. Cost estimates for bridge construction will be based on generalized concepts without benefit of foundation studies or structural calcu- lations. 17. Prepare full estimated project cost including design, construction, right-of-way and incidentals relating to benefit assessment financing. D. TASK #4 Right-of-Way 18. Estimate R/W costs includin§ land and easements for an eight-Jane freeway with grade separations. E. TASK #5 Financing Alternatives 19. Review and recommend financing techniques such as assessment districts, Mello-Roos, reimbursement districts, Bridge and Thoroughfare Fees, Benefit Assessments, and Development Impact fees for financing the right-of-way for an eight-lane freeway and the construction of an interim four-lane facility. 20. Prepare preliminary benefit boundaries. 21. Prepare and recommend a step by step procedure for the financing and construction of an interim four-lane facility in the proposed SR-125 corridor. 22. Provide legal review and analysis of recommended implementation program. -3- SECTION 3. A. The amount of time estimated to prepare and complete the Project Report is one hundred eighty (180) days. B. The general management services under this Agreement shall be contin- uing until completion of the project or termination of this Agreement. FEE FOR SERVICES SECTION 4. Project Manager shall be paid a fee based on a hourly rate of $85.00 per hour, plus reimbursement for all out-of-pocket expenses outside of normal office expenses, including but not limited to, travel, printing, map preparation, aerial photography and related documentation repro- duction. All fees will be payable on a monthly basis upon an invoice submitted by the Project Manager. The total fee for Project Management Services shall not exceed $7,500.00, unless further written authorization is given by the City. SERVICES BY CITY SECTION 5. City further agrees to furnish to Project Manager, in a timely manner, such maps, records and other documents and proceedings, or certified copies thereof, as are available and may be reasonably required by Project Manager in the performance of these services. CONFLICT OF INTEREST SECTION 6. Project Manager presently has and shall acquire no interest whatsoever in State Route 125, the subject matter of this Agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by Project Manager under this Agreement. - 4 - TERMINATION OF AGREEMENT FOR CAUSE SECTION 7. If, through any cause, Project Manager shall fail to fulfill in a timely and proper manner his obligations under this Agreement, or if Project Manager shall violate any of the covenants, agreements, or stipulations of the Agreement, City shall have the right to terminate this Agreement by giving written notice to Project Manager 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 Project Manager shall, at the option of City, become the property of City and Project Manager shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termination, not to exceed the amounts payable under Section 4, hereinabove. TERMINATION FOR CONVENIENCE OF CITY SECTION 8. City may terminate this Agreement at any time and for any reason by giving written notice to Project Manager 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 in Section 7, here- inabove, shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provid- ed in this paragraph, Project Manager shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Project Manager hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in Section 4, hereinabove, in the event of such termination. ASSIGNABILITY SECTION 9. Project Manager shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City; provided, however, that claims for money due or to become due to Project Manager from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to City. Any assignment requiring approval may not be further assigned without City approval. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL SECTION 10. 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 the City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent right by Project Manager in the United States or in any country without the express written consent of the City. City shall have unrestricted authority to publish, disclose (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. INDEPENDENT CONTRACTOR SECTION 11. City is interested only in the results obtained, and Project Manager shall perform as an independent contractor with sole control of the manner and means of performing the services required under the Agreement. City maintains the right only to reject or accept Project Manager's final work product as each phase of this Agreement is completed. Project Manager and any of Project Manager's agents, employees, or representatives are, for all purposes under this Agreement, an independent contractor, and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including, but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. CHANGES. SECTION 12. City may from time to time require changes in the scope of the services by Project Manager to be performed under this Agreement. Such changes, including any increase or decrease in the amount of Project