HomeMy WebLinkAbout2010/11/23 Item 20
CITY COUNCIL
AGENDA STATEMENT
~\!f:. CITYOF
J~ CHULA VISTA
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
NOVEMBER 23, 2010, Item W
RESOLUTION OF THE CITY OF CHULA VISTA (I)
APPROVING AN AGREEMENT WITH THE SAPETTO
GROUP INC., IN THE AMOUNT OF ONE HUNDRED
FORTY SEVEN THOUSAND THREE HUNDRED SIXTY
THREE DOLLARS ($147,363) TO ASSIST THE CITY IN
THE DEVELOPMENT AND IMPLEMENTATION OF A
PUBLIC OUTREACH AND PARTICIPATION PROCESS
FOR THE UNIVERSITY PARK AND RESEARCH CENTER
PROJECT, (2) AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AGREEMENT AND RELATED
DOCUMENTS, AND (3) AMENDING THE DEVELOPMENT
SERVICES/ECONOMIC DEVELOPMENT FISCAL YEAR
2010-11 BUDGET BY APPROPRIATING $57,890 FROM
THE UNIVERSITY DEFERRED REVENUE DEPOSIT
ACCOUNT AND AMENDING THE FEDERAL GRANTS
FUND BY APPROPRIATING $29,473 IN GRANT FUNDING
RESOLUTION OF THE CITY OF CHULA VISTA (1)
APPROVING AN AGREEMENT WITH LAER PEARCE AND
ASSOCIATES, IN THE AMOUNT OF ONE HUNDRED
FORTY TWO THOUSAND FOUR HUNDRED THREE
DOLLARS ($142,403) TO ASSIST THE CITY IN THE
DEVELOPMENT AND IMPLEMENTATION OF A PUBLIC
OUTREACH AND PARTICIPATION PROCESS FOR THE
UNIVERSITY PARK AND RESEARCH CENTER PROJECT,
(2) AUTHORIZING THE CITY MANAGER TO EXECUTE
THE AGREEMENT AND RELATED DOCUMENTS, AND
(3) AMENDING THE DEVELOPMENT
SERVICES/ECONOMIC DEVELOPMENT FISCAL YEAR
2010-11 BUDGET BY APPROPRIATING $53,927 FROM
THE UNIVERSITY DEFERRED REVENUE DEPOSIT
ACCOUNT AND AMENDING THE FEDERAL GRANTS
FUND BY APPROPRIATING $28,481 IN GRANT FUNDING
DEVELOPMENT SERVICES DIRECT~SSIST ANT CITY
MANAGER
CITY MANAGER f
20-1
November 23, 2010, Item 1-0
Page 2 of 5
4/5THS VOTE: YES 0 NO D
SUMMARY
For several years, the City of Chula Vista has maintained the vision of creating an
institution of higher education within our corporate limits. Through the sucessful
negotiation to acquire approximately 375 acres of developable land that will be the site of
the University Park and Research Center (UPRC), the City is now undertaking the
necessary steps to bring the vision to reality. As part of this process, the City seeks to
hire a consultant team to assist staff in developing and implementing a meaningful and
effectivc public outreach and participation process related to the planning of the UPRC
project.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance
with the California Environmental Quality Act (CEQA) and has determined that the
activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines,
therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is
not subject to CEQA. Thus, no environmental review is required.
RECOMMENDATION
Council adopt the resolutions.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Since 1989 the City of Chula Vista has maintained the vision of creating an institution of
higher education within our corporate limits. Through the subsequent years there have
been on-going initiatives involving various segments of the community and civic officials
to make sure that adequate land is assembled, and that land use policies are in place to
support the eventual development that has taken conceptual form as the UPRC.
With the approval of the Land Offer Agreements with major Otay Ranch land owners in
2008, the City has developed more certainty about the acquisition of the final university
properties. The acquisition of the land is the key critical path item required for the project
to progress beyond the conceptual stage. The land acquisition will now allow for the City
to better plan for the timely development of the UPRC.
The UPRC will be one of the most signitlcant projects for not only the City of Chula
Vista, but the entire South Bay region. As such, it is imperative that the community be
involved in the planning and development of this project.
20-2
-~,-
November 23,2010, Item W
Page 3 of 5
RFO Process
In July of 2010, the City of Chula Vista Economic Development Division issued a
Request for Qualifications (RFQ) seeking consultants to assist in developing and
implementing a meaningful and effective public outreach and participation process
related to the planning of the UPRC project. Staff sought consultant firms that had a track
record on advising public agencies regarding public outreach and participation strategies.
Staff also sought consultant firms that had extensive experience working with public
agencies and community stakeholders. Staff identitied 15 firms in Southern California
with the requisite skills to assist in this etIort. In addition, the RFQ was placed on the
City's website.
The City received 14 written responses to the RFQ from all over the State, incl uding four
unsolicited responses. Of those, a panel of four Development Services staff members
interviewed the top three qualified firms. At the conclusion of the process, it was the
unanimous consensus of the panel that the team of the Sapetto Group and Laer Pearce
and Associates were the most qualified to design and conduct the outreach and
participation project.
The Sapetto Group has been a leader in government and community relations in
California for nearly 30 years, working both in the public and private sector. In addition,
the firm is certitied in the MIT/Harvard method for developing community consensus,
the process that will be implemented in the UPRC project. Laer Pearce and Associates
has expertise in public affairs and community relations, representing numerous public
and private companies and organizations. Copies of both firms' qualifications have been
included as Attachment 3 to this report.
Public Outreach StrateflV
The outreach program will begin with an ascertainment process, which involves a
confidential interview of City Council members, as well as civic, business and education
leaders to gain a more thorough understanding of key strategic iss.ues and objectives. The
next step will be the formation of citizen and subject matter expert working groups
related to key strategic policy areas, including such areas as education and workforce
development, financing and business models, philanthropy and fundraising, research
park/regional technology park and campus land planning. Additional consultant activities
will include the development of a comprehensive website that will provide the public
with ongoing updates on the activities of the working groups, working group materials
and documents, tracking and responding to inquiries, and media relations.
At the end of the process a final comprehensive report, integrating the work of the
community and the various working groups, will provide recommendations to the City
Council on a business plan and policy guidelines that will frame the development and
management policies for the UPRC. The final approved report will become the key
policy and planning tool utilized by the City to recruit business and education partners to
the UPRC.
20-3
November 23,2010, Item W
Page 4 of5
Concurrent with the public participation process, the City will begin the preparation of
the Sectional Planning Area (SPA) Plan and related Environmental documents. The
Economic Development staff will work closely with both the consultant and the City's
Planning staff to ensure that efforts of the working groups will be coordinated with and
integrated into the planning effort.
Contract Structure
As stated above, the City has selected thc consulting team of The Sapetto Group and Laer
Pearce and Associates. The team will work collaboratively on all aspects of the project.
However, for internal accounting and tax purposes, the consultant team has requested that
the scope of work be divided into two contracts, allowing each company to submit
invoices separately.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this
action.
CURRENT YEAR FISCAL IMPACT
The City of Chula Vista entered into a Land alTer Agreement with the Otay Land
Company for the conveyance of land to the City for the development of the University
Park and Research Center. The Land Offer Agreement also included the acceptance by
the City of $1 million dollars for university planning and recruitment purposes. Further,
the City has received a lederal grant of $972,000 that can be utilized for the planning and
entitlements of the UPRC.
Thc contract has been structured so that funding related to the entitlement efforts will
utilize funding from the federal grant. Activities related to the public outreach, linancing,
media relations and website development will come from the Otay Land Company
endowment funds, except as noted directly below.
The $1 million received from Otay Land Company has been deposited into a University
Deferred Revenue deposit account for such activities as the subject contract. The fiscal
year 2010-11 budget for the Economic Development Division currently includes
$120,000 for costs related to university consultants, which are funded by the University
Deferred Revenue deposit account. The contract amounts for the Sapetto Group
($147,363) and Laer Pearce and Associates ($142,403) total $289,766. Since thc
Economic Development budget already includes $120,000 that can be used for this
purpose, staff is requesting an appropriation of $169,766. Approval of the resolution will
result in the appropriation of:
. $111,812 in the Development Services (General Fund) - Economic Development
Division's Services and Supplies budget and will be offset by University De/errcd
Revenue, and .
. $57,954 in the Federal Grants Fund's Services and Supplies budget that will be
offsct by US Department of Energy grant funding.
20-4
November 23, 20 I 0, Item W
Page 5 of5
ONGOING FISCAL IMPACT
The public participation and outreach project is anticipated to last approximately 12
months. All of the funding necessary for this project will be allocated from the
University Deferred Revenue deposit account and the Federal Grants Fund in the current
fiscal year. Any unspent funds will be carried forward to fiscal year FY 2012. The
expenditure of the funds from the University Deferred Revenue Fund and the Federal
Grants Fund will not result in an impact to the City's General Fund.
ATTACHMENTS
I. Company Qualifications
Prepared by Craig Rui=, Principal Economic Developmenr Specialist, Development Services Department/
Economic Development Division
20-5
COUNCIL RESOLUTION NO.
