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HomeMy WebLinkAbout2007/09/11 Item 5 CITY COUNCIL AGENDA STATEMENT ITEM TITLE: SUBMITTED BY: REVIEWED BY: 9/11/07, Item~ RESOLUTION APPROVING THE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND RBF CONSULTING FOR THE PROVISION OF CIVIL ENGINEERING AND SPECIAL INSPECTION SERVICES REQUIRED FOR THE EASTLAKE PARKWAY SEWER CONNECTION PROJECT (KY- 709) AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY DIRECTOR OF ENGINE~G AND GENERAL SERVICES 6':Y} CITY MANAGER '? / ~ ASSISTANT CITY MANAGER '5:> / 4/5THS VOTE: YES 0 NO [g] BACKGROUND Approximately 350 lineal feet of 12" sewer pipe needs to be installed by means of tunneling under several large diameter water aqueducts and other utilities. The section of pipe will connect the existing sewer pipelines within Eastlake Parkway, under the San Diego County Water Authority's (SDCW A) aqueducts. Because the project requires crossing under several large diameter water aqueducts owned by SDCW A and other utilities, a jack and bore trenchless construction technique will be utilized to install a steel casing under the aqueducts. The new sewer pipe will then be installed within the casing. Due to the complexity of this construction method and the sensitivity of the adjacent utilities, it is necessary that the City hire a highly qualified consultant to provide design plans, construction specifications, cost estimates (PS&E) and special inspection services required to facilitate the proper installation of the sewer pipeline. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class 1 (c) (Existing Facilities) categorical exemption pursuant to Section 15301 of the State CEQA Guidelines. Thus, no further environmental review is necessary. RECOMMENDATION Council adopt the resolution approving the agreement between the City of Chula Vista and RBF Consulting for the provision of civil engineering and special inspection services required for the Eastlake Parkway Sewer Connection Project (KY-709) and authorizing the Mayor to execute the agreement on behalf of the City. 5-1 9/11107, Item S Page 2 of 4 BOARDS/COMMISSION RECOMMENDATION Not applicable. DISCUSSION At the request of the City, the Eastlake Company analyzed several alternatives to determine the best method for providing a gravity sewer line for the southerly portion of the Eastlake Greens project, which was being served by a sewer pump station (Eastlake Parkway Pump Station). Based on limitations imposed by existing improvements and topography, the best alternative required construction of the Poggi Canyon Trunk Sewer Extension, a deep gravity sewer line ranging in depth from 20' to 60'. The alignment of this new sewer line follows Eastlake Parkway south, past the existing SDCWA aqueduct (Reach 1), and then crosses the commercial land swap parcel (Reach 2) where it connects to the Poggi Canyon Trunk Sewer at Olympic Parkway (see Attachment 1). The City had originally entered into reimbursement/financing agreements with Eastlake Development in 2004 to facilitate the construction of this facility since EastLake was in the process of developing the Landswap parcels (current location of the Home Depot, Wal-Mart etc), where this pipeline was being constructed. Since then, EastLake has completed the construction of all the other sections of the pipeline with the exception of the 350' section within the SDCW A right-of-way where the aqueduct is located. This section presented some unique challenges in processing the required construction permits and getting a qualified contractor who would be able to complete this sensitive project. The aqueduct supplies water to the whole of the eastern territories hence, the reason for the sensitivity. EastLake reached a recent understanding with the City to facilitate the construction of this remaining section. This trunk line needs to be constructed because it is a required regional facility and its construction would allow the Eastlake Parkway Pump Station to be decommissioned. The decommissioning is necessary for the following reasons: 1. Lack of safetv features: The Eastlake Parkway Pump Station was originally constructed as a temporary pump station in conjunction with the Eastlake Greens development, without provisions for various safety features that are now typically incorporated into the permanent pump stations. The Station would have needed a prohibitively expensive retrofitting to convert it to a permanent pump station. 2. Sitting criteria: The Eastlake Parkway Pump Station is unsuitably located adjacent to a high school and other residential facilities. 3. Long-term cost of maintenance: The City has been obligated to maintain the pump station at a cost to the Sewer Service Revenue Fund of approximately $25,OOO/year. With the wastewater now being conveyed by means of gravity down to the Poggi Canyon sewer trunk line, there is no further need to pump wastewater up to the Telegraph Canyon sewer trunk line. Thus, in order for the Eastlake Parkway Pump Station to be decommissioned, the City is proposing to construct approximately 350 lineal feet of 12" sewer pipe, which will be installed by means of tunneling under several large diameter water aqueducts and other utilities. A jack and bore trencWess (tunneling) construction technique will be utilized to install the proposed sewer line within a steel casing. Since the City does not have in-house staff with the necessary 5-2 9/11/07, Item~ Page 3 of 4 tunneling experience to prepare the design plans, specifications and inspection services, the City needs to retain a Consultant with the relevant expertise. SCOPE OF WORK The work involved will include the following: . Research existing reports, drawings and background information. . Develop facility requirements and design constraints. . Site visits. . Provide detailed geotechnical investigation. . Provide survey and mapping. . Prepare bid documents. . Provide quality assurance and quality control during the duration of the project. . Perform permit processing and agency coordination. . Provide design status meetings/workshops. . Prepare final drawings and specifications. . Provide final construction cost estimates. . Perform bid phase services. . Provide construction phase services/special inspection services. CONSULTANT SELECTION PROCESS Staff prepared and issued a Request for Proposals (RFP) on May 25,2007, and on June 15,2007, the City received a total of two proposals from RBF Consulting and Jacobs Associates. The City's consultant selection committee formed by Roberto Yano, Senior Civil Engineer, Luis Labrada, Associate Civil Engineer, Anthony Chukwudolue, Senior Civil Engineer and Jim Biasi, Senior Civil Engineer reviewed the proposals and interviewed the two firms. The committee ranked the consultants as follows: Consultant Proposal Amount Consultant Ranking RBF Consulting $180,388 First Negotiation Preference Jacobs Associates $282,902 Second Negotiation Preference The ranking was based on the following: the consultant's experience, the capacity to perform the work, the quality of the project team, the grasp of the project requirements, responsiveness to the scope of work, the quality and clarity of the proposal, familiarity with the local area and the fee proposal. The terms of this contract are on an hourly rate with a not-to-exceed limit of $180,388. It is the committee's belief that anyone of these firms will spend approximately the same number of base hours to complete this project. Therefore, based on their greater experience and their grasp of the issues in conjunction with the fee proposal, it was the committee's recommendation that RBF Consulting be the first negotiation preference. At this time, staff is recommending the approval of an agreement with RBF Consulting to provide the required services. 5-3 9/11/07, Item~ . Page 4 of 4 STAFF COSTS In addition to Consultant pre-construction activities, $20,000 is estimated for City staff to provide the necessary oversight, technical support and to manage the contract with the Consultant. PROJECT CONSTRUCTION & FINANCING In April 2004, Council approved agreements with EastLake Development for the construction of this facility (Resolution 2004-129). As earlier mentioned, this project was split into two construction reaches I & 2. Reach I was to be funded as part of Community Facilities District (CFD)-06I, since the facility was included in the list of project improvements. Reach 2 was to be funded with Trunk Sewer Capital Reserve Funds. