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HomeMy WebLinkAboutReso 1988-13881 RESOLUTION NO. 13881 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENTS WITH GEORGE T. SIMPSON, WILLDAN ASSOCIATES, BROWN AND DIVEN, AND KADIE-JENSEN AND JOHNSON FOR CONSULTING SERVICES ASSOCIATED WITH THE WIDENING OF OTAY LAKES ROAD UNDER THE "MUNICIPAL IMPROVEMENT ACT OF 1913" OR THE "COMMUNITY FACILITIES ACT OF 1982" AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENTS The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that those certain agreements with George T. Simpson, Willdan Associates, Brown and Diven, and Kadie-Jensen and Johnson for consulting services associated with the widening of Otay Lakes Road under the "Municipal Improvement Act of 1913" or the Community Facilities Act of 1982", copies of which are attached hereto and incorporated herein, the same as though fully set forth herein be, and the same are hereby approved.~ BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreements for and on behalf of the City of Chula Vista. Presented by Approved as to form by 5009a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF C. ,_A VISTA, CALIFORNIA, this 6th day of. December 19 88 , by the following vote, to-wit: AYES: Councilraembers Halcalm, Floore, NcCandl~ss NAYES: Councilmembers None ABSTAIN: Councilmembers None ABSENT: Councilmembers Cox, Nader Mayor {~f ~ City of Cl~ula Vista ATTEST city S Z OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chulo Vista, California, DO HEREBY CERTIFY thot the above and foregoing is o full, true ond correct copy of RESOLUTION N0. 3.3881 ,and that the some has not been amended or repealed DATED . ~,' ~-~ ~. _ _ ~;:~.~ ~.i-;.~ City Clerk CC-660 .t AGREEMENT FOR SERVICES THIS AGREEMENT, entered Into this 6th day of December , 1988, by and between THE CITY OF CHULA VIS~munlclpal corporation (herelnafter referred to as "CIty"), and WILLDAN ASSOCIATES (herelnafter referred to as "Engineer" ). WlTNESSETH: WHEREAS, the City is considering the financing of certain public Im- provements, together with appurtenances and appurtenant work, In a pro- posed development project designated as the OTAY LAKES ROAD ASSESS- MENT DISTRICT (heroinafter referred to as the "Project"), with financing proceedings to be conducted pursuant to one or more of the provisions for such financing by the Streets and Highways Code of the State of California, WHEREAS, City Is desirous of retaining Engineer for assessment engi- neering and related services and to perform the a..sessment engineering functions, and WHEREAS, Engineer Is experlenced and familiar with all aspects of assessment engineering, and Is trained and staffed for munlclpal consulting, and Is willing and capable of performing functions related to'said Assessment DIstrict. that are not performed by City. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows: SCOPE OF SERVICES SECTION 1 Under the direction and general policy guidance of the Director o~' Public Works and/or City Engineer or his designated representative, Engineer shall perform the following ser'~lces: A. PRELIMINARY ANALYSIS AND GENERAL TASKS The objective of the prellmlnary analysis Is to obtain basic data on land use, facilities, and costs, determine preliminary boundary for district, and prepare necessary documents for Inclusion In the Acqulsltlon Agree- ment between the City and developer. The specific Scope of Work which will accomplish the Intent and purpose will con.~lst of the following: 1. Collect available land use Information, tentative maps, conditions of approval, various public facilities studies, preliminary or final engineering plans, and cost estlmatee for the sub}oct property, as well as similar available Information for surrounding properties that may be effected or Included. 2. Provide a description of each Improvement to be Included In the district. Descriptions are to b~ based on preliminary or final englneerlng plans provided by the developer and shall be of suffi- cient detail to allow preliminary cost estimates to be performed. 3. In conjunction with the design engineer, analyze construction cost estimates for each proposed facility. 4. Develop estimates of Incidental costs associated with district. 5. Prepare a preliminary boundary map Identifying proposed facllltles, as well as benefittlng propertles. 6. Develop a prellmlnary spread methodology or allocation of costs to each property on the basis of benefit received by that property for the proposed Improvement. 7. Provide a preliminary assessment for each parcel or similar group of pa rce I s. 8. Meet with property owners, design engineers, other consultants and City staff throughout the conduct of the preliminary phase and present reports to the City staff and the developer. 9. Compile necessary Information Including descrlptlons of work, cost ~stlmates, and Incidental cost estimates to be Included as attach- ments to the Acqulsltlon Agreement between the City and the devel- oper. 10. Provide all prellmlnary Information to Flnanclal Consultant for the purpose of preparing a preliminary lien ratio analysis. B. ASSESSMENT ENGINEERING The following Scope of Work assumes that a 191311915 Assessment DIs- trict will be utilized to fund the Improvem~tts under consideration. 1. In cons, ultatlon with City staff, property owners, and other consul- tants determine final boundary for the proposed assessment district. 2. In consultation wlth CIty staff, property owners, and other consul- tants, determine the improvements to be Installed by the assessment process. 