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HomeMy WebLinkAbout2006/10/17 Item 6 COUNCIL AGENDA STATEMENT ITEM No.: MEETING DATE: 10/17/06 G ITEM TITLE: Resolution of the City Council of the City of Chula Vista awarding the consultant agreement for Eastern University District Transit Plan to IBI Group and authorizing the Mayor to execute the agreement. SUBMlTfED BY' Di=.", ofP1='o, & B"i1ili"~ ~ REVIEWED BY: Interim City Manager r/ ( 4/STHS VOTE: YES No 1L SUMMARY: The Eastern University District Plan will provide a conceptual transit-oriented plan and designs for a critical 2,000-acre section of the master planned Otay Ranch community with a rapid transit network linking Otay Ranch's town centers, a university campus, a regional technology park and other urban centers in the region. Council approved Resolution 2005-324 to apply for and receive the State grant funding for this project, and approved Resolution 2006-015 signing the transfer agreement for the funds from the State. Now staffrecommends awarding the contract to IBI Group to begin work on the plan. Total contract amount is $105,700. RECOMMENDATION: That City Council adopt the resolution awarding the consultant agreement with IBI Group and authorize the Mayor to sign the agreement. BOARD/COMMISSIONS RECOMMENDATION: N/A DISCUSSION: Background Summary The Eastern University District Transit Plan will provide a conceptual transit-oriented plan and designs for a criticaI2,000-acre section of the master planned Otay Ranch community. Ultimately, the project will provide a state-of-the-art Bus Rapid Transit (BRT) network linking Otay Ranch's town centers, a university campus, a regional technology park, and an urban center with each other and with activity centers in downtown San Diego, Southern San Diego County and the region. 6-1 Page 2, Item No.: ~ Meeting Date: 10/17/06 Specifically, we are proposing to conduct a series of studies that will form a framework for the transit network within those centers. The plan will incorporate findings from a route analysis, a station analysis, a facilities analysis, and a traffic analysis. A phasing and implementation plan will identify task order and dependency as well as capital and operational requirements. Consultant Selection Process In April, 2006, City staff advertised a Request for Proposal for professional services to prepare the Eastern University District Transit Plan, according to Council procurement policy. The City received two proposals, both of which were well prepared. On June 12 and 13, both illI Group and STY Incorporated were interviewed by a four-member panel consisting of a Principal Planner, a Traffic Engineer and a Principal Management Assistant from the City, and a Transportation Planner from the California Department of Transportation. Both firms were determined to be qualified, capable and available to do the proposed project. The panel selected illI Group for the contract award as the low bidder, thereby making additional grant funding available for supplemental community outreach. DECISION-MAKER CONFLICTS: Not Applicable: Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations Section 1 8704.2(a)(1) is not applicable to this decision. FISCAL IMPACT: State grant funding will reimburse for the contract consulting services. To fulfill State requirements for the grant, the City will provide matching funds of $50,390 in already-budgeted stafftime. Attachments 1. Two-party Agreement with illI Group. H:\Planning\BobMc\Transit Grant A 113 10-17-06 rl 6-2 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AWARDING THE CONSULTING AGREEMENT FOR THE EASTERN UNIVERSITY DISTRICT TRANSIT PLAN TO IBI GROUP, AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, on September 20, 2005 Council approved Resolution 2005-324 accepting a Community-based transportation planning grant for the Eastern University District Transit Plan; and WHEREAS, on January 17, 2006 Council approved Resolution 2006-015 authorizing the Mayor to sign a fund transfer agreement with the State of California Department of Transportation for the City to receive grant funds for the Eastern University District Transit Plan proj ect; and WHEREAS, in June, 2006, City staff completed the formal request for proposal process to award the consulting services agreement to a third party to complete the Eastern University District Transit Plan; and WHEREAS, the consultant selection panel consisting of three City staff and one Caltrans staff recommends awarding the agreement to IBI Group, a San Diego based consulting firm. NOW, THEREFORE, BE IT RESOLVED that the City of Chula Vista does hereby award the consulting agreement for the Eastern University District Transit Plan to IBI Group. BE IT FURTHER RESOLVED that the Mayor IS authorized to SIgn said agreement on behalf ofthe City. Presented by Approved as to form by I , J.D. Sandoval Planning & Building Director H:\PlanninglBobMc\Transit Grant lEI Contract Reso IO-17-06.doc 6-3 THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIl" -~) / I, ."-;1 Ui . Dated: \ D\ c\\ oc" , ' Agreement Between the City of Chula Vista and IBI Group for Transportation Planning Services 6-4 f Parties and Recital page(s) Agreement between City of Chula Vista and IBI Group for Transportation Planning ~ervices This agreement ("Agreement"), dated November 1, 2006 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, in April, 2006 the City advertised a request for proposal for transportation services for the Eastern University District Transportation Plan; and, Whereas, the property which is the subject matter of this Agreement is commonly known as the Eastern University District, and is legally described as set forth in the attached Exhibit A ("Property"); and, Whereas, Consultant was awarded the contract based on their proposal submission and subsequent panel interview in a competitive process; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; (End of Recitals. Next Page starts Obligatory Provisions.) 