RESOLUTION OF THE CITY OF CHULA VISTA (l)
APPROVING AN AGREEMENT WITH THE SAPETTO
GROUP INe, IN THE AMOUNT OF ONE HUNDRED FORTY
SEVEN THOUSAND THREE HUNDRED SIXTY THREE
DOLLARS ($147,363) TO ASSIST THE CITY IN THE
DEVELOPMENT AND IMPLEMENTATION OF A PUBLIC
OUTREACH AND PARTICIPATION PROCESS FOR THE
'UNIVERSITY PARK AND RESEARCH CENTER PROJECT,
(2) AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT AND RELATED DOCUMENTS, AND (3)
AMENDING THE DEVELOPMENT SERVICES/ECONOMIC
DEVELOPMENT FISCAL YEAR 2010-11 BUDGET BY
APPROPRIATING $57,890 FROM THE UNIVERSITY
DEFERRED REVENUE DEPOSIT ACCOUNT AND
AMENDING THE FEDERAL GRANTS FUND BY
APPROPRIATING $29,473 IN GRANT FUNDING
WHEREAS, the City of Chula Vista has long had a goal of developing a higher education
presence in the City to serve the South Bay region; and
WHEREAS, the City of Chula Vista has solidified this goal in thc City's General Plan
and in accordance with the devclopment of goals and policies for the development of the
University Park and Research Center; and
WHEREAS, the City has been working for several years to acquire all the land necessary
to develop the University Park and Research Center; and
WHEREAS, in 2008, the City entered into Land Offer Agreements with adjacent land
owners that provide for the acquisition of the final properties necessary to create the University
Park and Research Center; and
WHEREAS, included within the Land Offer Agreement with the Otay Land Company
was the provision of $1 million for university planning and recruitment purposes; and
WHEREAS, in February 2009, the City's Economic Development Division submitted a
Federal Appropriations Request seeking funding for planning and infrastructure tasks related to
the University Park and Research Center project; and
WHEREAS, in September 2010, the City received an award from the US Department of
Energy in the amount of $972,000 for the environmental, sustainablc, cnergy and initial land use
planning and entitlements for the Univcrsity Park and Research Center; and
WHEREAS, as the acquisition of the land becomes more certain, It lS necessary to
complete all planning documents and rclated entitlements that will allow for the timely
development of the University Park and Research Center; and
WHEREAS, the City of Chula Vista sceks to involve the the community in the planning
and developmcnt of the University Park and Research Center; and
20-6
WHEREAS, in July of 2010, the City of Chula Vista Economic Development Division
issued a Request for Qualifications seeking consultants to assist in developing and implementing
a meaningful and effective public outreach and participation process related to the planning of
the University Park and Research Center project; and
WHEREAS, the Request for Qualifications Review Panel reviewed the qualifications of
the 14 respondents and recommends the consulting team of The Sapetto Group, mc., and Laer
Pearce and Associates to develop and implement the public outreach and participation process;
and
WHEREAS, the consultant team will work collaboratively on all aspects of the project.
However, for internal accounting and tax purposes, the consultant team has requested that the
scope of work be divided into two contracts, allowing each company to submit invoices
separately; and
WHEREAS, the City sceks to select The Sapetto Group, Inc., to perform the work
contemplated by the scope of work included in the subject consultant agrecmcnt; and
WHEREAS, The Sapetto Group, Inc., warrants and represents that it is expericnced and
staffed in a manner such that it can deliver the services required to City in accordance with the
time frames and the terms and conditions of the consultant agreement.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Chula
Vista does hereby approve the consultant agreement between thc City of Chula Vista and The
Sapetto Group, Inc., to implement the public outreach and participation process related to the
planning ofthe Univcrsity Park and Research Center project.
BE IT FURTHER RESOLVED, that the City Council of the City of Chula Vista does
hereby authorize the City Manager or his designee to execute all documents necessary to
implement the subject agreement.
BE IT FURTHER RESOLVED, that the City Council of the City of Chula Vista does
hereby approve amending the Development Services (General Fund) - Economic Development
Division's Fiscal Year 2010-11 Services and Supplies budget by appropriating $57,890 From the
University Deferred Revenue Deposit Account and amending the Federal Grants Fund's Services
and Supplies budget by appropriating $29,473 in grant funding.
Presented by
Approved as to form by
Gary Halbert, AICP, PE
Assistant City Manager/Director of
Development Services
~
-)
~
"
20-7
COUNCIL RESOLUTION NO.
RESOLUTION OF THE CITY OF CHULA VISTA (I)
APPROVING AN AGREEMENT WITH LAER PEARCE AND
ASSOCIATES, IN THE AMOUNT OF ONE HUNDRED FORTY
TWO THOUSAND FOUR HUNDRED THREE DOLLARS
($142,403) TO ASSIST THE ClTY IN THE DEVELOPMENT
AND IMPLEMENTATION OF A PUBLIC OUTREACH AND
PARTICIPATION PROCESS FOR THE UNIVERSITY PARK
AND RESEARCH CENTER PROJECT, (2) AUTHORIZING
THE CITY MANAGER TO EXECUTE THE AGREEMENT
AND RELATED DOCUMENTS, AND (3) AMENDING THE
DEVELOPMENT SERVICES/ECONOMIC DEVELOPMENT
FISCAL YEAR 2010-11 BUDGET BY APPROPRlATING
$53,927 FROM THE UNIVERSITY DEFERRED REVENUE
DEPOSIT ACCOUNT AND AMENDING THE FEDERAL
GRANT FUND BY APPROPRIATING 528,481 IN GRANT
FUNDING
WHEREAS, the City of Chula Vista has long had a goal of developing a higher education
presence in the City to serve the South Bay region; and
WHEREAS, the City of Chula Vista has solidified this goal in the City's General Plan
and in accordance with the development of goals and policies for the development of the
University Park and Research Center; and
WHEREAS, the City has been working for several years to acquire all the land necessary
to develop the University Park and Research Center; and
WHEREAS, in 2008, the City entered into Land Offer Agreements with adjacent land
owners that provide for the acquisition of the final properties necessary to create the University
Park and Research Center; and .
WHEREAS, included within the Land Offer Agreement with the Otay Land Company
was the provision of $1 million for university planning and recruitment purposes; and
WHEREAS, in February 2009, the City's Eeonomic Development Division submitted a
Federal Appropriations Request seeking funding for planning and infrastructure tasks related to
the University Park and Research Center project; and
WHEREAS, in September 2010, the City received an award from the US Department of
Energy in the amount of 5972,000 for the enviromnental, sustainable, energy and initial land use
planning and entitlements for the University Park and Research Centcr; and
WHEREAS, as the acquisition of the land becomes more certain, It IS necessary to
complete all planning documents and related entitlements tl,at will allow for the timely
development of the University Park and Research Center; and
WHEREAS, the City of Chula Vista seeks to involve the the community in the planning
and development of the University Park and Research Center; and
20-8
WHEREAS, in July of 20 I 0, the City of Chula Vista Economic Development Division
issued a Request for Qualifications seeking consultants to assist in developing and implementing
a meaningful and effective public outreach and participation process related to the planning of
the University Park and Research Center project; and
WHEREAS, the Request for Qualifications Review Panel reviewed the qualifications of
the 14 respondents and recommends the consulting team of The Sapetto Group, Inc., and Laer
Pearce and Associates to develop and implement the public outreach and participation process;
and
WHEREAS, the consultant team will work collaboratively on all aspects of the project.
However, for internal accounting and tax purposes, the consultant team has requested that the
scope of work be divided into two contracts, allowing each company to submit invoices
separately; and
WHEREAS, the City seeks to select Laer Pearce and Associates to perform the work
contemplated by the scope of work included in the subject consultant agreement; and
WHEREAS, Laer Pearce and Associates warrants and represents that it is experienced
and staffed in a manner such that it can deliver the services required to City in accordance with
the time frames and the terms and conditions of the consultant agreement.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Chula
Vista does hereby approve the consultant agreement between the City of Chula Vista and Laer
Pearce and Associates to implement the public outreach and participation process related to the
planning of the University Park and Research Center project.
BE IT FURTHER RESOLVED, that the City Council of the City of Chula Vista does
hereby authorize the City Manager or his designee to execute all documents necessary to
implement the subject agreement.
BE IT FURTHER RESOLVED, that the City Council of the City of Chula Vista does
hereby approve amending the Development Services (General Fund) - Economic Development
Division's Fiscal Year 2010-11 Services and Supplies budget by appropriating 853,927 from the
University Deferred Revenue deposit account and amending the Federal Grant Fund's Services
and Supplies budget by appropriating 828,481 from grant funding.
Presented by
Approved as to form by
Gary Halbert, AICP, PE
Assistant City Manager/Director of
Development Services
/
20-9
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
----"
City Attorney
Dated:
II IT/v
AGREEMENT BETWEEN THE CITY OF CHULA VISTA
AND THE SAPETTO GROUP, INC.
TO DEVELOP AND IMPLEMENT A PUBLIC OUTREACH AND
P ARTICIP A TION PROCESS RELATED TO THE PLANNING
OF THE UNIVERISITY PARK AND RESEARCH CENTER
20-10
Agreement between
City of Chula Vista
and
The Sapetto Group, Inc.
To Develop and Implement a Public Outreach and Participation Process
Related to the Planning of the University Park and Research Center
This agreement ("Agreement"), dated November 23,2010 for the purposes ofreference only,
and effective as of the date last executed unless another date is otherwise specified in Exhibit A
to this Agreement ("Exhibit A"), Paragraph I, is between the City-related entity whose name and
business form is indicated on Exhibit A, Paragraph 2, ("City"), and the entity whose name,
business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4
through 6, ("Consultant"), and is made with reference to the following facts:
Recitals
WHEREAS, the City of Chula Vista has long had a goal of developing a higher education
presence in the City to serve the South Bay region; and
WHEREAS, the City ofChula Vista has solidified this goal in the City's General Plan
and in accordance with the development of goals and policies for the development of the
University Park and Research Center; and
WHEREAS, the City has been working for several years to acquire all the land necessary
to develop the University Park and Research Center; and
WHEREAS, in 2008, the City entered into Land Offer Agreements with adjacent land
owners that provide for the acquisition of the final properties necessary to create the University
Park and Research Center; and
WHEREAS, included within the Land Offer Agreement with the Otay Land Company
was the provision of $1 million for university planning and recruitment purposes; and
WHEREAS, In February 2009, the City's Economic Development Division submitted a
Federal Appropriations Request seeking funding for planning and infrastructure tasks related to
the University Park and Research Center project; and
WHEREAS, in September 2010, the City received an award from the US Department of
Energy in the amount of $972,000 for the environmental, sustainable, energy and initial land use
planning and entitlements for the University Park and Research Center; and
WHEREAS, as the acguisition of the land becomes more certain, it is necessary to
complete all planning documents and related entitlements that will allow for the timely
development of the University Park and Research Center; and
Page I
Agreement between City of Chuia Vista and The Sapetto Group, Inc.