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found no property holdings within 500 feet of the property, which are the subject action. FISCAL IMPACT: FUNDS REQUIRED FOR CONSTRUCTION A. Contract amount (RBF Consulting) $180,388 B. Estimated staff costs 20,000 TOTAL FUNDS REQUIRED FOR CONSTRUCTION $200,388 FUNDS A V AILABLE FOR CONSTRUCTION A. Reimbursements from CFD 06-1 $200,388 TOTAL FUNDS AVAILABLE FOR CONSTRUCTION $200,388 There is no impact on the General Fund as the funds for these improvements have been provided for this project as part ofCFD 06-1. All costs incurred in this effort (i.e. Consultants expenditures and staff reimbursements) will be paid directly from the CFD as these costs are incurred. Approval of tonight's resolution will approve an agreement with RBF Consulting for the above- mentioned scope of work. ATTACHMENTS 1. Eastlake Parkway Sewer Connection Project Site Map 2. Resolution 2004-129 Exhibit A - Agreement between the City of Chula Vista and RBF Consulting Prepared by: Luis A. Labrada, Associate Civil Engineer, General Services M:\General Services\GS Administration\CounciI Agenda\KY079\KY709 A-I 13 FINAL.doc 5-4 ATTACHMENT._.J , .. ,: .~: ~~ . ,,! ,,'.;,,1 ,," -.1 J.;,~ ';1" ~ I """ ~ ~~.. '~-<~~~~ ' ~:'-" ~\~ rc... -..,- "..: -.- - ""--~....;,;...::: -- - --'- nlY OF I (HtJLi\ VlSlA Eastlake Parkway Sewer Connection Project (KY709) 5-5 Legend - REACH #2 -REACH #1 * Chula Vista Pump Station o Project Area ATTACHMENT 2,; RESOLUTION NO. 2004-129 RESOLUTION OF TIIE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING A REIMBURSEMENT AGREEMENT WITH THE EASTLAKE COMPANY FOR CONSTRUCTION OF A PORTION OF THE POGGI CANYON TRUNK SEWER EXTENSION AND APPROPRIATING FUNDS THEREFOR WHEREAS, as part of the Eastlake Land Swap project development, the Eastlake Company constructed the Poggi Canyon Trunk Sewer Extension, a $2.4 million deep gravity sewer extending from the East1ake Parkway Pump Station to the Poggi Canyon Trunk Sewer at Olympic Parkway; and WHEREAS, this agreement will enable the City to reimburse the Eastlake Company for the cost of the sewer from Community Facilities District (CFD) proceeds and City funds; and WHEREAS, it is appropriate to fund the proposed reimbursement from the Trunk Sewer Capital Reserve Fund since the City had a vested interest in constructing this segment of the Poggi Canyon Trunk Sewer Extension. NOW, THEREFORE, BE IT RESOLVED the City Council of the City of Chula Vista does hereby approve a reimbursement agreement with the Eastlake Company for construction of a portion of the Poggi Canyon Trunk Sewer Extension and appropriating funds therefor. BE IT FURTHER RESOLVED that the Eastlake Company shall be reimbursed subject to conditions set forth in reimbursement agreement. BE IT FURTHER RESOLVED the reimbursement shall be made no sooner than July I, 2004 to ensure that sufficient Trunk Sewer Capital Reserve funds are available. BE IT FURTHER RESOLVED that $1,230,000 shall be appropriated from the Trunk Sewer Capital Reserve Fund to a new Capital Improvement Program (CIP) for Reach 2 of the Poggi Canyon Trunk Sewer Extension. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is hereby authorized and directed to execute said agreement on behalf of the City of Chula Vista. Presented by Approved as to form by ~~ Jack ri In Genera rvices irector G-~ Ann Moore City Attorney 5 6 Resolution 2004-129 Page 2 PASSED, APPROVED, and ADOPTED by the City Council of the City ofChula Vista, California, this 27th day of April, 2004, by the following vote: AYES: Councilmembers: Davis, McCann, Rindone, Salas and Padilla NAYS: Councilmembers: None ABSENT: Councilmembers: None ATTEST: -:~.1 d....t.S3.:~ 6,..." -' Susan Bigelow, CMC, City lerk STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) CITY OF CHULA VISTA ) I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing Resolution No. 2004-129 was duly passed, approved, and adopted by the City Council at a regular meeting of the Chula Vista City Council held on the 27th day of April, 2004. Executed this 27th day of April, 2004. ~~AIA I ~{~~~ Susan Bigelow, CMC, City erk 5-7 EXHI8iT A Agreement between City of Chula Vista And RBF Consulting For the Civil Engineering and Special Inspection Services For the Eastlake Parkway Sewer Connection Project This agreement ("Agreement"), dated for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City of Chula Vista as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business formis set forth on exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as RBF Consulting, whose business 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, Consultant to provide Plans, Specifications, and Estimate for the installation of approximately 350 lineal feet of 12" sewer pipeline along Eastlake Parkway, near the intersection of Trinidad Cove in the City of Chula Vista, and; WHEREAS, on May 25, 2007, the City of Chula Vista's General Service division advertised the Request for Proposal (RFP) to provide Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project in the City of Chula Vista, and; WHEREAS, on June 15,2007, the City ofChula Vista received two (2) proposals from two (2) consultants to provide Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project, and; WHEREAS, after the Selection Committee completed their review of the proposals and interviewed two (2) of the two (2) consultant firms that were invited, the Committee selected RBF Consulting as the Consultant to provide Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project, and; WHEREAS, the 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 oftbis Agreement. 5-8 Page I NOW, THEREFORE, BE IT RESOL YED 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 Defmed Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph lO(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. 5-9 Page 2 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (I) Insurance Services Office Commercial General Liability coverage (occurrence Form CGOOOI). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code I (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. Minimum Limits of Insurance Contractor must maintain limits no less than: 1. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence 5-10 Page 3 Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (1) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds With respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. 5-11 Page 4 (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. Ifinsurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subj ect to all of the requirements included in these specifications. G. Security for Performance (1) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, htto://www.fins.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 5-12 Page 5 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 Proj ect 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 Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. 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 9, and with the further understanding that delay in the provision of these materials beyond thirty (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 17, but in no event more frequently than 5-13 Page 6 monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the gov~rning compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 11. 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 l7(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, 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 13. 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 13 ("Liquidated Damages Rate"). 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. 5-14 Page 7 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 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 fmancial 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 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 that 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 5-15 Page 8 any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. 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 twelve months thereafteJ:. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for twelve months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party that may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless 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 reasonable attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct 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, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: 5-16 Page 9 (1) Indemnification and Hold Hannless Agreement With respect to any liability, including but not limited to 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 7.2, the Consultant agrees to defend, indemnify, protect, and hold hannless 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 hannless 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 hannless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, reasonable attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 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, agreettIents or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation 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's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence errors .. . , , or onnSSlons ill the performance of work under this Agreement has resulted in expense to City 5-17 Page 10 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 ofthis 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 document~ 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 notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants". 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 materials or properties produced in whole or in part under this Agreement shall be subj ect 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, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, 5-18 Page 11 social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City hann1ess 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 ofthe 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. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable 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. Miscellaneons 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 lfthe box on Exhibit A, Paragraph 15 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed teal 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 5-19 Page 12 deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified 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 LawNenue 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. 5-20 Page 13 Signature Page To Agreement between City of Chula Vista And RBF Consulting For the Civil Engineering and Special Inspection Services For the Eastlake Parkway Sewer Connection Project 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: Dated: City of Chula Vista RBF Consulting By Cheryl Cox, Mayor By: John Harris, P.E., Vice President Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Exhibit List to Agreement (X) Exhibit A 5-21 Page 14 Exhibit A To Agreement between City of Chula Vista And RBF Consulting 1. Effective Date of Agreement: 2. City-Related Entity: (X) City ofChula Vista, a municipal chartered corporation of the State of California ( ) Redevelopment Agency of the City ofChula Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City ofChula Vista, a ( ) Other: ("City") , a [insert business form] 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: REF Consulting 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 9755 Clairemont Mesa Boulevard, Suite 100 San Diego, CA 92124 Voice Phone (858) 614-5000 Fax Phone (858) 614-5001 5-22 Page 15 7. General Duties: The general duties for the consultant are to provide to the City of Chula Vista, Plans, Specifications and Estimate for the installation of a 12" sewer pipe by means of tunneling under several large diameter water aqueducts and other utilities. The section of pipe will connect the existing sewer pipelines at the North and South within City's right-of-way. A trenchless construction technique will be utilized to install a steel casing. All the engineering services shall be completed in accordance with this Agreement as described in Paragraph 8, Scope of Work and Schedule. 8. Scope of Work and Schedule: 1.0 DESIGN PHASE SERVICES Task 1.1. Research Existing Reports, Drawings and Background Information REF shall investigate available records at the Otay Water District, SDCWA, and City of Chula Vista for street improvements and existing utilities, and other utility company drawings to avoid design conflicts. REF is a member of the USA Dig-Alert service, which provides information regarding known utility companies (utilities lines, easements, etc.) within the project area. This is especially helpful to identify recently installed fiber optic and telecom conduits. Facility drawings will be obtained from each utility company with service in the proj ect area. Task 1.2. Develop Facility Requirements and Design Constraints REF shall attend meetings with City staff, regulatory agencies, utilities, and/or community groups as necessary to develop and refine the project's engineering requirements and design constraints. This task will identify regulatory permits, which will be required for this proj ect. Task 1.3. Site Visits REF and its design team shall visit the site as required to identify existing conditions, traffic patterns, utility features and potential construction staging areas. Task 1.4. Detailed Geotechnical Investigation REF's subconsultant, VME, shall provide review of background data, geologic reconnaissance of the site, subsurface exploration consisting of 2 borings, laboratory testing, and recommendations for the design and earthwork components of the project. Specifically, the scope will include: 5-23 Page 16 TASK 1.4.1. FIELD EXPLORATION a. VME will prepare a separate geotechnical inve~tigation to assist in the design and construction of the proposed pipeline. The investigation will include review of available information (consisting of available geotechnical reports, geological maps, and stereoscopic aerial photographs), geotechnical field reconnaissance, site visit to mark boring locations and meet with Underground Service Alert for utility clearance, acquisition of permits necessary for the boring work, traffic control, drilling the borings, laboratory testing, and preparation of a geotechnical report. The report will bear a State of California Certified Engineering Geologist or Registered Professional Engineer seal with the signature, license number, and registration certificate expiration date of the geologist or engineer responsible for the preparation of the report, presenting the results of the investigation. b. The subsurface exploration program will consist of drilling, logging, and sampling 2 exploratory test borings to a depth of 20 feet (3 feet below the pipeline invert), or refusal, with a truck mounted drill rig along the proposed pipeline alignment. Proposed boring locations will be in the vicinity of the proposed drive and receiving shafts. c. Bulk and in-place samples of the encountered soils will be collected and transported to the laboratory for testing. Geotechnical laboratory testing will be performed on selected samples and will consist of in-situ moisture content and dry density, grain size analyses, Atterberg limits, and shear strength. In the event the existence of hydrocarbons is discovered by VME during drilling, VME will immediately notify the City and .seal the hole. Environmental sampling and testing of the subsurface soils is not part of this work. d. The geotechnical report will address geotechnical aspects of the alignment as related to pipeline design and trenchless construction. The report will include design conclusions and recommendations for: a) Backfill and compaction requirements b) Pipe bedding c) Pavement section thickness and replacement d) Site conditions e) Earth materials f) Soil properties g) Slope stability h) Trenching and shoring i) Groundwater j) Excavation difficulty 5-24 Page 17 e. VME will obtain all required permits and perform required traffic control for the purposes of geotechnical investigation drilling on the basis that the costs for permits and traffic control will be the responsibility of the City. Results of the investigation will be summarized in a written report complete with field and laboratory data. Six copies of the report will be submitted. Boring logs will be provided in electronic format for ease of incorporation into project plans. Task 1.5. Survey and Mapping RBF shall utilize its in-house survey crews to prepare topographic mapping of the project area. Survey procedures shall be performed in accordance with the City's standards. Our survey teams are equipped with the latest kinematic GPS survey equipment using cell- phone technology to increase the range of our GPS