2ptyIBIGroup 7-11-06rl Page 1 6-5 " Obligatory provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties .,. A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the 2ptyIBIGroup 7-11-Q6rl Page 2 6-6 I "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care " Consultant, in performing any Services:under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability coverage") . Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance 2ptyIBIGroup 7-11-06rl Page 3 6-7 " demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Security for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting 2ptyIBIGroup 7-11-06rl Page 4 6-8 I to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A..' ',' (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City 2ptyIBIGroup 7-11-06rl Page 5 6-9 " shall compensate consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall cbmpensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term. This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate") . 2ptyIBIGroup 7-11-06rl Page 6 6-10 I Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect. of delays to the work and will not be granted for delays to minor'portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests. 2ptyIBIGroup 7-11-06rl Page 7 6-11 I Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless 2ptyIBIGroup 7-11-06rl Page 8 6-12 Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful miscondutt of the Consultant, and Consultant's employees, subcontractors Or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. For those professionals who are required to be licensed by the state (e.g. architects and engineers), the following indemnification provisions should be utilized: 1. Indemnification and Hold Harmless Agreement. With respect to any liability, including but not limited to 2ptyIBIGroup 7-11-06rl Page 9 6-13 I claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section.X.2, the Consultant agrees to defend, indemnify, protect, and h~ld harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. 2. Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, losses or payments for injury to any person or property, caused directly or indirectly from the negligent acts, errors or omissions of the Consultant or Consultant's employees, agents or officers; provided, however, that the Consultant's duty to indemnify shall not include any claims or liability arising from the negligence or willful misconduct of the City, its agents, officers and employees. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other 2ptyIBIGroup 7-11-06rl Page 10 6-14 " materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant I s breach. '.' 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as. set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 2ptyIBIGroup 7-11-06rl Page 11 6-15 I 12. ownership, publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement:shall be the sole and exclusive property of City. No such materi~ls or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtim~, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. 2ptyIBIGroup 7-11-06rl Page 12 6-16 " good over Upon request by City, Consultant shall meet and confer in faith with City for the purpose of resolving any dispute the terms of this Agreement. 15. At torney's Fees Should a dispute arising out of this Agree~nt result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt 2ptyIBIGroup 7-11-06rl Page 13 6-17 ~ requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula vista. [end of page. next page is signature page.] 2ptyIBIGroup 7-11-06rl Page 14 6-18 I Signature Page to Agreement between City of Chula Vista and IBI Group for Transportation Planning Services " , IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: , 2006 City of Chula Vista by: Stephen Padilla, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: By: S't By: ~ Exhibit List to Agreement ( X ) Exhibit A, 2ptyIBIGroup 7-11-06rl Page 15 6-19 Exhibi t A to Agreement between City of Chula Vista and IBI Group . f 1. Effective Date of Agreement: November 1, 2006 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California () Redevelopment Agency of the City of Chula vista, a political subdivision of the State of California ("City") 3. Place of Business for City: City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 4. Consultant: IBI Group 5. Business Form of Consultant: ) Sole Proprietorship X) Partnership ) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 701 B Street, Suite 1170 San Diego, CA 92101 Voice Phone (619) 234-4110 Fax Phone (619) 234-4109 7. "Property" - Village Nine and Village Ten in the Otay Ranch General Development Plan in the Eastern University District of the City's General Plan. 2ptyIBIGroup 7-ll-06rl Page 16 6-20 p 8. General Duties: Consultant shall perform transportation planning services for a 2,OOO-acre section of the master planned Otay Ranch community. Ultimately, the project.'will provide a plan using a state-of-the-art Bus Rapid Transit (BRT) network linking Otay Ranch's town centers, a university campus, a regional technology park, and an urban center with each other and with activity centers in downtown San Diego, Southern San Diego County and the region. There are seven major tasks in the detailed scope of work. 9. Scope of Work and Schedule: A. Detailed Scope of Work: 1. Task One - Public Involvement/Meetings: Consultant shall attend monthly meetings with City's project planning team. Consultant shall attend monthly meetings with a project coordination group containing major regional players. Consultant shall attend four citizens advisory group (CAG) meetings: Meeting 1 to cover Goals, Objectives and Serving the Community; Meeting 2 to cover Transit Service Concepts; Meeting 3 to cover Transit Station Concepts and Surrounding Environment; and Meeting 4 to cover Implementation Plan Input. Consultant shall attend two open house meetings: one following the second CAG meeting; and the second following the third SAG meeting. Consultant shall set up community outreach/information booths for four days at locations determined by the City to make the community aware of the effort, objectives and methods for their providing input. 