20-11
WHEREAS, the City of Chula Vista seeks to involve the the community in the planning
and development of the University Park and Research Center; and
WHEREAS, In July of 2010, the City of Chula Vista Economic Development Division
issued a Request for Qualifications seeking consultants to assist in developing and implementing
a meaningful and effective public outreach and participation process related to the planning of
the University Park and Research Center project; and
WHEREAS, the Request for Qualifications Review Panel reviewed the qualifications of
the 14 respondents and recommends the consulting team of The Sapetto Group, Inc., and Laer
Pearce and Associates to development and implement the public outreach and participation
process; and
WHEREAS, the consultant team will work collaboratively on all aspects of the project.
However, for internal accounting and tax purposes, the consultant team has requested that the
scope of work be divided into two contracts, allowing each company to submit invoices
separately; and
WHEREAS, the City seeks to select The Sapetto Group, Inc., (Consultant) to perform the
work contemplated by the scope of work included in the Agreement; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
Page 2
Agreement between City of Chu/a Vista and The Sapetto Group. Inc.
20-12
NOW, THEREFORE, for valuable consideration it is mutually agreed to by and between
the City and Consultant as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE 1. CONSULTANT'S OBLIGATIONS
A. General
I. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 ("General Duties").
2. Scope of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, terminate this Agreement.
a. Reductions 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 the reduction.
b. Additional Services. In addition to performing the Defined Services, City may
require Consultant to perform additional consulting services related to the Defined
Services ("Additional Services"), and upon doing so in writing, if they are within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 1 D(C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No Waiver of Standard of Care. Where approval by City is required, it is understood
. to be conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standards, and liability for damages
caused by neglige~t acts, errors, omissions, noncompliance with industry standards,
or the willful misconduct of the Consultant or its subcontractors.
Page 3
Agreement between City ofChl/la Vista and The Sapetto Group. Inc.
20-13
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
I. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
1. General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. eGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Aulo. Insurance Services Office Form Number CA 0001 covenng Automobile
Liability, Code 1 (any auto).
c. We. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
i. General Liability:
(Including
operations,
products and
com leted
$1,000,000 per occurrence for bodily injury, personal injury,
(including death), 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 a gre ate limit must be twice the
Page 4
Agreement between City ofChu/a Vista and The Sapetto Group, Inc.
20-14
operations, as required occurrence limit.
applicable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each employee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Arty insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
Page 5
Agreement between City ofChula Vista and The Sapetto Group. Inc.
20-1:>
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active n'egligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Jvfaintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
7. Acceptabilitv 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.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section I.C. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
or policies conform to the requirements of this Agreement. All certificatcs 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
Page 6
Agreement between City of Chuta Vista and The Sapetto Group, Inc.
20-1b
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performance
I. 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 amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Department of Treasury Circular 570,
htto://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attorney which amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Paragraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(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.
Page 7
Agreement between Citv ofChula Vista and The Sapetto Grozp. Inc.
. 20-17
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 ofthe Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, tiles and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, 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 11.
2. Supporting Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
I) incurred prior to the effective date of this Agreement; or 2) arising out of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater than would have
resulted if there were no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
paragraph is intended to limit City's rights under other provisions of this
Agreement.
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Agreement between City ofChula Vista and The Sapetto Group. Inc.
20-1B
4. Pavment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project cost does not constitute a City [mal decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City will not make a final determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE Ill. ETHICS
A. Financial Interests of Consultant
1. 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.
2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
3. Search to Determine Economic Interests. Regardless of whether Consultant is designated
as 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 whi,ch would conflict with Consultant's duties under this Agreement.
4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
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Agreement between City of Chula Vista and The Sapetto Group. Inc.
20-19
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Dutv to Advise of Conflicting Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant. learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents ("Consultant Associates") presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, ("Prohibited
Interest"), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
d. Consultant may not conduct or 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.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensat" for delay.
2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
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Agreement between City afChuia Vista and The Sapelta Group. Inc.
20-20
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 ("Liquidated Damages Rate").
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE Y. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
I. General Requirement. Except for liability for Design Professional Services covered
under Article Y., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which may be in combination with the active or passive negligent
acts or omissions ofthe Consultant, its employees, agents or officers, or any third party.
2. Design Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, reck;lessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
Page 11
Agreement between City ofChula Visto and The Sapetto Group, Inc.
20-21
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections A.I and A2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections AI. and A.2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections AI. and A2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents,. data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
City, become the property of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
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, in an amount not to
Page 12
Agreement between City ofChula Vista and The Sapetto GrauE... Inc.
20-2<!
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives any arid all claims for damages or compensation arising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may reqUlre.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, Ai'ill CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unruet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notatiol}), without prior written consent of City.
1. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
. "Permitted Subconsultants".
Page 13
Agreement between City of Chula Vista and The Sapetto Group, Inc.
20-23
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole. and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's work products. Consultant and any of the Consultant's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees are entitled including but not limited to,
overtime, retirement benefits, worker's compensation benefits, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Consultant shall be solely responsible for the payment of same and
shall hold the City harmless with regard to them.
1. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that it's agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions' of which are incorporated by this reference as if fully set forth
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
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Agreement between City ofChula Vista and The SapeltD Group, Inc.
20-24
E. Administration of Contract. Each party designates the individuals ("Contract
Administrators") indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the' numbers and cost in dollar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
1. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Consultant and/or is principals is/are licensed with the State of California or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals are licensed real estate brokers or salespersons.
J. Notices. All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any party
shall be deemed to have been properly givcn or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this Agreement as the places of
business for each ofthe designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
amended, modified, waived or discharged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or discharge is sought.
1. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
M. Governing 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,
Page 15
Agreement between City ofChula Vista and The Sapetto Group. Inc.
20-25
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
[End of page. Next page is signature page.]
Page 16
Agreement between CUv orChula Vista and The Sapetto Graul!. Inc.
. " 20-20
Signature Page
to
Agreement between
City of Chula Vista and
The Sapetto Group Inc.
To Develop and Implement a Public Outreach and Participation Process
Related to the Planning of the University Park and Research Center
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
City ofChula Vista
Dated:
By:
Jim Sandoval, City Manager
Attest:
Donna Norris, City Clerk
Approved as to form:
Bart Miesfeld, City Attorney
f\? Sapetto Group Inc.
By:~j~ 0~
Pamela Sapetto, Princip I .
Dated:
Exhibit List to Agreement (X) Exhibit A.
J;',Allomey',MlchllcISIWftivenityC:Il"llpus-"ork~hCelWeMpnI\2hrty~II.14.lo. DCADnn.doc
Page 17
Agreement between City ofChula Vista and The Sapelfo Group. Inc.
20-27
Exhibit A
to
Agreement between
City of Chula Vista
and
The Sapetto Group
1. Effective Date of Agreement: November 23, 2010
2. City-Related Entity:
(X) City of Chula 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 of Chula Vista, a
( ) Other: , a [insert business form]
3. Place of Business for City:
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
The Sapetto Group
5. Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
231 East Memory Lane
Santa Ana, CA 92705
949-252-0841 - phone
949-252-0842 - fax
7. General Duties:
The Sapetto Group will assist the City in developing and implementing a meaningful and
effective public outreach and participation process related to the planning of the University Park
and Research Center (UPRC) project.
Page 18
Agreement between City afChula Vista and The Sapetta Graul!., Inc.
20-211
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
STRATEGIC OVERVIEW
The goal in this phase is to emerge with a visionary, but workable, concept for the UPRC that
has consensus support from a diverse set of stakeholders representing the Chula Vista
community and regional interests. The focus of outreach will be on arriving at consensus at a
program level for the site (i.e. endorsement of ajoint use facility with broad and flexible
recommendations for land use, phasing and funding), using the recently completed empirical
analyses as the guiding logic. The completed "product" of this phase will be a Strategic
Planning Policy that will guide future UPRC land-use policymaking decisions by the Chula Vista
City Council and other relevant governing bodies. It will also serve as the baseline vision to
attract potential university and research partners. The following outlines the methods we will
use to arrive at this outcome.
TACTICAL PROGRAM
I. Phase 1- Ascertainments (2 months):
The purpose of ascertainments is to glean insights and guidance on the planning process,
not on the UPRC vision itself. A well-executed ascertainment will allow us to proceed
with developing the overarching program design and of the UPRC messages with the
benefit of a comprehensive understanding of community leaders' perceptions of the
UPRC. Therefore, the beginning of the initial phase focuses on ascertainment and
opinion gathering.
The ascertainment would involve focused, one-on-one, in depth interviews with
members of the City Council and selected community leaders and others with expertise
relevant to the project. The combination of having an outside party (SGI and lP&A)
conducting the ascertainment and a promise of anonymity will ensure that accurate and
actionable information will be obtained.
II. Working Groups (5-10 members per Working Group, 4 meeting per group, 8 month
timeframe, beginning after Ascertainment Phase is complete):
One of our key objectives in this first phase is to broaden the base of stakeholders
involved in the public engagement process, while maintaining strict control on the
direction and duration of the process. Too often, this is attempted by corralling diverse
interests into a monolithic "advisory" body that leads to a protracted series of unfocused
meetings that can yiel~ incompatible ideas and unworkable plans.
We propose the opposite. We believe that formulating several, smaller Working Groups
of individuals representing common, if not like-minded, interests from a cross-section of
our key stakeholders will diversify and expand the base of stakeholders, while allowing
us to gain consensus on a viable plan efficiently and without significant controversy.
Page 19
Agreement between City ofChula Vista and The Sa pelto Group, Inc.
20-29
We also have found that the Working Group method is very effective in ensuring that
meetings are task-oriented, focused and that everyone is heard, and no one person or
point-of-view takes over any given meeting. We are proposing that each Working Group
be comprised of five to ten individuals. In rare exceptions, a Working Group may grow
to more than ten, but we suggest 20 as a maximum. Members of the public will be
invited to attend all working group meetings and will be given the opportunity to provide
comment.