receivers. Mapping shall be performed using NAD83 horizontal control and NGVD88 vertical datum. For pipeline replacement projects in urbanized areas with a number of conflicting utilities, we prefer to create base maps at 1"=20' with one (1) contour intervals. The reduced scale provides superior accuracy and design detailing over the 40 scale as requested in the RFP. RBF's survey crew will also perform detailed field surveys to locate utility features, survey monuments and existing surface improvements that may be impacted by construction. Such information shall be transferred to the digital topographic file and shown on the project design drawings. Copies of the survey control and pipeline horizontal control network will be provided to the City's survey as part of the 90% design submittal package. Task 1.6. Bid Documents RBF shall work with its design team to develop the project's design to the 90% level of completion. At this stage, plan and profile drawings of the selected alignment will be developed, preliminary details for the connection structures and vaults, traffic control drawings and horizontal control drawings. Draft project specifications along with the City's boilerplate specification and bidding documents will be prepared during this phase. Seven (7) copies of the construction bid documents will be submitted with the 90% submittal. Task 1.7. Quality Assurance / Quality Control RBF's QNQC team will review the bid documents prepared in Task 1.6 for compliance with the City's standards and for compliance with RBF's in-house quality control plan established for this project. A copy of the QC checklist and check set of plans will be provided to the City to demonstrate the thoroughness ofRBF's QC procedures. Task 1.8. Construction Estimate The construction cost estimate shall be developed and submitted with the 90% design submittal. At this stage, price quotes from jack & bore contractors, pipe suppliers and other major material vendors will be acquired and used in the development of the estimate. 5-25 Page 18 Task 1.9. Permit Processing and Agency Coordination The design, including plans and specifications, will be processed through the appropriate jurisdictional authorities for all permits required for the project, primarily the SDCW A. Coordination with other interested governmental agencies will be made to insure the project results in maximum benefit to the City. o Appropriate traffic control plans will be provided to the City to facilitate their review. o Process preliminary plans to all affected utilities. Project plans will be transruitted to each utility, and they will be requested to review for the accuracy of the plotting of their facilities, both live and abandoned. o Coordinate with the Sweetwater Union High School District and resolve associated impacts to Eastlake High School. REF will include a requirement in the project specification for the Contractor to implement storm water pollution protection measures along the pipeline alignment. Task 1.10. Design Status Meetings During the 90% design phase, REF's design team shall attend, on average, one (1) project status report meeting every other month with City personnel. A meeting agenda shall be prepared and subruitted to the City at least two (2) days in advance of the meeting and draft meeting ruinutes shall be provided to the City within five (5) working days of the meeting. Meeting topics shall include, but shall not be limited to, review of previous meeting minutes, schedule, technical issues, permits deliverable status (subruitted and scheduled deliverables), project issues, deviation request status, and coordination with other City or Agency projects. REF will also be available, if requested, to attend one (1) community group meeting during the 90% design phase. Task 1.11. 90% Design Workshop The City shall review the 90% Design Submittal and provide REF with review comments. Within five (5) working days City staff and the Design Team shall conduct a 90% Design Workshop, wherein the City's comments will be discussed along with REF's proposed response. The workshop will be intended to discuss key design issues, scheduling, permits and community impact issues. REF shall provide draft meeting minutes to the City within five (5) working days of the meeting. Following approval of the meeting minutes and REF's response to the City's comments, the City will issue the notice to proceed for the 90% design phase. 5-26 Page 19 Seven (7) copies of the construction bid documents will be submitted with the 90% submittal. Task 1.12. Final Drawings and Specifications REF shall provide one set of specifications, one half size set of drawings and one set of original mylar drawings signed and stamped by the Engineer of Record, Mr. John Harris, PE. The final submittal shall also include delivery of the electronic files on CD of the drawings in AutoCAD 2006 format and the specification and bid documents in Word 2003 format. Task 1.13. Final Construction Cost Estimates One (1) copy of the final construction cost estimate will be submitted with the final design submittal and included on the CD in Excel format. Task 1.14. Design Status Meeting During the Final design phase, it is anticipated that one (1) design review meeting will be held with City staff. Meeting topics shall include, but shall not be limited to, review of previous meeting minutes, schedule, technical issues, permits, deliverable status (submitted and scheduled deliverables), project issues, permits, deviation request status, and coordination with SDCW A. 2.0 Bid Phase Services This task shall include responding to construction contractor questions and requests for information (RFI) during the bidding and award period, assisting with preparing contract document addenda, assisting with evaluating bids during the construction contract award, and attending a preconstruction meeting. 3.0 Construction Phase Services Construction services will be based on a three (3) month bidding and award period (this is extended one month due to the Holiday season). and a three (3) month construction period. The plarmed services of the construction phase shall include: Task 3.1. Shop Drawing Review and Change Orders REF shall review detailed construction and shop drawings submitted by contractors to ensure compliance with the design plans and specifications. Reviews shall be completed within a maximum of one (1) week of receipt, with the typical turnaround time to be two (2) working days. REF shall respond to construction questions to interpret, respond to RFI's, evaluate change order requests and provide clarification to the contract documents to ensure proper execution of the work. 5-27 Page 20 Task 3.2. Construction Status Meetings REF's design team will be available to attend construction status meeting as maybe required throughout the construction period. Our geotechnical consultant will also be available during this phase to respond to field issues and address RFI's. Task 3.3. Construction Management and Inspection Services (CMlS) REF's understanding of its role on the Eastlake Parkway Sewer Project is to support the City and the Design team in the management of the construction activities related to the project as follows: Q Staff the CMIS positions with solution oriented, seasoned, construction management professionals with significant and relevant pipeline experience. Designated Professionals with requisite experience with the City and SDCW A. Q Follow City established standards and contract procedures for project execution, reporting, and field records management. Q Provide a well managed field staff that is sensitive to the need to have an integrated and seamless team. Q Provide all the skills needed to cover the specialized required areas such as: full-time onsite inspection oftrenchless construction, settlement monitoring of the SDCW A facilities, traffic control, and interact with members of the public rights-of-way (public Agencies staff and City officials). Q REF will be responsible of supervising contractor furnished materials and geotechnical soil and material testing. Task 3.4 Additional Consultant Services during Construction and Inspection The Consultant's Resident Engineer shall: Q Approve all submittals related to performance of the work. Q Certify that the installed casing and carrier pipe have been installed in strict conformance with the project plans and specifications. Q Provide a detailed plan for monitoring ground surface movement (settlement or heave) due the casing installation. Q The plan shall address the method and frequency of survey measurements. Q The plan shall measure the ground movement of all structures, roadways, and any other area of concern within 25 feet of the pipeline. 