Manager's compensation, which are mutually agreed upon by City and Project Manager shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, City and Project Manager have executed this Agreement on this 1st day of ^pti1 , 1986. THE CITY OF CHULA VISTA PROJECT MANAGER Mayor of the~ of~C~ula~ista ~r~ge~. S i~on~ Approved as to form by AGREEMENT FOR SERVICES THIS AGREEMENT, entered into this 1st day of A~ril , 1986, by and between THE CITY OF CHULJ~--V~-TA, a municipal corporation (hereinafter referred to as "City") and WILLDAN ASSOCIATES (hereinafter referred to as "Consultant"); W I T N E S S E T H: WHEREAS, the City is considering the need for the construction of an interim four-lane facility together with appurtenances and appurtenant work in the proposed STATE ROUTE 125 corridor (hereinafter referred to as the "Project") through the City and unincorporated area of the County of San Diego and desires to consider various applicable financing techniques, and WHEREAS, City is desirous to hire a Consultant to prepare a financial analysis necessary to the development of a financing and construction imple- mentation plan for a four-lane interim street between Otay Lakes Road and State Route 54 in the State Route 125 corridor. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows: SPECIFIC WORK PROGRAM SECTION 1. Consultant shall be responsible for completion of the following Tasks and shall provide 25 copies of a "FINAL REPORT" to the City. A. Review and recommend financing techniques such as assessment districts, Mello-Roos, reimbursement districts, Bridge and Thoroughfare Fees, Benefit Assessments, and Development Impact fees for financing the right-of-way for an eight-lane freeway and the construction of an interim four-lane facility. B. Prepare preliminary benefit boundaries. C. Prepare and recommend a step by step procedure for the financing and construction of an interim four-lane facility in the proposed SR-125 corridor. D Provide legal review and analysis of recommended implementation program, such legal review to be provided by the firm F. MACKENZIE BROWN. SECTION 2 A. The amount of time estimated to prepare and complete the Project Report is one hundred eighty (180) days. B. The consultant services under this Agreement shall be continuing until completion of the project or termination of this Agreement. FEE FOR SERVICES SECTION 3. Consultant shall be paid a fee based on the attached hourly rate schedule, plus reimbursement for all out-of-pocket expenses outside of normal office expenses, including but not limited to, travel, printing, map preparation, aerial photography and related documentation repro- duction. All fees will be payable on a monthly basis upon an invoice submitted by the Consultant. The total fee for services provided under Section 1, Specific Work Program, shall be as follows: A. For Tasks A,B, & C, a fee not to exceed $8,500 without further written authorization from City. B. For Task D, a fee not to exceed $2,500 without further written authorization from City. SECTION 5. Consultant presently has and shall acquire no interest whatsoever in State Route 125, the subject matter of this Agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by Consultant under this Agree- ment. TERMINATION OF AGREEMENT FOR CAUSE SECTION 6. If, through any cause, Consultant shall fail to fulfill in a timely and proper manner his obligations under this Agreement, or if Consul- tant shall violate any of the covenants, agreements, or stipulations of the Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and speci- fying 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 City, become the property of City and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termination, not to exceed the amounts payable under Section 4, hereinabove. TERMINATION FOR CONVENIENCE OF CITY SECTION 7. City may terminate this Agreement at any time and for any reason by giving 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 in Section 7, hereinabove, shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in Section 4, hereinabove, in the event of such termination. ASSIGNABILITY SECTION 8. Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City; provided, however, that claims for money due or to become due to Consultant from City under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to City. Any assignment requiring approval may not be further assigned without City approval. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL SECTION 9. 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 the City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent right by Consultant in the United States or in any country without the express written consent of the City. City shall have unrestricted authority to publish, disclose (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. INDEPENDENT CONTRACTOR SECTION 10. 