While the specific individuals will be determined with the benefit of staff input and the
ascertainments, seven Working Group categories have emerged from our initial planning
process (in no particular order of importance):
a. Land Use/Entitlement
b. Business/Finance/Governance
c. EducationIWorkforce Development
d. Partnerships/Recruiting
e. Philantmopic/Fundraising
f. Integration Group - The chairs of each of the other groups, to review progress
and seek consensus when necessary
II(b) Working Group Meeting Sequence
The objective of these meetings is to emerge with a consensus on a broad, workable
Strategic Planning Policy that may then be used to formulate future land use policies for
the UPRC. Our initial thought is that we hold a series of four task-oriented meetings with
each of the six Working Groups (for a total of24 meetings). The Integration Working
Group will be more adaptive and will not necessarily follow this sequence.
It is important to have flexibility with the Working Groups, so this sequence anticipates
potential variables encountered during the engagement process that may alter the
sequence.
J'vleetinz One - Education. Re-orientation. Constraints and Oooortunities
The initial meeting would be used to introduce the team working on the outreach, educate
the Working Groups as to where the UPRC project currently stands and what the City has
been doing over the last few years. We would also define the Opportunities and
Constraints that have been analyzed over the last few years, with an emphasis on the
logic behind the Joint Use scenario. In other words, we set the parameters of all future
discussions at the outset. We would also clearly discuss the role of the Working Group,
the process envisioned, the anticipated work product, and what we do and do not expect
of the group going forward. The last portion of the meeting would be reserved for
questions and answers. (May include site tour)' .
lvleetinz Two - Visioninz Exercise
The second meeting would begin with answering any questions raised in the initial
meeting that required research or additional thought (this is done to help build rapport
Page 20
Agreement between City ofChula Vista and The Sapetto Group.. Inc.
20-3U
and mutual respect and demonstrate that we are "hearing" the individual members of the
Working Group). The meeting would then concentrate on presentation and discussion of
the various educational demand and financing models (e.g. College of Canyons, NC
State). The discussion would be broken down into two parts: institutional and financial
models. Participants would be given illustrations and information about each and asked
to prioritize each model. Ideally, exerts (e.g. Eastridge) would be on hand to answer
questions and provide expert insights. This would be followed by a detailed discussion
of the feasibility of the Joint Use Model for UPRC. The last portion of the meeting
would be reserved for questions and answers.
Meetinf!: Three - Confirmation and Planninf!: Details
The third meeting would begin with answering any questions raised in the preceding
meetings that required research or additional thought. The next step is to review the
outcomes of the previous meeting, allowing participants to confirm or refine their
feedback. The next portion of the meeting would be discussions on specific policies that
the City could adopt in support of the Joint Use option for development of the UPRC.
The last portion of the meeting would be reserved for questions and answers.
Meetinz Four - Presentation of Draft Stratezic Planninz Policy
The fourth and fmal meeting would again begin with answering any questions raised in
the preceding meetings, and then present the draft Strategic Planning Policy, which
incorporates the feedback of all Working Groups. Each Working Group would then be
asked to endorse - or support - the draft plan.
III. Phase 3 - Inter-Governmental Relations & Communications
In recognition that the UPRC is a regional asset, a regional governmental relations
effort is proposed to present the final approved Strategic Plan to relevant government
agencies. Where appropriate, we will request formal support via resolutions or other
mechanisms. The aim is to solidify a regional consensus around the Strategic Planning
Policy before moving into the land planning phase.
Communications at this phase will build credibility for the recently completed studies,
the outreach process and the new reality for the UPRC. This will help us maintain focus
on the phase goal, which is to emerge with a visionary but workable Strategic Plan. We
will communicate the process and results through cost-effective mediums, as presented
below:
Key message development
A set of project key messages will be developed to guide all communications during this
phase, based on the market studies, ascertainment, project background and results of the
ongoing public engagement process.
Development of a project website
Likely to mirror the city's current site, this web page will serve as the clearinghouse of
project-related information. It will emphasize transparency and will house workgroup
Page 21
Agreement between City of Chuto Vista and The Sape~oO 0"~uf" Inc.
meeting information, including agendas and minutes. At this phase of the outreach effort,
it will be focused on process and will address project history, study findings, outreach
progress and general information.
Media relations
At this stage in the process, it is important that media relations efforts emphasize the
validation of the studies, while downplaying specific options, like a Cal State or UC
option. We propose meeting with key press at the onset of the process to walk them
through the USD Needs Analysis, other study data and the upcoming outreach process.
The intent is to make the public aware of the coming outreach process, build transparency
and control expectations at this early stage.
Additional Opportunities
We will also explore additional opportunities with staff to supplement the community
outreach program. For example, hosting presentations at local high schools to gain their
insights on what they look for in a university would not only provide for good
community relations opportunities, but would also gain valuable market-based insights
on university strengths and weaknesses from today's college-aged demographic.
Anticipated Communications Materials
. Theme and messaging
. Presentations and materials for Working Group meetings
. Maps and background materials
. Fact sheets
. Report-backs (following completion of each full set of Working Group
meetings)
. Press materials
. Database management
. Working Group participant keepsake
. Other materials as deemed valuable
IV. Evaluation and Future Phases
Evaluation
We fully anticipate keeping the Council abreast of the public participation process. This
will entail Council presentations at the completion of each Working Group series. These
update presentations may be given by the Consultant or staff, based on direction.
B. Date for Commencement of Consultant Services:
(X) Same as Effective ,Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliverables:
Page 22
Agreement between City ofehl/ta Vista and The Sapet200~~u2" Inc.
Deliverable No. I:
Deliverable No.2:
Deliverable No.3:
Deliverable No.4:
D. Date for completion of all Consultant services:
9. Materials Required to be Supplied by City to Consultant:
N/A
10. Compensation:
A. () Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a phased fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount: $147,363, 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. (X) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
Page 23
Agreement between City ofChula Vista and The Sa petta Grou2, Inc.
20-3;:1
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 I
Kickoff Meeting w/Citv Staff
CEO I President
Vice President
6.5 hrs
6.5 hrs
$1,852.50
$1,495.00
Research. Stratee:v Develooment. StratelN Meeting with City
CEO I President 15.0 hrs
Vice President 10.0 hrs
Senior Associate 6.0 hrs
$4,275.00
$2,300.00
$1,110.00
Ascertainments & Preparation
CEO I President
Vice President
Senior Associate
50.0 hrs
10.0 hrs
10.0 hrs
$14,250.00
$2,300.00
$1,100.00
Phase 2
Watkin!! Group Meetine:s
CEO I President
Vice President
Senior Associate
95.0 hrs
95.0 hrs
20.0 hrs
$27,075.00
$21,850.00
$3,700.00
Proiect Coordination MeetinE!s / Conf Calls with City Staff
CEO I President 80.0 hrs
Vice President 50.0 hrs
$22,800.00
$11,500.00
Phase 3
Government Relations
CEO I President
Vice President
Senior Associate
45.0 hrs
45.0 hrs
20.0 hrs
$12,825.00
$10,350.00
$3,700.00
Working Group Documents ICreate & assemble needed docs before meetings: distributed
needed documents after meetinE!s
CEO I President
Vice President
2.0 hrs
1.0 hrs
$570.00
$230.00 .
Ascertainment Report Preoaratioh
CEO I President
Vice President
2.0 hrs
2.0 hrs
$570.00
$460.00
Page 24
Agreement between City ofChula Vista and The Sapetta Graue, Inc.
20-3'1
(X) I. 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. ( ) 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:
(I) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $
including all Materials, and other "reirnbursables" ("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. See Exhibit B for wage rates.
( ) 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:
Page 25
Agreement between City ofChula Vista and The Sapetta GraUE, Inc.
20-30
( ) 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 $
() Outside Services:
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City: Craig Ruiz
276 Fourth Avenue
Chula Vista, CA 91910
Consultant: Pamela Sapetto
231 East Memory Lane
Santa Ana, CA 92705
13. Liquidated Damages Rate:
( ) $
( ) Other:
per day.
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict oflnterest
Code (Chula Vista Municipal Code chapter 2.02):
(X)Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No.1. Investments, sources of income and business interests.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, business pOSItIOns, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
Page 26
Agreement between City of Chula Vista and The Sapetto GrQUJ!. Inc.
20-;:Sb
( ) Category No.4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of
real property.
( ) Category No.5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
Vista or the City's Redevelopment Agency to provide services, supplies, materials,
machinery or equipment.
( ) Category No.6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
( ) List "Consultant Associates" interests in real property within 2 radial miles of Project
Property, if any:
15. ( ) Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
N/A
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
(X) End of the Month
( ) Other:
Page 27
Agreement between City ofChulo Vista and The Sape~oO~~7' Inc.
C. City's Account Number: 12710-6301
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
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:
Page 28
Agreement between City ofChu/a Vista and The Sape~r/'::3'{t Inc.
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Dated: /11 r/O
AGREEMENT BETWEEN THE CITY OF CHULA VISTA
AND THE LAERPEARCE AND ASSOCIATES.