5-28 Page 21 o Monitor the casing installation to assure the excavation and casing installation speeds are synchronized. Task 3.5 record drawings RBF shall prepare as-built drawings when construction is complete. Our CM staff will furnish one complete set of marked-up drawings from the Contractor showing all changes made during construction that deviated from the construction documents. One set of mylars, and an electronic copy in AutoCAD format, depicting the record drawing conditions will be provided to the City to close-out the project. B. Date for Commencement of Consultant Services: ( ) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliver abIes: Deliverable No. I: Deliverable No.2: Deliverable No.3: D. Date for completion of all Consultant services: 5-29 Page 22 9. Materials Required to be Supplied by City to Consultant: 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: , payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion ofthe 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. ( ) 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 1. 2. Fee for Said Phase $ $ 5-30 Page 23 3. $ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the 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. (X) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) (X) 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 $_180,388 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. 5-31 Page 24 Category of Employee Rate Schedule4 Name of Consultant Hourly Rate $ $ $ $ $ ( ) Hourly rates may increase by 6% for services rendered after [month], 20-, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: ( X) None, the compensation includes all costs. ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) Reports, not to exceed $ Copies, not to exceed $ Travel, not to exceed $ Printing, not to exceed $ Postage, not to exceed $ Delivery, not to exceed $ Long Distance Telephone Charges, not to exceed $ Other Actual Identifiable Direct Costs: , not to exceed $ , not to exceed $ Cost or Rate $ $ $ $ $ $ $ $ $ $ 12. Contract Administrators: City: Luis A. Labrada, Associate Civil Engineer Public Works Center 1800 Maxwell Road Chula Vista, CA 91911 4. This section should be completed in all cases--ifthe main compensation scheme is a "time and materials arrangement" or for the purposes of requiring Additional Services. Page 25 5-32 Telephone: (619) 397-6120 Fax: (619) 397-6250 Consultant: John H. Harris, P.E., Project Manager RBF Consulting 9755 Clairemont Mesa Boulevard, Suite 100 San Diego, CA 92124 Voice Phone (858) 614-5000 Fax Phone (858) 614-5001 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: ( ) 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.3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ( ) Category No.4. Investments in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No.5. Investments 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. ( ) 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. ( ) Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 5.-33 Page 26 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: Vinje & Middleton Engineering Inc. 17. 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: ( ) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: C. City's Account Number: 18. Security for Performance ( ) Performance Bond, $ ( ) 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 Page 27 5-34 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:Attomey/2pty15 5-35 Page 28 RESOLUTION NO. 2007- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA APPROVING THE AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND RBF CONSULTING, FOR THE PROVISION OF CIVIL ENGINEERING AND SPECIAL INSPECTION SERVICES REQUIRED FOR THE EASTLAKE PARKWAY SEWER CONNECTION PROJECT (KY-709) AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT ON BEHALF OF THE CITY WHEREAS, staff prepared and issued a Request for Proposals (RFP) on May 25, 2007, and on June 15, 2007, the City received a total of two proposals for the provision of civil engineering and special inspection services required for the EastLake Parkway Sewer Connection Project, and WHEREAS, the City's consultant selection committee reviewed the proposals and interviewed the two firms and the committee ranks the consultants as follows: Consultant Proposal Amount Consultant Ranking RBF Consulting $180,388 First Negotiation Preference Jacobs Associates $282,902 Second Negotiation Preference ; and WHEREAS, the ranking was based on the following: the consultant's experience, the capacity to perform the work, the quality of the project team, the grasp of the project requirements, responsiveness to the scope of work, the quality and clarity of the proposal, familiarity with the local area and the fee proposal, and WHEREAS, it is the committee's belief that anyone of these firms will spend approximately the same number of base hours to complete this project. Therefore, based on their greater experience and their grasp of the issues in conjunction with the fee proposal, it was the committee's recommendation that RBF Consulting be the first negotiation preference. At this time, staff is recommending the approval of an agreement with RBF Consulting to provide the required services; and WHEREAS, the Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class 1 (c) (Existing Facilities) categorical exemption pursuant to Section 15301 of the State CEQA Guidelines. Thus, no further environmental review is necessary, and 5-36 WHEREAS, there is no impact on the General Fund as the funds for these improvements have been provided for this project as part of CFD 06-1. All costs incurred in this effort (i.e. Consultants expenditures and staffreimbursements) will be paid directly from the CFD as these costs are incurred. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby award a contract in the amount of $180,388 for the provision of civil engineering and special inspection services required for the EastLake Parkway Sewer Connection in the City of Chula Vista, California" (KY-709) Project to RBF Consulting and authorize the expenditure of all available funds in the project. Presented by Approved as to form by Jack Griffin Director of Engineering and General Services ~S>$"<U\\~W~ Ann Moore City Attorney 5-37 TIlE A TT ACHED AGREE11ENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY TIlE CITY ATTORNEY'S OFFICE AND WILL BE FORMALL Y SIGNED UPON APPROVAL BY TIlE CITY COUNCIL ~(~\i\Cl.x-k.~\\ Ann Moore City Attorney Dated: l\lIl~t 1'-~ ':1\) '7l1ci1 Agreement between City of Chula Vista and RBF Consulting For the Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project 5-38 Agreement between City of Chula Vista And RBF Consulting For, the Civil Engineering and Special Inspection Services For the Eastlake Parkway Sewer Connection Project This agreement ("Agreement"), dated for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City of Chula Vista 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 REF Consulting, whose business 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, Consultant to provide Plans, Specifications, and Estimate for the installation of approximately 350 lineal feet of 12" sewer pipeline along Eastlake Parkway, near the intersection of Trinidad Cove in the City of Chula Vista, and; WHEREAS, on May 25, 2007, the City of Chula Vista's General Service division advertised the Request for Proposal (RFP) to provide Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project in the City ofChula Vista, and; WHEREAS, on June 15, 2007, the City of Chula Vista received two (2) proposals from two (2) consultants to provide Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project, and; WHEREAS, after the Selection Committee completed their review of the proposals and interviewed two (2) of the two (2) consultant firms that were invited, the Committee selected REF Consulting as the Consultant to provide Civil Engineering and Special Inspection Services for the Eastlake Parkway Sewer Connection Project, and; WHEREAS, the 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. 5-39 Page 1 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 "Rate Schedule" in Exhibit A, Paragraph 10(C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. 