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 the Agreement. City maintains the right only to reject or accept Consultant's final work product as each phase of this Agreement is completed. Consultant and any of Consultant's agents, employees, or representatives are, for all purposes under this Agreement, an independent contractor, and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. CHANGES SECTION 11. City may from time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any increase or decrease in the amount of Consultant's com- pensation, which are mutually agreed upon by City and Consultant shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, City and Consultant have executed this Agree- ment on this ls~c day of April , 1986. THE CITY OF CHULA VISTA CONSULTANT Mayor o~ th~-C~y of Chul~Vista ~ill~l~n Associ~:~/ /~ -City Clerk Approved as to form by C~y~Attorney WlLLDAN ASSOCIATES [] ENGINEEI S &,P. N.NEPS Anoheim Norwo k, Ventu o Loncos e Son Bernordino ond Son Diego Col~forn~o SCHEDL;LE (,F FEES FOR PROFESSIONAL SERVICES AUGUST 1, 1985 - JULY 31, 1986 FEE RATE CLASSIFICATION PER HOUR PRINCIPAL ENGINEER $ 90.00 DIVISION MANAGER 80.00 SENIOR PROJECT ENGINEER 67.00 PROJECT MANAGER 61.00 PROJECT ENGINEER 56.00 SENIOR SURVEY ANALYST 55.00 SENIOR DESIGNER 48.00 SENIOR PUBLIC WORKS INSPECTOR 47.00 SENIOR DESIGN ENGINEER 45.00 SENIOR DRAFTSPERSON 44.00 DESIGN ENGINEER 40.00 DESIGNER 40.00 PUBLIC WORKS INSPECTOR 40.00 DRAFTSPERSON 37.00 JUNIOR DRAFTSPERSON (TECHNICAL AID) 31.00 SENIOR REAL PROPERTY AGENT 67.00 RI:AL PROPERTY AGENT 61.00 ASSISTANT REAL PROPERTY AGENT 50.00 TWO-MAN FIELD PARTY 108.00 THREE-MAN FIELD PARTY 134.00 CLERICAL 28~0q IT SHOULD BE NOTED THAT THE FOREGOING WAGE RATES ARE EFFECTIVE THROUGH JULY 31, 1986. THE RATES MAY BE ADJUSTED AFTER THAT DATE TO COMPENSATE FOR LABOR ADJUSTMENTS AND OTHER INCREASES IN LABOR COSTS. 3633 CAMINO DEL RIO SOUTH · SUITE 207 · SAN DIEGO · CALIFORNIA 92108 · (619) 281-9211 AG~EMENT FOR ENGINEERING SERVICES BETWEEN CITY OF CHULA VISTA AND RICK ENGINEERING COMPANY THIS AGREEMENT is made and entered into this lst day of April , 1986 by and between CITY OF CHULA VISTA, herein after referred to as "CITY" and RICK ENGINEERING COMPANY, a California Corporation, herein after referred to as "ENGINEER". RECITALS A. WHEREAS, the CITY requires the services of a consulting ENGINEER to render certain technical and professional services in connection with the development of a financing and construction implementation plan for a four-lane interim street northerly of Otay Lakes Road and State Route 54 in the proposed State Route 125 corridor. B. WHEREAS, the CITY requires the services of the consulting Engineer to accomplish the above task and CITY desires to contract with ENGINEER for such services. C. WHEREAS, the ENGINEER represents that it is qualified, it has personnel and facilities available necessary to accomplish the work within the required time, and ENGINEER desires to undertake the same. NOW, THEREFORE, in consideration of the recitals and mutual obligations of the parties as herein expressed CITY and ENGINEER agree as follows: SECTION 1 SCOPE OF SERVICES: ENGINEER agrees to provide and be responsible for completion of the following tasks and shall provide 25 copies of the final report to the CITY. TASK #1 BASE MAP/OWNERSHIP 1. Prepare a 400-scale base map using assessor's parcel maps. 2. Prepare ownership list by parcel. 3. Prepare an overlay of all approved Tentative Maps and Final Maps and Tentative Map in process. 4. Prepare an overlay showing permanent dedicated open space and public easements. 5. Collect and map on an overlay environmental sensitivity data from previous projects. TASK #2 ENVIRONMENTAL 6. Conduct biological and archaeological surveys of the road alignment segments not surveyed in connection with other projects. 7. Field check impact areas where the proposed alignment crosses environmentally sensitive areas, and provide recommendations for mitigation options and costs. TASK ~3 PRELIMINARY ENGINEERING 8. Determine minimum interim improvement required by the City of Chula Vista. 9. Prepare typical details and x-sections to illustrate the proposed improvements. 10. Attend meetings with property owners, City, and County to discuss various alternatives, including level of improvements, phasing of construction, district boundaries, and phasing of final subdivision maps and associated improvements. 11. Utilizing existing topographic maps, prepare a 100-scale preliminary horizontal alignment studies in those areas where the alignment has not been established on approved tentative maps. 12. Based on the preferred horizontal alignment, prepare a 100 scale single line plan and profile as well as a grading analysis using the existing topographic map. 13. Calculate property lines based on assessor parcels and plot on the 100-scale alignment study. Right-of-Way lines to be established for a proposed eight-lane freeway with grade seperations. 14. Perform hydrology and hydraulic calculations to determine drainage facility sizes. 15. Prepare a quantity takeoff and construction cost estimate. 16. Cost estimates for bridge construction will be based on generalized concepts without benefit of foundation studies or structural calculations. 