TO DEVELOP AND IMPLEMENT A PUBLIC OUTREACH AND
PARTICIPATION PROCESS RELATED TO THE PLANNING
OF THE UNIVERISITY PARK AND RESEARCH CENTER
20-39
Agreement between
City of Chula Vista
and
Laer Pearce and Associates
To Develop and Implement a Public Outreach and Participation Process
Related to tbe Planning of the University Park and Research Center
This agreement ("Agreement"), dated November 23,2010 for the purposes of reference only,
and effective as of the date last executed unless another date is otherwise specified in Exhibit A
to this Agreement ("Exhibit A"), Paragraph 1, is between the City-related entity whose name and
business form is indicated on Exhibit A, Paragraph 2, ("City"), and the entity whose name,
business form, place of business and telephone numbers are indicated on Exhibit A, Paragraphs 4
through 6, ("Consultant"), and is made with reference to the following facts:
Recitals
WHEREAS, the City of Chula Vista has long had a goal of developing a higher education
presence in the City to serve the South Bay region; and
WHEREAS, the City of Chula Vista has solidified this goal in the City's General Plan
and in accordance with the development of goals and policies for the development of the
University Park and Research Center; and
WHEREAS, the City has been working for several years to acquire all the land necessary
to develop the University Park and Research Center; and
WHEREAS, in 2008, the City entered into Land Offer Agreements with adjacent land
owners that provide for the acquisition of the fmal properties necessary to create the University
Park and Research Center; and
WHEREAS, included within the Land Offer Agreement with the Otay Land Company
was the provision of $1 million for university planning and recruitment purposes; and
'WHEREAS, In February 2009, the City's Economic Development Division submitted a
Federal Appropriations Request seeking funding for planning and infrastructure tasks related to
the University Park and Research Center project; and
WHEREAS, in September 2010, the City received an award from the US Department of
Energy in the amount of $972,000 for the environmental, sustainable, energy and initial land use
planning and entitlements for the University Park and Research Center; and
WHEREAS, as the acquisition of the land becomes more certain, it is necessary to
complete all planning documents and related entitlements that will allow for the timely
development of the University Park and Research Center; and
Page 1
Agreement between City ofChula Vista and Laer Pearce and Associates
20-40
WHEREAS, the City of Chula Vista seeks to involve the the community in the planning
and development of the University Park and Research Center; and
WHEREAS, In July of 2010, the City of Chula Vista Economic Development Division
issued a Request for Qualifications seeking consultants to assist in developing and implementing
a meaningful and effective public outreach and participation process related to the planning of
the University Park and Research Center project; and
WHEREAS, the Request for Qualifications Review Panel reviewed the qualifications of
the 14 respondents and recommends the consulting team of The Sapetto Group, Inc., and Laer
Pearce and Associates to development and implement the public outreach and participation
process; and
WHEREAS, the consultant team will work collaboratively on all aspects of the project.
However, for internal accounting and tax purposes, the consultant team has -requested that the
scope of work be divided into two contracts, allowing each company to submit invoices
separately; and
WHEREAS, the City seeks to select Laer Pearce and Associates (Consultant) to perform
the work contemplated by the scope of work included in the Agreement; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
Page 2
Agreement between City ofChula Vista and Laer Pearce and Associates
20-41
NOW, THEREFORE, for valuable consideration it is mutually agreed to by and between
the City and Consultant as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE 1. CONSULTANT'S OBLIGATIONS
A. General
1. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 ("General Duties").
2. Scope of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be referred to as the "Defrned Services." Failure to
complete the Defmed Services by the times indicated does not, except at the option of the
City, terminate this Agreement.
a. 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 the reduction.
b. Additional Services. In addition to performing the Defrned Services, 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 1 D(C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Care. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No Waiver of Standard of Care. Where approval by City is required, it is understood
to be conceptual approval only and does not relieve the Consultant of responsibility
for complying wi\h all laws, codes, industry standards, and liability for damages
caused by negligent acts, errors, omissions, noncompliance with industry standards,
or the ",illful misconduct of the Consultant or its subcontractors.
Page 3
Agreement between City ofChu/a Vista and Laer Pearce and Associates
20-42
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
1. Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
I. General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. Auto. Insurance Services Office Form Number CA 0001 covenng Automobile
Liability, Code 1 (any auto).
c. We. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
i. General Liability:
(Including
operations,
products and
completed
$1,000,000 per occurrence for bodily injury, personal injury,
(including death), 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
Proi ectllocation or the general aggregate limit must be twice the
Page 4
Agreement betrveen City of Chula Vista and Laer Pearce and Associates
20-43
operations, as required occurrence limit.
applicable)
ii. Automobile $1,000,000 per accident for bodily injury, including deatb, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each employee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by tbe City. At tbe option oftbe City, eitber tbe insurer will
reduce or eliminate such deductibles or self-insured retentions as tbey pertain to tbe City,
its officers, officials, employees and volunteers; or tbe Consultant will provide a fmancial
guarantee satisfactory to tbe City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
tbe following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds witb respect to all policies of
insurance, including tbose with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of tbe Consultant, where applicable, and,
witb respect to liability arising out of work or operations performed by or on behalf of
tbe Consultant, including providing materials, parts or equipment furnished in
connection ','lith such work or operations. The general liability additional insured
coverage must be provided in tbe form of an endorsement to tbe Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, tbe endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to tbe City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by tbe City, its officers,
officials, employees, or volunteers is wholly separate from tbe insurance of the
Consultant and in no way relieves the Consultant from its responsibility to provide
msurance.
Page 5
Agreement between City ofChula Vista and Laer Pearce and Associates
20-44
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
7. Acceptabilitv 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.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsem~nts effecting coverage required by Section 1. C. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
or policies conform to the requirements of this Agreement. All. certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
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Agreement between City ofChula Vista and Laer Pearce and Associates
20-45
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish separate certificates and endorsements for each subconsultant. All coverage for.
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performance
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 amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Department of Treasury Circular 570,
http://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 accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attorney which amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Paragraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit.
(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.
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Agreement between City ofChula Vista and Laer Pearce and Associates
20-46
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regularly consult the Consultant for the purpose
of reviewing the progress of the Defmed Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
tbroughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
I. Following Receipt of Billing. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Paragraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, 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 11.
2. Supporting Information. Any billing submitted by Consultant shall contaID sufficient
information as to the propriety of the billing, including properly executed payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the fu"Ilount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Paragraph 17(C) to be charged upon making such payment.
3. Exclusions. In determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) arising out of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater than would have
resulted if the,e were no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
paragraph is intended to limit City's rights under other provisions of this
Agreement.
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Agreement between City ofChu/a Vista and Laer Pearr;..e and Associates
<:0-47
4. Pavment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Proj ect cost does not constitute a City final decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City ",ill not make a final determination about the eligibility of any
cost until the fmal payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout \'<ill not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
\'<ill Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
1. Consultant is Desimated 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.
2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a fmancial interest other than the compensation
promised by this Agreement.
3. Search to Determine Economic Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the 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 whi.ch would conflict with Consultant's duties under this Agreement.
4. Promise Not to Acquire Conflicting Interests. Regardless of whet.'1er Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
\'<ill not acquire, obtain, or assume an economic interest during the term of this
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Agreement between City ofChu/a Vista and Laer Pearce and Associates
20-48
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents ("Consultant Associates") presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defmed Services, ("Prohibited
Interest"), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
reward or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
d. Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party that may be in conflict with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensatefor delay.
2. Amount of Penalty. Failure to complete the Defmed 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
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Agreement between City of Chula Vista and Laer Pearce and Associates
20-49
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 ("Liquidated Damages Rate").
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fIre, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
",Titing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its offIcials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the DefIned Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
offIcers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or offIcers, or any third party.
2. Desi!ill Professional Services. If Consultant provides design professional services, as
defined by Califomia Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its offIcials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, reck;lessness, or willful misconduct of Consultant, its offIcials, offIcers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
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Agreement between City ofChula Vista and Laer Pearce and Associates
20-50
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections A.I and A.2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections A. I. and A.2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections A.I. and A.2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfinished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
City, become the property of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
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, in an amount not to
Page 12
Agreement between City ofChula Vista and Laer Pearce and Associates
20-51
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION Al'lD ACCESS
A, Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Proj ect as City
may reqUire.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Proj ect.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the'reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a fInal certifIcation of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform fmancial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifIes the Consultant that City has
closed the Project, and either forwards the fInal payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notifIcation from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
1. Limited Consent. City hereby consents to the assignment of the portions of the Defmed
Services identifIed in Exhibit A, Paragraph 16 to the subconsultants identifIed as
"Permitted Subconsultants".
Page 13
Agreement between City ofChula Vista and Laer Pear2ecf~%tsociates
B. Ownership, Puhlication, 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 umestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's work products. Consultant and any of the Consultant's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees are entitled including but not limited to,
overtime, retirement benefits, worker's compensation benefits, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income ta'(, social security tax or
any other payroll ta'(, and Consultant shall be solely responsible for the payment of same and
shall hold the City harmless with regard to them.
I. Actions on Behalf of City. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that it's agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the. Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as if fully set forth
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
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Agreement between City ofChula Vista and Laer pearcetfjr!..*fciates
E. Administration of Contract. Each party designates the individuals ("Contract
Administrators") indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relating to the
preparation of the report or document.
1. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Consultant and/or is principals is/are licensed with the State of Califomia or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals are licensed real estate brokers or salespersons.
1. Notices. All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
amended, modified, waived or discharged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
M. 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,
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Agreement between City ofChula Vista and Laer Pearce and Associates
20-54
..'"'. ,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
[End of page. Next page is signature page.]
Page 16
Agreement between City ofChula Vista and Laer Pearce and Associates
20-55
Signature Page
to
Agreement betwecn
City of Chula Vista and
Laer Pearce and Associates,
To Develop and Implement a Public Outreach and Participation Process
Related to the Planning of the University Park and Research Center
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City ofChula Vista
By:
Jim Sandoval, City Manager
Attest:
Donna Norris, City Clerk
Approved as to form:
Bart Miesfeld, City Attorney
Datcd:
Laer Pearce, President
By:
Exhibit List to Agreement (X) Exhibit A.
J.\c\Ttomey\",!ichaelSh\UI,iver3jlyCampus-Pnrk&Rese~rchCenrcrlr\!,'111l\2PanyLPA-II, 16.1 O.DC r\Draft.iloc
Page 17
Agreement benveen City ojChu/a Vista and Laer Pearce and Associates
20-56
Exhibit A
to
Agreement between
City of Chula Vista
and
Laer Pearce and Associates
1. Effective Date of Agreement: November 23,2010_
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]
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
Laer Pearce and Associates
5. Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
6. Place of Business, Telephone and Fa." Number of Consultant:
22892 Mill Creek Drive
Laguna Hills, CA 92653
949-599-1212 - phone
949-599-1213 - fax
7. General Duties:
.