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. 5-40 Page 2 F. Insurance Consultant must procure insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance ofthe work under the contract and the results of that work by the Consultant, his agents, representatives, employees or subcontractors and provide documentation of same prior to commencement of work. The insurance must be maintained for the duration of the contract. Minimum Scope of Insurance Coverage must be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence Form CGOOOI). (2) Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). (3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Professional Liability or Errors & Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability. Minimum Limits of Insurance Contractor must maintain limits no less than: 1. General Liability: (Including operations, products and completed operations, as applicable) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: 4. Professional Liability or Errors & Omissions Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,000,000 disease-policy limit $1,000,000 disease-each employee $1,000,000 each occurrence 5-41 Page 3 DeductibIes and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: (1) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products/Completed Operations coverage. (2) The Consultant's General Liability insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. (3) The insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. (4) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. (5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are written on a claims-made form: (1) The "Retro Date" must be shown, and must be before the date of the contract or the beginning of the contract work. 5-42 Page 4 (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (4) A copy of the claims reporting requirements must be submitted to the City for review. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements or policies conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Subcontractors Consultants must include all subconsultants as insureds under its policies or furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants are subject to all of the requirements included in these specifications. G. Security for Performance (1) Performance Bond In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond "), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, httn://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 5-43 Page 5 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 Exhibit A, Paragraph 18. (2) Letter of Credit In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Exhibit A, Paragraph 18. (3) Other Security In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. H. 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 9, and with the further understanding that delay in the provision of these materials beyond thirty (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 17, but in no event more frequently than 5-44 Page 6 monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in Paragraph 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph II. 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 17(C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 12, 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 13. 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 13 ("Liquidated Damages Rate"). 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. 5-45 Page 7 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if none are specified, then as determined by the City Attorney. 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 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 that 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 5-46 Page 8 any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 14. 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 twelve months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the T= of this Agreement, or for twelve 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 that may be in conflict with Consultant's responsibilities under this Agreement, except with the written p=ission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and . appointed officers and employees, from ~dagainst all claims for damages, liability, cost and expense (including without limitation reasogable attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct 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, landscape architects, surveyors and engineers), the following indemnification provisions should be utilized: 5-47 Page 9 (1) Indemnification and Hold Harmless Agreement With respect to any liability, including but not limited to 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 7.2, the Consultant agrees to defend, indemnify, protect, and hold 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 fron; lIIld against any and al!liability, claims, costs, and damages, including but not limited to, rea.sohable attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant and its agents in the performance of services under this agreement, but this indemnity does not apply liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by City or the agents, servants, or independent contractors who are directly responsible to City, or arising from the active negligence of City. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfil! in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation 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'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 5-48 Page 10 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 notation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 16 to the sub consultants identified thereat as "Permitted Sub consultants " . 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 materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 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, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, 5-49 Page II 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. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable 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 15 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 5-50 Page 12 deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified 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 LawNenue 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. 5-51 Page 13 Signature Page To Agreement between City of Chula Vista And RBF Consulting For the Civil Engineering and Special Inspection Services For the Eastlake Parkway Sewer Connection Project 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 t=s: Dated: Dated: 8/2.7/07 City of Chula Vista By Cheryl Cox, Mayor RBF Consulting B~~ Jo Harris, P.E., VIce PresIdent Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Exhibit List to Agreement (X) Exhibit A 5-52 Page 14 Exhibit A To Agreement between City of Chula Vista And RBF Consulting 1. Effective Date of Agreement: 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 ( ) Industrial Development Authority of the City of Chula Vista, a ( ) Other: , a [insert business form] ("City") 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: RBF Consulting 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 9755 Clairemont Mesa Boulevard, Suite 100 San Diego, CA 92124 Voice Phone (858) 614-5000 Fax Phone (858) 614-5001 5-53 Page 15 7. General Duties: The general duties for the consultant are to provide to the City of Chula Vista, Plans, Specifications and Estimate for the installation of a 12" sewer pipe by means of tunneling under several large diameter water aqueducts and other utilities. The section of pipe will connect the existing sewer pipelines at the North and South within City's right-of-way. A trenchless construction technique will be utilized to install a steel casing. All the engineering services shall be completed in accordance with this Agreement as described in Paragraph 8, Scope of Work and Schedule. 