17. Prepare full estimated project cost including design, construction, right-of-way and incidentals relating to benefit assessment financing. SECTION 2 AUTHORIZATION, PROGRESS AND COMPLETION Upon execution of this agreement by both parties hereto, ENGINEER is authorized and directed to proceed with the preparation and completion of plans and reports as provided in Section 1 of the Agreement. ENGINEER shall proceed with the work immediately, prosecute the work diligently to completion in accordance with the following schedule: The amount of time estimated to prepare and complete the above tasks is a minimum of one hundred eighty (180) days. It is mutually understood by ENGINEER and CITY that final plans and reports will be completed by the estimated time listed above subject to timely review by the affected governmental agencies. SECTION 3 FEE FOR SERVICES The Consultant shall be paid for the Engineering services on a lump sum fee basis the following amounts: TASK #1 Base Map/Ownership $ 8,500.00 TASK 42 Environmental 6,500.00 TASK #3 Preliminary Engineering 34,000.00 TOTAL $49,000.00 -4- The fee for the purpose of preparation and completion of the Implementation Report shall not exceed above total unless further written authorization is given by the City. Fees and expenses will be billed monthly as the work progresses and the net amount shall be due within 30 days from the date of receipt of the invoice by the City. SECTION 4 SERVICES BY CITY CITY further agrees to furnish to the ENGINEER, in a timely manner, such maps, records and other documents and proceedings, or certified copies thereof, as are available and may be reasonably required by the ENGINEER in the performance of these services. SECTION 5 CONFLICT OF INTEREST The ENGINEER presently has and shall acquire no interest whatso- ever in State Route 125, the subject matter of this Agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by the ENGINEER under this Agreement. SECTION 6 TERMINATION OF AGREEMENT FOR CAUSE If, through any cause, the ENGINEER shall fail to fulfill in a timely and proper manner his obligations under this Agreement, or if the ENGINEER shall violate any of the covenants, agreements, or stipulations of the Agreement, CITY shall have the right to terminate this Agreement by giving written notice to ENGINEER of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termina- tion. In that event, all finished or unfinished documents, data, studies, surveys, drawing, maps, reports, and other materials prepared by the ENGINEER shall, at the option of CITY, become the property of CITY and ENGINEER shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termination, not to exceed the amounts payable under Section 3, hereinabove. SECTION 7 TERMINATION FOR CONVENIENCE OF CITY CITY may terminate this Agreement at any time and for any reason by giving written notice to the ENGINEER 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 de- scribed in Section 6, hereinabove, shall, at the option of the CITY, become CITY's sole and exclusive property. If the Agree- ment is terminated by CITY as provided in this paragraph, ENGINEER shall be entitled to receive just and equitable compen- sation for any satisfactory work completed on such documents and other materials to the effective date of such termination. ENGINEER hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth in Section 3, hereinabove, in the event of such termination. SECTION 8 ASSIGNABILITY The ENGINEER shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of CITY; provided, however, that claims for money due or to become due to the ENGINEER from CITY under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval. SECTION 9 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 the CITY. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent right by the ENGINEER in the United States or in any country without the express written consent to the CITY. CITY shall have unrestricted authority to publish, disclose (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. -6- SECTION 10 INDEPENDENT CONTRACTOR CITY is interested only in the results obtained, and ENGINEER shall perform as an independent contractor with sole control of the manner and means of performing the services required under the Agreement. CITY maintains the right only to reject or accept ENGINEER'S final work product as each phase of this Agreement is completed. ENGINEER and any of ENGINEER'S employees, or representatives are, for all purposes under this Agreement, an independent contractor, and shall not be deemed to be an employee of CITY, and none of them shall be entitled to any benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. SECTION 11 CHANGES CITY may from time to time require changes in the scope of the services by the ENGINEER to be performed under this Agreement. Such changes, including any increase or decrease in the amount of ENGINEER'S compensation, which are mutually agreed upon by CITY and ENGINEER shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, City and Rick Engineering company have executed this Agreement on this 1st day of April , 1986. CITY OF CHULA VISTA, A Municipal Corporation Ci anager RICK ENGINEERING COMPANY H~oushmand Aftahi, Se~ary I hereby approve the form and legal~ity of the foregoing Agreement this ~ day of //~/m~x~,'/ , 1986. City-Attorney f~' -