Laer Pearce will assist the City in developing and implementing a meaningful and effective
public outreach and participation process related to the planning of the University Park and
Research Center (UPRC) project.
Page 18
Agreement between City ofChula Vista and Laer Pearce and Associates
20-57
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
STRATEGIC OVERVIEW
The goal in this phase is to emerge with a visionary, but workable, concept for the UPRC that
has consensus support from a diverse set of stakeholders representing the Chula Vista
community and regional interests. The focus of outreach will be on arriving at consensus at a
program level for the site (i.e. endorsement of a joint use facility with broad and flexible
recommendations for land use, phasing and funding), using the recently completed empirical
analyses as the guiding logic. The completed "product" of this phase will be a Strategic
Planning Policy that will guide future UPRC land-use policymaking decisions by the Chula Vista
City Council and other relevant governing bodies. It will also serve as the baseline vision to
attract potential university and research partners. The following outlines the methods we will
use to arrive at this outcome.
TACTICAL PROGRA,\1
I. Ascertainments (2 months):
The purpose of ascertainments is to glean insights and guidance on the planning process,
not on the UPRC vision itself. A well-executed ascertainment will allow us to proceed
with developing the overarching program design and of the UPRC messages with the
benefit of a comprehensive understanding of community leaders' perceptions of the
UPRC. Therefore, the beginning of the initial phase focuses on ascertainment and
opinion gathering.
The ascertainment would involve focused, one-an-one, in depth interviews with
members of the City Council and selected community leaders and others with expertise
relevant to the project. The combination of having an outside party (SGI and LP&A)
conducting the ascertainment and a promise of anonymity will ensure that accurate and
actionable information will be obtained
II. Working Groups (5-10 members per Working Group, 4 meeting per group, 8 month
timefrarne, beginning after Ascertainment Phase is complete):
One of our key objectives in this first phase is to broaden the base of stakeholders
involved in the public engagement process, while maintaining strict control on the
direction and duration of the process. Too often, this is attempted by corralling diverse
interests into a monolithic "advisory" body that leads to a protracted series of unfocused
meetings that can yiel1 incompatible ideas and unworkable plans.
We propose the opposite. We believe that formulating several, smaller Working Groups
of individuals representing common, if not like-minded, interests from a cross-section of
our key stakeholders will diversify and expand the base of stakeholders, while allowing
us to gain consensus on a viable plan efficiently and without significant controversy.
Page 19
Agreement between City ofChu/a Vista and Laer Pearce and Associates
. 20-58
We also have found that the Working Group method is very effective in ensuring that
meetings are task -oriented, focused and that everyone is heard, and no one person or
point-of-view takes over any given meeting. We are proposing that each Working Group
be comprised of five to ten individuals. In rare exceptions, a Working Group may grow
to more than ten, but we suggest 20 as a maximum. Members of the public will be
invited to attend all working group meetings and will be given the opportunity to provide
comment.
While the specific individuals will be determined with the benefit of staff input and the
ascertainments, seven Working Group categories have emerged from our initial planning
process (in no particular order of importance):
a. Land UselEntitlement
b. Business/Finance/Governance
c. EducationIVVorkforce Development
d Partnerships/Recruiting
e. Philanthropic/Fundraising
f. Integration Group - The chairs of each of the other groups, to review progress
and seek consensus when necessary
I1(b) Working Group Meeting Sequence
The objective of these meetings is to emerge with a consensus on a broad, workable
Strategic Planning Policy that may then be used to formulate future land use policies for
the UPRC. Our initial thought is that we hold a series oHour task-oriented meetings with
each of the six Working Groups (for a total of24 meetings). The Integration Working
Group will be more adaptive and will not necessarily follow this sequence.
It is important to have flexibility with the Working Groups, so this sequence anticipates
potential variables encountered during the engagement process that may alter the
sequence.
A1eetinf!. One - Education. Re-orientation. Constraints and Oooortunities
The initial meeting would be used to introduce the team working on the outreach, educate
the Working Groups as to where the UPRC project currently stands and what the City has
been doing over the last few years. We would also defme the Opportunities and
Constraints that have been analyzed over the last few years, with an emphasis on the
logic behind the Joint Use scenario. In other words, we set the parameters of all future
discussions at the outset. We would also clearly discuss the role of the Working Group,
the process envisioned, the anticipated work product, and what we do and do not expect
of the group going forward. The last portion of the meeting would be reserved for
questions and answers... (May include site tour)
Aifeetinf!. Two - Visioninf!. Exercise
The second meeting would begin with answeting any questions raised in the initial
meeting that required research or additional thought (this is done to help build rapport
Page 20
Agreement between City ofChula Vista and Laer Pearce and Associates
20-59
and mutual respect and demonstrate that we are "hearing" the individual members of the
Working Group). The meeting would then concentrate on presentation and discussion of
the various educational demand and fmancing models (e.g. College of Canyons, NC
State). The discussion would be broken down into two parts: institutional and financial
models. Participants would be given illustrations and information about each and asked
to prioritize each model. Ideally, exerts (e.g. Eastridge) would be on hand to answer
questions and provide expert insights. This would be followed by a detailed discussion
of the feasibility of the Joint Use Model for UPRC. The last portion of the meeting
would be reserved for questions and answers.
Meetin<< Three - Conflrmation and Plannin<< Details
The third meeting would begin with answering any questions raised in the preceding
meetings that required research or additional thought. The next step is to review the
outcomes of the previous meeting, allowing participants to confirm or refme their
feedback. The next portion of the meeting would be discussions on specific policies that
the City could adopt in support of the Joint Use option for development of the UPRC. .
The last portion of the meeting would be reserved for questions and answers.
Meetinz Four - Presentation of Draft Strate0c Plannin<< Policy
The fourth and fmal meeting would again begin with answering any questions raised in
the preceding meetings, and then present the draft Strategic Planning Policy, which
incorporates the feedback of all Working Groups. Each Working Group would then be
asked to endorse - or support - the draft plan.
III. Inter-Governmental Relations & Communications
In recognition that the UPRC is a regional asset, a regional governmental relations
effort is proposed to present the final approved Strategic Plan to relevant government
agencies. Where appropriate, we will request formal support via resolutions or other
mechanisms. The aim is to solidify a regional consensus around the Strategic Planning
Policy before moving into the land planning phase.
Communications at this phase will build credibility for the recently completed studies,
the outreach process and the new reality for the UPRC. This will help us maintain focus
on the phase goal, which is to emerge with a visionary but workable Strategic Plan. We
will communicate the process and results through cost-effective mediums, as presented
below:
Key message development
A set of project key messages will be developed to guide all communications during this
phase, based on the market studies, ascertainment, project background and results of the
ongoing public engagement process.
Development of a project website
Likely to mirror the city's current site, this web page will serve as the clearinghouse of
project-related information. It will emphasize transparency and will house workgroup.
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Agreement between City ofChula Vista and Laer Pearce and Associates
20-60
meeting information, including agendas and minutes. At this phase of the outreach effort,
it will be focused on process and will address project history, study findings, outreach
progress and general information.
Media relations
At this stage in the process, it is important that media relations efforts emphasize the
validation of the studies, while downplaying specific options, like a Cal State or UC
option. We propose meeting with key press at the onset of the process to walk them
through the USD Needs Analysis, other study data and the upcoming outreach process.
The intent is to make the public aware of the corning outreach process, build transparency
and control expectations at this early stage.
Additional Opportunities
We will also explore additional opportunities with staff to supplement the community
outreach program. For example, hosting presentations at local high schools to gain their
insights on what they look for in a university would not only provide for good
community relations opportunities, but would also gain valuable market-based insights
on university strengths and weaknesses from today's college-aged demographic.
Anticipated Communications Materials
. Theme and messaging
. Presentations and materials for 'vVorking Group meetings
. Maps and background materials
. Fact sheets
. Report-backs (following completion of each full set of 'vVorking Group
meetings)
. Press materials
. Database management
. Working Group participant keepsake
. Other materials as deemed valuable
IV. Evaluation and Future Phases
Evaluation
'vVe fully anticipate keeping the Council abreast of the public participation process. This
will entail Council presentations at the completion of each 'vVorking Group series. These
update presentations may be given by the Consultant or staff, based on direction.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Dates or Time Limits for Delivery of Deliver abIes:
Page 22
Aureement between City ofChula Vista and Lavo Pearce and Associates
o 20-61
Deliverable No.1:
Deliverable No.2:
Deliverable No.3:
Deliverable No.4:
D. Date for completion of all Consultant services:
9. Materials Required to be Supplied by City to Consultant:
N/A
10. Compensation:
A. ( ) Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a phased fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
Phased Fixed Fee Amount: $142,403 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. (X)Phased Fixed Fee Arrangement.
.,
For the performance of each phase or portion of the Defmed 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
Page 23
Agreement benveen City ofChula Vista and Laer Pearce and Associates
20-62
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.