8. Scope of Work and Schedule: 1.0 DESIGN PHASE SERVICES Task 1.1. Research Existing Reports, Drawings and Background Information RBF shall investigate available records at the Otay Water District, SDCW A, and City of Chula Vista for street improvements and existing utilities, and other utility company drawings to avoid design conflicts. RBF is a member of the USA Dig-Alert service, . which provides information regarding known utility companies (utilities lines, easements, etc.) within the project area. This is especially helpful to identify recently installed fiber optic and telecom conduits. Facility drawings will be obtained from each utility company with service in the project area. Task 1.2. Develop Facility Requirements and Design Constraints RBF shall attend meetings with City staff, regulatory agencies, utilities, and/or community groups as necessary to develop and refine the project's engineering requirements and design constraints. This task will identify regulatory permits, which will be required for this project. Task 1.3. Site Visits RBF and its design team shall visit the site as required to identify existing conditions, traffic patterns, utility features and potential construction staging areas. Task 1.4. Detailed Geotechnical Investigation RBF's sub consultant, VME, shall provide review of background data, geologic reconnaissance of the site, subsurface exploration consisting of 2 borings, laboratory testing, and recommendations for the design and earthwork components of the project. Specifically, the scope will include: 5-54 Page 16 TASK 1.4.1. FIELD EXPLORATION a. VME will prepare a separate geotechnical investigation to assist in the design and construction of the proposed pipeline. The investigation will include review' of available information (consisting of available geotechnical reports, geological maps, and stereoscopic aerial photographs), geotechnical field reconnaissance, site visit to mark boring locations and meet with Underground Service Alert for utility clearance, acquisition of permits necessary for the boring work, traffic control, drilling the borings, laboratory testing, and preparation of a geotechnical report. The report will bear a State of California Certified Engineering Geologist or Registered Professional Engineer seal with the signature, license number, and registration certificate expiration date of the geologist or engineer responsible for the preparation of the report, presenting the results of the investigation. b. The subsurface exploration program will consist of drilling, logging, and sampling 2 exploratory test borings to a depth of 20 feet (3 feet below the pipeline invert), or refusal, with a truck mounted drill rig along the proposed pipeline alignment. Proposed boring locations will be in the vicinity of the proposed drive and receiving shafts. c. Bulk and in-place samples of the encountered soils will be collected and transported to the laboratory for testing. Geotechnical laboratory testing will be performed on selected samples and will consist of in-situ moisture content and dry density, grain size analyses, Atterberg limits, and shear strength. In the event the existence of hydrocarbons is discovered by VME during drilling, VME will immediately notify the City and seal the hole. Environmental sampling and testing of the subsurface soils is not part of this work. d. The geotechnical report will address geotechnical aspects of the alignment as related to pipeline design and trenchless construction. The report will include design conclusions and recommendations for: a) Backfill and compaction requirements b) Pipe bedding c) Pavement section thickness and replacement d) Site conditions e) Earth materials f) Soil properties g) Slope stability h) Trenching and shoring i) Groundwater j) Excavation difficulty 5-55 Page 17 e. VME will obtain all required p=its and perform required traffic control for the purposes of geotechnical investigation drilling on the basis that the costs for permits and traffic control will be the responsibility of the City. Results of the investigation will be summarized in a written report complete with field and laboratory data. Six copies of the report will be submitted. Boring logs will be provided in electronic format for ease of incorporation into project plans. Task 1.5. Survey and Mapping RBF shall utilize its in-house survey crews to prepare topographic mapping of the project area. Survey procedures shall be performed in accordance with the City's standards. Our survey teams are equipped with the latest kinematic GPS survey equipment using cell- phone technology to increase the range of our GPS receivers. Mapping shall be performed using NAD83 horizontal control and NGVD88 vertical datum. For pipeline replacement projects in urbanized areas with a number of conflicting utilities, we prefer to create base maps at 1 "=20' with one (1) contour intervals. The reduced scale provides superior accuracy and design detailing over the 40 scale as requested in the RFP. RBF's survey crew will also perform detailed field surveys to locate utility features, survey monuments and existing surface improvements that may be impacted by construction. Such information shall be transferred to the digital topographic file and shown on the project design drawings. Copies of the survey control and pipeline horizontal control network will be provided to the City's survey as part of the 90% design submittal package. Task 1.6. Bid Documents RBF shall work with its design team to develop the project's design to the 90% level of completion. At this stage, plan and profile drawings of the selected alignment will be developed, preliminary details for the connection structures and vaults, traffic control drawings and horizontal control drawings. Draft project specifications along with the City's boilerplate specification and bidding documents will be prepared during this phase. Seven (7) copies of the construction bid documents will be submitted with the 90% submittal. Task 1.7. Quality Assurance / Quality Control RBF's QNQC team will review the bid documents prepared in Task 1.6 for compliance with the City's standards and for compliance with RBF's in-house quality control plan established for this project. A copy of the QC checklist and check set of plans will be provided to the City to demonstrate the thoroughness ofRBF's QC procedures. Task 1.8. Construction Estimate The construction cost estimate shall be developed and submitted with the 90% design submittal. At this stage, price quotes from jack & bore contractors, pipe suppliers and other major material vendors will be acquired and used in the development of the estimate. 5-56 Page 18 Task 1.9. Permit Processing and Agency Coordination The design, including plans and specifications, will be processed through the appropriate jurisdictional authorities for alr permits required for the project, primarily the SDCW A. Coordination with other interested governmental agencies will be made to insure the project results in maximum benefit to the City. CI Appropriate traffic control plans will be provided to the City to facilitate their review. CI Process preliminary plans to all affected utilities. Project plans will be transmitted to each utility, and they will be requested to review for the accuracy of the plotting of their facilities, both live and abandoned. CI Coordinate with the Sweetwater Union High School District and resolve associated impacts to Eastlake High School. RBF will include a requirement in the proj ect specification for the Contractor to implement storm water pollution protection measures along the pipeline alignment. Task 1.10. Design Status Meetings During the 90% design phase, RBF's design team shall attend, on average, one (1) project status report meeting every other month with City personnel. A meeting agenda shall be prepared and submitted to the City at least two (2) days in advance of the meeting and draft meeting minutes shall be provided to the City within five (5) working days of the meeting. Meeting topics shall include, but shall not be limited to, review of previous meeting minutes, schedule, technical issues, permits deliverable status (submitted and scheduled de1iverables), project issues, deviation request status, and coordination with other City or Agency projects. RBF will also be available, if requested, to attend one (1) community group meeting during the 90% design phase. Task 1.11. 90% Design Workshop The City shall review the 90% Design Submittal and provide RBF with review comments. Within five (5) working days City staff and the Design Team shall conduct a 90% Design Workshop, wherein the City's comments will be discussed along with RBF's proposed response. The workshop will be intended to discuss key design issues, scheduling, permits and community impact issues. RBF shall provide draft meeting minutes to the City within five (5) working days of the meeting. Following approval of the meeting minutes and RBF's response to the City's comments, the City will issue the notice to proceed for the 90% design phase. 