2. Task Two - Station Analysis: Consultant shall evaluate the feasibility for near-term use of transit station sites in the University and in Village 9, including two transit station concept layouts for application to the different areas. Provide two local stop concept layouts, and an evaluation of station locations for near-term implementation, and an evaluation of alternatives to speed service and increase access. If stations are identified that are not feasible in the near term, 2ptyIBIGroup 7-11-06rl Page 17 6-21 I Consultant shall evaluate alternative station sites based on potential ridership and system connectivity. This analysis shall include an evaluation of where stations could be added or deleted to speed the service and/or provide better access to transit centers via surface streets. < 3. Task Three - Traffic Analysis: Consultant shall identify locations of priority treatments along various identified transit routes. These may include the use of dedicated lanes, or the need for signal priority, queue jumpers, etc. for mixed flow travel. This task shall also involve an analysis of how the priority treatments will function and their traffic impacts. Consultant shall evaluate connectivity between the university campus and Village 9 across Eastlake Parkway under the various City alternatives in order to create seamless transition in function between them. Consultant shall also analyze how the elimination or reduction of Eastlake Parkway would impact the quality of parallel facilities in adjacent villages, specifically the pedestrian-orientation of the Village 9 couplets. Consultant shall conduct a traffic impact analysis on the modifications. 4. Task Four - Appurtenant Facilities Analysis: Consultant shall identify supporting proposed facilities such as: park and ride lots, drop off areas, bicycle facilities, and pedestrian facilities. Consultant's report shall analyze and describe local supporting land uses and their applicability to the identified proposed support facilities. 5. Task Five - Conceptual Engineering Sketches: Consultant shall develop up to 10 engineering concept sketches to represent intersections or segments of transitway. Sketch level drawings shall indicate the square footage of land required for the stations, the layout and right-of-way required for priority treatments (dedicated lanes, queue jumpers, etc.); access into and out of the station (pedestrian and vehicular); land use integration, and park and ride capability. Simple concept 2ptyIBIGroup 7-11-06rl Page 18 6-22 sketches shall be developed for key station locations (identified in Task 2) . 6. Task Six - Capital Cost Estimates: Consultant shall develop an order of magnitude capital cost estimate for implementing the improveme~ts that are indicated by the recommendations stated in Task 5. The estimates shall include: Station and bus stops; Priority treatments and mitigations proposed in Task 3; Supporting systems, rights-of-way, communications and other related costs. 7. Task Seven - Phasing and Implementation Plan: Consultant shall develop a phasing plan for implementation of the project within the study area. The phasing plan shall identify which actions are dependent upon other actions and which can be implemented independently. The phasing plan shall clearly indicate how the system can be phased into its entirety over five years. Each phase shall indicate what is required in terms of capital acquisition, construction, operations/service plans, and how the project would be built up to achieve full implementation. The analysis should consider: Planned phasing and development of various communities and sub-areas; Phasing of the connecting regional transit services and the planned roadway/freeway network; Logical increases in service over time to match community build-out; Stations to be developed or expanded; and, capital costs associated with proposed priority treatments and stations. 8. Task Eight - Combined Report: Consultant shall combine all of the key final technical deliverables into a final report. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No.1: Provide project information flyer and web page materials to City for posting to City web site. Prepare overview 2ptyIBIGroup 7-11-06rl Page 19 6-23 p presentation, as well as additional presentation materials for City planning team meetings, public meetings and community meetings. Attend meetings as detailed in Task 1. Due Date: From 11/1/06 to 5/30/07. Deliverable No.2: Technical Report - Transit Service Concepts and Station Locations Plan for EUC and vill~ge 9. Due Date: March 15, 2007 Deliverable No.3: Technical Report - Transit Priority Measures and Traffic Impacts Evaluation. Due Date: April 15, 2007 Deliverable No.4: Results of the Appurtenant Facilities analysis as described in Task 4 to be included in the Technical Report under Deliverable No.2. Due Date: March 15, 2007 Deliverable No.5: Conceptual engineering sketches, as described in Task 5 to be included in Deliverable No. 1 public meetings and to be included in Deliverable No.7, Phasing & Implementation Technical Report. Due Date: April 30, 2007 Deliverable No.6: Technical report - Capital Cost Summary, documenting results of the analysis. This document will contain all the background/support information indicating how the final results were developed. Due Date: May 31, 2007 Deliverable No.7: Chapter in Final Project Binder (Deliverable No.8) - Draft Phasing & Implementation Plan, that documents the results of the analysis. Due Date: May 31, 2007 Deliverable No.8: Combined Report Final Project Binder & Electronic Files. Ten hardcopies of the report to be delivered in a project binder, along with PDF versions of the documents on CDs. Due Date: May 31, 2007 D. Date for completion of all Consultant services: June 30, 2007 10. Insurance Requirements: ( X) General Liability: $1,000,000 per occurrence with the City named as an additional insured. If Commercial General Liability Insurance with a general aggregate limit is used, the general aggregate limit must be $2,000,000. 2ptyIBIGroup 7-11-06rl Page 20 6-24 II xl Automobile Liability: $1,000,000 per accident for bodily injury and property damage. X) Workers' Compensation: Statutory. X) Employer's Liability: $1,000,000 each accident; $1,000,000 disease-policy limi~~ $1,000,000 disease - each employee. " ( X) Professional Liability or Errors & Omissions Liability: $500,000 each occurrence; $1,000,000 policy aggregate. 11. Materials Required to be Supplied by City to Consultant: None. 12. Compensation: A. Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the phase is not satisfactorily completed. If the phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless 2ptyIBIGroup 7-11-06rl Page 21 6-25 II the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. .' " B. (X ) Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. phase/Deliverable Fee for Said Phase 1. Public Involvement/Meetings 2. Station Analysis 3. Traffic Analysis 4. Appurtenant Facilities Analysis 5. Conceptual Engineering Sketches 6. Capital Cost Estimates 7. Phasing/Implementation Plan 8. Final Report 9. 15% Contingency $ 26,600 12,600 14,700 6,500 12,100 5,300 7,700 6,400 13,800 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each 2ptyIBIGroup 7-11-06rl Page 22 6-26 . interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated tlerein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. () Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule hereinbelow according to the following terms and conditions: (1) () Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation") . (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. 2ptyIBIGroup 7-11-06rl Page 23 6-27 Rate Schedule Category of Employee of Consultant Name Senior Manager Currie ,. Land Use Planning Associate Jackson Director Schibuola, Chow Snr Transportation Engineer Cooley Project Manager Wahl Senior Consultant Murphy Transportation Engineer Corby Land Use planner Dial Support/Graphics Not Specified Project Planner Altamore 13. Materials Reimbursement Arrangement t Hourly Rate 196.39 192.70 185.95 151.28 149.36 137.55 105.88 79.76 75.64 72.89 For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: () None, the compensation includes all costs. () Reports, not to exceed $ () Copies, not to exceed $ (X) Travel, not to exceed $ 500: (X) Printing, not to exceed $2,000: () Postage, not to exceed $ () Delivery, not to exceed $ () Long Distance Telephone Charges, not to exceed $ (Xl Other Actual Identifiable Direct Costs: , not to exceed $1,000 2ptyIBIGroup 7-11-06rl 6-28 Cost or Rate Page 24 I , not to exceed $ 14. Contract Administrators: City: , Bob McSeveney, Principal Management 'As?istant, 276 Fourth Av, Chula Vista, CA 91910, Ph: (619)585~5712, FAX: (619)409- 5861, email: bmcseveney@ci.chula-vist.ca.us Consultant: Dennis Wahl, Project Manager, 701 B Street, Suite 1170, San Diego, CA 92101, Ph: (619)234-4110, FAX: (619)234-4109, email: dwahl@ibigroup.com 15. Liquidated Damages Rate: $ per day. Other: 16. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: X) Not Applicable. Not an FPPC Filer. FPPC Filer Category No.1. Investments and sources of income. Category No.2. Interests in real property. Category No. property and regulatory, department. Category No.4. Investments in business entities and sources of income which engage in land development, construction or the acquisition or sale of real property. 3. Investments, interest in real sources of income subject to the permit or licensing authority of the Category No.5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. 2ptyIBIGroup 7-11-06rl Page 25 6-29 I Category No.6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment. ; i Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 17. ) Consultant is Real Estate Broker and/or Salesman 18. Permitted Subconsultants: None. 19. Bill Processing: A) Consultant's Billing to be submitted for the following period of time: X) Monthly ) Quarterly ) Other: B) Day of the Period for submission of Consultant's Billing: ( X) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: C) City's Account Number: 27200-6401 20. Security for Performance ) Performance Bond, $ 2ptyIBIGroup 7-11-06rl Page 26 6-30 I Letter of Credit, $ Other Security: Type: Amount: $ Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: Retention Percentage: % Retention Amount: $ Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: H:\planning\BobMC\2ptyIBIGroup 7-11-06 r1.doc 2ptyIBIGroup 7-11-06r1 Page 27 6-31