Kickoff Meeting w/City Staff (2 hrl
President
Vice President
6.5 hrs
6.5 hrs
$1,852.50
$1,495.00
Research. StratelN Development. StratelN Meeting with City
President 15.0 hrs
Vice President 10.0 hrs
Associate 6.0 hrs
$4,275.00
$2,300.00
$750.00
Ascertainments & Preparation
President
Vice President
Associate
50.0 hrs
20.0 hrs
10.0 hrs
$14,250.00
$4,600.00
$1,250.00
Phase 2
Working Group Meetings
President
Vice President
Associate
95.0 hrs
95.0 hrs
20.0 hrs
$27,075.00
$21,850.00
$3,700.00
Proiect Coordination & Administration
President
Vice President
80.0 hrs
50.0 hrs
$22,800.00
$11,500.00
Phase 3
Government Relations
President
Vice President
Associate
45.0 hrs
45.0 hrs
20.0 hrs
$12,825.00
$10,350.00
$2,500.00
Messaging / Drafting. approvals. revising and re-approving as necessarv through proiect
President 10.0 hrs $2,850.00
Vice President 20.0 hrs $4,600.00
Associate 5.0 hrs $625.00
Website/Write content for 5-page (with sub-pagel. coordinate design and approvals;
update through proiect
President
Vice President
Associate
10.0
20.0
20.0
hrs
hrs
hrs
$2,850.00
$4,600.00
$2,500.00
Page 24
Agreement between City ofChula Vista and Laer Pearce and Associates
20-63
Press Materials / Back~rounder, Workin~ Groua fact sheet, 16 news releases over proiect
timeline
President
Vice President
Associate
Databasin~ and Response Letters / Buildin~ and maintainin~ VIP, Workin~ Group. Media and
Public databases; respondin~ to public inQuiries
President
Vice President
Associate
Workin~ Group Documents/Create & assemble needed before meetin~s: distributed
needed documents after meetin~s
President
Vice President
Associate
12.0
3.0
12.0
hrs
hrs
hrs
Fact Sheets / One overall fact sheet with two updates: Publisher format
President 3.0 hrs
Vice President 6.0 hrs
Associate 12.0 hrs
9.0
17.0
17.0
hrs
hrs
hrs
1.0
4.0
40.0
hr
hrs
hrs
$3,420.00
$690.00
$1,500.00
$855.00
$1,380.00
$1,500.00
$2,565.00
$3,910.00
$2,125.00
$285.00
$920.00
$5,000.00
Media Relations / 1-1 back~round w/3 reporters at 3 points in timeline: follow-up on news
releases:
President
Vice President
Associate
20.0 hrs
10.0 hr;
20.0 hrs
Ascertainment Report Preparation
President
Vice President
Associate
8.0 hrs
5.0 hrs
10.0 hrs
$5,700.00
$2,300.00
$2,500.00
$2,280.00
$1,150.00
$1,250.00
(X) 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 pa'id. 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
Agreement between City ofChula Vista and Laer Pearce and Associates
20-64
Page 25
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. ( ) 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) ( ) Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Ma.ximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defmed Services herein required of Consultant for $
including all Materials, and other "reimbursables" ("Maximum Compensation").
(2) ( ) Limitation without Further Authorization on Time and Materials Arrangement
At such time as Consultant shall have incurred time and materials equal to
$ ("Authorization Limit"), Consultant shall not be entitled
to any additional compensation without further authorization issued in writing and
approved by the City. Nothing herein shall preclude Consultant .from providing additional
Services at Consultant's own cost and expense. See Exhibit B for wage rates.
( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
II. 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 $
Cost or Rate
$
$
$
$
Page 26
Agreement between City ofChula Vista and Laer Pearce and Associates
20-65
() Postage, not to exceed $
() Delivery, not to exceed $
() Outside Services:
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
$
$
$
$
$
$
12. Contract Administrators:
City: Craig Ruiz
276 Fourth Avenue
Chula Vista, CA 91910
Consultant: Laer Pearce
22892 Mill Creek Drive
Laguna Hills, CA 92653
13. Liquidated Damages Rate:
( ) $
( ) Other:
per day.
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code (Chula Vista Municipal Code chapter 2.02):
(X)Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No. 1. Investments, sources of income and business interests.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, business posItIOns, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
( ) Category No.4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of
real property. .
( ) Category No.5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
Vista or the City's Redevelopment Agency to provide services, supplies, materials,
machinery or equipment.
Page 27
Agreement between City ofChula Vista and Laer Pearce and Associates
20-66
( ) Category No.6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
( ) List "Consultant Associates" interests in real property ",ithin 2 radial miles of Project
Property, if any:
15. ( ) Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
N/A
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
(X) End of the Month
( ) Other:
C. City's Account Number: 12710-6301
18. Security for Perfonilance
( ) 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 28
Agreement between City ofChula Vista and Laer Pearce and Associates
20-67
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:
Page 29
Agreement between City of Chula Vista and Laer Pearce and Associates
20-68
Qualifications - City of Chula Vista
Public Outreach &: Participation
July 28, 2010
Page 14
ATTACHMENT 3
Key Personnel- Sapetto Group, Ine.
SAPETTO GROUP, INC. is a full service government and community telations firm
specializing in achieving the highest and best land use for the real estate holdings of our clients.
Sapetto GtOUP, Inc. is the tecognized leadet in providing sttategic consulting for real estate
entitlement assessment, developing and implementing successful ane! expedient government
and community telations strategies, public advocacy and conflict tesolution. \Vith ovet seventy-
five (75) years of collective expetience in government and corporate settings, the Sapetto Group,
Inc. team knows how to get results through a delibetative process of identifying problems,
conceptualizing solutions, resolving government and community issues and eAlxditing the
entitlement process. The results of our efforts have substantially increased the value of the real
estate investments of our clients.
A Full Senice Company to l'vlece Our Clients' Needs
. Community Outreach: 'vVe successfully implement the mutual gains approach as described
by the NlIT/Harvard Program on Negotiation vvith environmental groups, homeowners,
residents and the business community.
. Government Relations Services: Includes liaison to government officials and managing
project applications for General Plan Amendments, Zoning Changes, Environmental Impact
Reports, Tentative Maps, Master Plans, Conditional Use Permits, and other discretionary
reviews in multiple jurisdictions.
. Policy Issue Management: That wrnch affects all aspects of land use planning, such as
affordable housing, air quality, economic, fiscal issues, etc.
. Project Presentations: Preparation of PowerPoint presentations for public hearings and
community meetings. Presentations typically include, but are not limited to, project
overview, site photos, architectural renderings, key points, and community issue slides.
. Strategic Communications Planning and Implementation: Includes message
development, targeting audiences, media relations, grassroots organizing, collateral
materials development, community outreach, and advertising.
"
Your Sapetto Group, Ine. team would consist of:
. Pamela Sapetto, CEO / President: lead clientcontact, strategy crnef, qualiry control.
. Eric Rubery, Vice President / Principal: co-lead client contact, team leader (managing
tasks, deadlines and budgets), copywriting, editing.
. Andrea Maloney, Senior Associate: project assistance, coordination with City Staff,
data documentation, writing
20-69
Qualifications - City of Chula Vista
Public Outreach &: Participation
July 28, 2010
Page 15
PAMELA SAPETTO
CEO / PresjJent
(949) 252-0841
psapetto@sapettogroup.com
Pamela Sapetto has been a leauer in government and community relations in California for nearly 30
years and founded Sapeno Group, Inc. in 1989 to assist the real estate industry with their entitlement
needs. Ms. Sapetto has been responsible for the approval of approximately 60 million square feet of
commercial, industrial and retail development and approximately 45,000 residential units. As the
firm's President, she has successfully managed important public policy, community and government
issues for her clients. Ms Sapetto is currently managing and has managed a variety of significant
entitlement projects for Tustin legacy Parmers, the master developer of the Tustin Base, Kilroy Realty
Corporation, The Hines Company, Maguire Properties, lambert Ranch, K.B. Home, Standard Pacific,
Centex, lennar and lNR, Trammel Crow Residential, Boeing Real Estate Company, Avalon Bay,
Sares-Regis, legacy, Essex, BRE and Lincoln Property" Archstone-Smith, The Koll Company, and The
Irvine Company and its subsidiaries Irvine Investment Property Groups and Irvine Apartment
Communities.
From 1985 to 1989, as an executive for The Irvine Company, Ms. Sapetto was responsible for corporate
strategy, policy implementation and liaison to the local government and community. In her role at The
Irvine Company, she successfully led project teams in obtaining government approvals and community
consensus for major commercial, industrial, retail and residential development.
From 1984 to 1985, Ms. Sapeno was manager of the Regional Transportation Fund at the Southern
California Association of Governments, supervising a department responsible for allocation of all
transportation dollars coming into the five-county Southern California region and served as regional
liaison to the California Transportation Commission.
From 1978 to 1984, Ms. Sapeno was Planning Director for the City of Hermosa Beach, supervising the
department responsible for all land use planning and approvals for the City, as well as management of
the trash franchise. She was a key liaison to the Planning Commission and City Council.
Ms. Sapetto's civic and community involvement has also proven to be an asset for her clients. She is a
member of the Southern California National Association of Industrial and Office Properties and its
Political Action Committee, a member of Orange County Business Council, Urban land Institute,
American Planning Association and Building Industry Association of Southern California, the Irvine
Chamber of Commerce and the Greater Santa Ana Business Alliance. She currently serves in the Board
of the Girl Scout Council of Orange County and the OraIlge Park Acres 'vVomen's league. From 1998
to 2004, Ms. Sapeno served as a Board Member for the Southern California National Association of
Industrial anel Office Properties and on and Ballet Pacifica's Board of Directors from 2003 to 2007.
Pamela Sapetto graduated with a B.A. from American University in Washington, ne. and completed
significant coursework towards a Master's in Public Administration from Use. Ms. Sapetto has also
successfully completed the MIT!HAR V ARD program for developing community consensus.
20-70
Qualifications - City of Chula Vista
Public Outreach & Participation
July 28, 2010
Page 16
ERIC RUBER Y
Vice President / Principal
(949) 252-0841
erubery@sapettogroup.com
Eric Rubery is an Urban Planning Professional with nearly 20 years specialized experience providing
value added planning services and solutions to the governmental and private sectors. Mr. Rubery is
knowledgeable in zoning and development standards, general plans, and specific plans and excels at
forging exceptional relationships wirh local authorities. civic leaders, general public, and all public
agency departments. Mr. Rubery fosters open communication in a collaborative problem. solving
environment. Since rejoining Sapetto Group, Inc., in October 2007 as the firm's Vice President, Mr.
Rubery has the responsibility for day-to-day supervision and management of the firm's stafi. He has
continued his successful management of important governmental and community issues for the firm's
clients.
From 2006 to 2007, Mr. Rubery was with FORMA, Inc. a planning and design firm located in Costa
Mesa, California. His duties as Director included preparation of Specific Plan documents for projects in
Sinli Valley, Apple Valley and Laguna Beach, California, marketing of the firm to public agencies and
design review for the City of San Marcos.