5-57 Page 19 Seven (7) copies of the construction bid documents will be submitted with the 90% submittal. Task 1.12. Final Drawings and Specifications REF shall provide one set of specifications, one half size set of drawings and one set of original mylar drawings signed and stamped by the Engineer of Record, Mr. John Harris, PE. The final submittal shall also include delivery of the electronic files on CD of the drawings in AutoCAD 2006 format and the specification and bid documents in Word 2003 format. Task 1.13. Final Construction Cost Estimates One (1) copy of the final construction cost estimate will be submitted with the final design submittal and included on the CD in Excel format. Task 1.14. Design Status Meeting During the Final design phase, it is anticipated that one (1) design review meeting will be held with City staff. Meeting topics shall include, but shall not be limited to, review of previous meeting minutes, schedule, technical issues, permits, deliverable status (submitted and scheduled deliverables), project issues, permits, deviation request status, and coordination with SDCW A. 2.0 Bid Phase Services This task shall include responding to construction contractor questions and requests for information (RFI) during the bidding and award period, assisting with preparing contract document addenda, assisting with evaluating bids during the construction contract award, and attending a preconstruction meeting. 3.0 Construction Phase Services Construction services will be based on a three (3) month bidding and award period (this is extended one month due to the Holiday season) and a three (3) month construction period. The planned services of the construction phase shall include: Task 3.1. Shop Drawing Review and Change Orders REF shall review detailed construction and shop drawings submitted by contractors to ensure compliance with the design plans and specifications. Reviews shall be completed within a maximum of one (1) week of receipt, with the typical turnaround time to be two (2) working days. REF shall respond to construction questions to interpret, respond to RFI's, evaluate change order requests and provide clarification to the contract documents to ensure proper execution of the work. 5-58 Page 20 Task 3.2. Construction Status Meetings REF's design team will be available to attend construction status meeting as maybe required throughout the construction period. Our geoteclmical consultant will also be available during this phase to respond to field issues and address RFI's. Task 3.3. Construction Management and Inspection Services (CMIS) REF's understanding of its role on the Eastlake Parkway Sewer Project is to support the City and the Design team in the management of the construction activities related to the project as follows: D Staff the CMIS positions with solution oriented, seasoned, construction management professionals with significant and relevant pipeline experience. Designated Professionals with requisite experience with the City and SDCW A. D Follow City established standards and contract procedures for project execution, reporting, and field records management. D Provide a well managed field staff that is sensitive to the need to have an integrated and seamless team. D Provide all the skills needed to cover the specialized required areas such as: full-time onsite inspection oftrenchless construction, settlement monitoring of the SDCW A facilities, traffic control, and interact with members of the public rights-of-way (Public Agencies staff and City officials). D REF will be responsible of supervising contractor furnished materials and geotechnical soil and material testing. Task 3.4 Additional Consultant Services during Construction and Inspection The Consultant's Resident Engineer shall: D Approve all submittals related to performance of the work. D Certify that the installed casing and carrier pipe have been installed in strict conformance with the project plans and specifications. D Provide a detailed plan for monitoring ground surface movement (settlement or heave) due the casing installation. D The plan shall address the method and frequency of survey measurements. D The plan shall measure the ground movement of all structures, roadways, and any other area of concem within 25 feet of the pipeline. 5-59 Page 21 (J Monitor the casing installation to assure the excavation and casing installation speeds are synchronized. Task 3.5 record drawings REF shall prepare as-built drawings when construction is complete. Our CM staff will furnish one complete set of marked-up drawings from the Contractor showing all changes made during construction that deviated from the construction documents. One set of mylars, and an electronic copy in AutoCAD format, depicting the record drawing conditions will be provided to the City to close-out the project. B. Date for Commencement of Consultant Services: ( ) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: Deliverable No.1: Deliverable No.2: Deliverable No.3: D. Date for completion of all Consultant services: 5-60 Page 22 9. Materials Required to be Supplied by City to Consultant: 10. Compensation: A. ( ) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: , payable as follows: Milestone or Event or Deliverable Amount or Percent of Fixed Fee ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the 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. ( ) 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 1. 2. Fee for Said Phase $ $ Page 23 5-61 3. $ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans that must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the 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. (X) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) (X) 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 One Hundred Eighty Thousand Three Hundred Eighty Eight Dollars, ($180,388.00), 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. 5-62 Page 24 Category of Employee Rate Schedule4 Name of Consultant Hourly Rate $ $ $ $ $ ( ) Hourly rates may increase by 6% for services rendered after [month], 20_, if delay in providing services is caused by City. 11. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X) None, the compensation includes all costs. Cost or Rate $ $ $ $ $ $ $ $ $ $ () Reports, not to exceed $ () Copies, not to exceed $ () Travel, not to exceed $ () Printing, not to exceed $ () Postage, not to exceed $ () Delivery, not to exceed $ () Long Distance Telephone Charges, not to exceed $ () Other Actual Identifiable Direct Costs: , not to exceed $ , not to exceed $ 12. Contract Administrators: City: Luis A. Labrada, Associate Civil Engineer Public Works Center 1800 Maxwell Road Chula Vista, CA 91911 4. This section should be completed in all cases--ifthe main compensation scheme is a "time and materials arrangement" or for the purposes of requiring Additional Services. Page 25 5-63 Telephone: (619) 397-6120 Fax: (619) 397-6250 Consultant: John H. Harris, P.E., Project Manager REF Consulting 9755 Clairemont Mesa Boulevard, Suite 100 San Diego, CA 92124 Voice Phone (858) 614-5000 Fax Phone (858) 614-5001 13. Liquidated Damages Rate: ( ) $ ( ) Other: per day. 14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: ( ) 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. 3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. ( ) Category No.4. Investments in business entities and sources of income that engage in land development, construction or the acquisition or sale of real property. ( ) Category No. 5. Investments 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. ( ) 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. ( ) Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 5-64 Page 26 15. ( ) Consultant is Real Estate Broker and/or Salesman 16. Permitted Subconsultants: Vinje & Middleton Engineering Inc. 17. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: ( X ) Monthly ( ) Quarter! y ( ) Other: B. Day of the Period for submission of Consultant's Billing: ( ) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: C. City's Account Number: 18. Security for Performance ( ) Performance Bond, $ ( ) 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 Page 27 5-65 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:Attorneyl2pty15 5-66 Page 28