From 2002 to 2006, Mt. Rubery was with Sapeno Group, Inc. as a Senior Associate. During his initial
tenure with Sapeno Group, Inc., Mt. Rubery successfully represented numerous clients in gaining land
use entitlement approvals throughout southern California.
From 1996 to 2002, Mr. Rubery was with Civic Solutions, Inc., and was responsible for the firm's
contract ,vith the City of Irvine for provision of municipal planning services. In his role he successfully
supervised and managed a staff of professional land use and environmental planners while also providing
expenise to private landowners during all phases of development, including initial site layout and
design.
From 1995 to 1996, Mt. Rubery was an Assistant Project Manager at LSA Associates. During his tenure
at LSA, Mt. Rubery completed land use analysis for numerous California cities to allow these cities
successfully defend their Zoning Ordinances and Municipal Codes from legal challenges by adult
business operators.
From 1990 to 1995, Mr. Rubery worked as a planner with the City of Irvine. He played a central role on
the project team that prepared a progressive, vehicle trip-based Zoning Ordinance and Environmental
Impact Report for the rezoning on the Irvine Business Complex. This project won the American
Planning Association's "1993 Planning Implementation Awarcl-Iarge Jurisdiction" as the top recipient
in the County of Orange and the State of California. .
Mr. Rubery is a member of the National Association of Industrial and Office Properties and serves on its
Government Affairs Committee, Urban Land Institute, Orange County Business Council, Building
Industry Association, Irvine Chamber of Commerce and American Planning Association.
Eric Rubery holds a B.A. in Social Ecology from the University of California, Irvine.
20-71
Qualifications - City of Chub Vista
Public Outreach &: Participation
July 28, 2010
Pagel?
ANDRE<\ MALONEY
Senior Associate
(949) 252-0841
amaloney@sapettogroup.com
Andrea Maloney has worked in the engineering and planning fielcls for over 24 years. Ms. Maloney
joined the Sapetto Group, Inc. team in 1996 and has served as Senior Associate. During her tenure,
she has been directly responsible for a variety of small and large scale entitlement projects,
including Master Plans, Conditional Use Permits, Park Plans, Affordable Housing Plans, Zone
Changes and General Plan Amendments for commercial, industrial and residential projects. Many
of these projects required extensive community outreach as well as public hearings. Ms. Maloney
has a specialty in project management for development projects.
From 1983 until 1996, Ms. Maloney held positions of increasing responsibility, ultimately as Vice-
President of Planning for RBF, a 400-person Civil Engineering/Planning firm in Irvine, California.
Her responsibilities included project management for numerous residential subdhisions in
Southern California, and involved feasibility analysis, due diligence, plan development, entitlement
processing and supervision of infrastructure plan preparation. These projects required cornni.unity
outreach and public hearings with the cities of San Clemente, San Diego, Chino Hills and Laguna
Niguel as well as the counties of Orange, San Bernardino, Riverside and Los Angeles.
In regards to non-residential projects, Ms. Maloney served as project manager for the planning and
initial design phase (including the Environmental Impact Report) of the A venida Vista Hermosa
Interchange at Interstate 5, which involved coordination of private developers, the California
Department of Transportation and the city of San Clemente. Ms. Maloney also developed a grass-
roots citizens lobbying committee in conjunctions with the Orange County Business Council
(formerly the Industrial League of Orange County) to promote appropriation funding at the federal
and state level for the County of Orange Santa Ana River Flood Control Channel. This effort was
initiated in 1989 and consmlCtion of the flood control improvements was completed in 2000.
Ms. Maloney is a member of the National Association of Industrial and Office Properties, the
Building Industry Association of Southern California, the Irvine Chamber of Commerce and the
American Planning Association.
Andrea Maloney holds a BA in History from the University of San Diego and has completed
coursework for a Master's in Urban and Regional Planning from George Washington University.
,
20-72
Qualilications - City of Chula Vista
Public Outreach &: Participation
July 28, 2010
Page 18
Laer Pearce &: Associates has been in business for more than 28 years, specializing in public
affairs for public agencies, water districts and land developers. Our lirniteu focus has led to an
advanced, well-honed ability to communicate complex and nuanced issues to audiences that are
not familiar with them, and allows us to provide an unparalleled level of expert service to our
clients. 'vVe also understand the Brown Act and a public agency's responsibility as stewards of
public funds, so we take extra care to see that our projects are fiscally conservative and assist in
a meaningful, two-way dialog between citizens and their elected representatives.
LP&:A proposes staffing the UPRC account with a highly skilled team that is well versed in the
tactics and messages of land-use planning and public engagement strategies. Collectively, we've
successfully managed all aspects of land-use planning community outreach, working with land
developers, water districts, their planning teams and governing municipalities to engage local
residents in the planning process and keep them informed as engineers transform their feedback
into tangible plans.
The broad range of our team's experience levels allows us delegate tasks in a cost-effective
manner, while still ensuring senior leadership involvement at every step along the way.
Company President Laer Pearce, who has more than 30 years of strategic communications
experience, serves as lead strategist and quality control chief on all accounts and is highly
involved in their day-to-day operations ~ a rare commodity in today's world.
Your LP&:A team would consist of:
. Laer Pearce, APR, President: lead client contact, strategy chief, creative director,
quality controL
. Steve Greyshock, Senior Associate: co-lead client contact, team leader (managing tasks,
deadlines and budgets), copywtiting, editing.
. Lauren Pearce - project assistant, databasing, copywriting
...
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Qualifications - City of Chula Vista
Public Outreach CSt Participation
July 28, 2010
Page 19
LAER PEARCE, APR
PresMent
(949) 599-1212 x202
laer@laer.com
Laer Pearce has been a public relations professional since 1976, and founded Laer Pearce CSt
Associates in 1982. He is a past president of the Orange County chapter of the Public Relations
Society of America and the 1989 recipient of its Distinguished Service Award for "Outstanding
contributions to the public relations profession and the community." He has received 46 awards
for his public relations projects and campaigns.
Laer is active in client service and account management, serving as account leader and providing
strategic counsel on all of the agency's accounts. His expertise in public affairs and community
relations is recognized by many industry and professional associations and universities, who
frequently call on him as a speaker.
In the area of public communications, Laer has served as the chief strategist, creative director
and quality control czar for all of the programs listed in the experience portion of this proposal.
His long experience ,vith community and media relations has led to his development of a
proprietary curriculum for media training, development and use of key messages, and preparing
for interviews and potentially hostile hearings. He has used these materials to provide training
to the Orange County Board of Supervisors, the heads of numerous County of Orange
departments and their public information officers, and to numerous private-sector executives.
Some additional career highlights that may be of interest to the City of Chula Vista include:
. J ohn Wayne Airport (annualreports,
collateral) · Santa Margarita vVater District
. City of Burbank (communication (overcoming an attempted hostile
strategy for airport litigation) takeover of public agency)
. County of Orange (communications . Children CSt Families Commission of
strategy for bankruptcy restrucmring) Orange County (branding, collateral)
. City of Mission Viejo (city . Cal Optima (survey and ascertainment
incorporation, branding "Shop of county officials, medical providers
Mission" program) and patients)
He is past president of the Orange County Forum, one of California's premier public issues
forums. He serves on the an Executive Board of the Building Industry Association of Orange
County, is Vice President/Public Affairs of the Building Industry Association of Southern
California, and serves on the public affairs committee of the California Building Industry
Association. He attends the communications and government relations committees of the
Association of California Water Agencies, and is a member of the Orange County Business
Council and the Orange County Public Affairs Association.
STEVEN M. GREYS HOCK
(949) 599-1212 ext. 204
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Qualifications - City of Chula Vista
Public Outreach &: Participation
July 28, 2010
Page 20
Senior Associate
Steve@Laer.com
Steve Greyshock is a senior associate at Laer Pearce &: Associates and provides strategic
leadership for many of the agency's clients, including DMB Associates, South Orange County
Wastewater Authority, Santa Margarita \Vater District, Tejon Mountain Village and the Tejon
Ranch Company. His primary responsibility is to develop and oversee the implementation of
community outreach, public relations and media relations strategies.
He has a knack for developing successful communications strategies and placing high-profile
media stories in prestigious publications, including the Wall Street JDurnal, Forbes, Fortune,
BusinessWeek, the Associated Press as well as dozens of local and trade publications like The
Orange County Register, San Francisco ChrDnicle, Builder Magaz.ine and Institutional Investor.
Some additional career highlights that may be of interest to the City of Irvine include:
. Tehachapi Uplands MSHCP (outreach strategy, collateral and Web development)
. Santa Margarita vVater District (supporting CEQA review of a new 266-million gallon
reservoir)
. Cucamonga Valley Water District (collateral development, annual report)
. Redwood City Saltworks (community workshops and collateral for a large
transit-oriented development)
. SunCal Companies (collateral and web development)
. Servite &: Rosary High Schools (workshops and collateral for new high school
proposal)
Steve serves on the Board of Directors for the Orange County Chapter of the Public
Relations Society of America, and is the founding chair of its Advocacy Committee. He is
also a member of the Orange County Public Affairs Association and the California Building
Industry Association. Steve is a graduate student at The George \Vashington University School
of Political Management.
,
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Qualifications - City of Chula Vista
Public Outreach &: Participation
July 28, 2010
Page 21
LAUREN PEARCE
Associate
(949) 5991212 ext. 207
Lauren.Pearce@Laer.com
As an associate, Lauren Pearce provides support to a number of Laer Pearce &: Associates
accounts. She has helped influence public opinion for private and municipal clients through
direct community relations; researching political, local and regional issues; pitching local media,
and managing extensive database systems on behalf of clients. Lauren has also spoken before
state regulatory bodies, including the California Coastal Conunission, on behalf of controversial
subjects. She is active in two not-for-profits: Trails4All, which supports trails development in
Orange Counry, and Driving Concepts, which teaches defensive and safe driving techniques for
teens.
..
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