3. Provide legal descriptions for each parcel within the boundaries of the proposed Assessment District consistent with the Assessment District Acts to be used. Obtain the proper addresses of owners and prepare malllng list for required mailings. The mailing list shall be alphabetical and cross- indexed to Assessor's parcel numbers whlch shall list parcels sequentlally, 5. Prepare an Assessment District boundary map. 6. Verify the final Improvement quantities and assoclated costs, Includ- Ing Incidental expenses, whlch will be the sub]oct of acquisition and provide a certification to the City. 7. Determine the assessment methodology to be used in accordance with the applicable provisions of state law. 8. Apportion the costs Of the facilltles In the form of special assess- ments to be levied upon the parcels of land within the DIstrict using the assessment methodology determined above. 9. Meet and consult with the property owners, as necessary, during the assessment spread process to ensure that those persons have a clear understanding of the method of assessment spread prior to public hearing. 10. Prepare a preliminary Engineerrs Report to Include assessments upon and against the parcels In the District for the total amount of estimated costs and expenses of such work In proportlon to the estimated benefits to be received for each of the parcels within the DIstrict. 11. Prepare the assessment dlagram, assessment roll warrants and notices for malllngs. 12. Prepare the notices of public hearing. 13. Contract for printing of the Improvement notices and post the improvement notices throughout the DIstrict as required by law. Answer property owners questions before, during and after the public hearing. 15. Attend all public hearings required by law for establishment of the assessment district. 16. Upon completion of the publlc hearings on the assessment spread make sbch revisions to the spread as are ordered by the City Council. 17. Based on City Council direction, prepare and publish notice of the final Englneer~s Report and assist in filing and recording of the Englneer~s Report as required by the Assessment DIstrict Proceed- Ings Law. l&~ Upon c~n~mtlon. of assessments.. prepare an~ mall notl~ Qf a~ C. SUPPLEMENTAL SERVICES Upon request, Engineer shall provide supplemental services where such other services are necessary to Implement or complete the assessment district. Such services may Include, but would not be limited to the fol Iowl ng: I. Order bonds and prlnt legal descriptions thereon. 2. Modify the assessment diagram and reapportion the costs after preparation of the Final Englneer~s Report by reason of subsequent subdivision of parcels. SCHEDULE OF WORK SECTION 2 The amount of time estimated to complete the actions and tasks Is about twenty-four (2q) months. The general services provided under thls Agree- ment shall be continuing until completion of the project or termlnatlon of this Agreement. FEE FOR SERVICES SECTION 3 Engineer shall be paid a fixed fee of $55,000 for completion of tasks described Ir~ parts A and B of Section 1. This fee shall be paid monthly based on the percent completed for each task. The total fee shall be proportional by task as follows: Task Item of Work Fee A-1 S 2 Gather background data $ 2,500 A-3 (. 4 Gather prellmlnary cost data 2,500 A-5 Prepare preliminary Boundary Mr.,p 2,000 A-6 S 7 Develop preliminary method of spr~e~ 5,500 A-8 Meet with staff and property owners 1,500 · (assume 3 meetings) A-9 Prepare attachments to Acquisition 2,500 Agreement B-1, 5 S 11 Prepare Boundary M. ap and Assessment 3,000 Diagram B-2 s 6 Determine improvements and costs 3,000 B-3 F, q Provide legal description and owners 6,000 information E~-7 S 8 Determine spread method and apportion 10,000 costs B-tO Prepare preliminary Englneer's Report 5,000 B-12 S 13 Prepare and distribute hearing notices rot,000 B-g, 14 t, 15 Attend meetings 2,500 B-16, 17 & 18 Prepare final Englneer's Report and 5,000 Assessment Notices Fees for all supplementary services as described In Section 1-C shall be negotiated and agreed to by both parties through separate written agreements prior to the commencement of any such supplementary work. SERVICES BY CITY SECTION 4 City agrees to furnlsh to Englneer, In a tlmely manner, such maps, records and other documents and proceedlngs, or certified copies th~'reof, as are aveliable and may be reasonably requlred by Engineer In the performance of these services. INTEREST OF ENGINEER SECTION 5 Engineer presently has and shall acqulre no Interest Whatsoever Ip the Rancho del Rey Project, the subject matter of this Agreement, direct or In- direct, which would constitute a conflict of Interest or give the appearance of such conflict. No person having any such conflict of Interest shall be employed or retained by Engineer under this Agreement. Engineer specific- ally certifies that neither Engineer nor any other person employed or retained by Engineer Is employed by the Rancho del Rey Partnership. Englneer spec- Ifically certifies, In addltlon, that no promise of future employment or other conslderatlon of any kind has been made to Engineer or any employee, agent, or representative of Englneer, by the Applicant, any employee, agent or representative of the Applicant, regardlng the subject matter of thls Ag:'ee- ment, or any future project In whlch Applicant has an Interest. Engineer may not conduct buslness for thlrd parties which may be In conflict with Englneer's responsibilities under thls contract. Englneer may not solicit any business during the term of thls contract which conflict with his or her responsibilities under the contract. TERMINATION OF AGREEMENT FOR CAUSE SECTION 6 If, through any cause, Engineer shall fall to fulfill In a timely and proper manner his obligations under this Agreement, or if Engineer shall violate any of the covenants, agreements, or stlpulatlons of the Agreement, CIty shall have the rlght to terminate thls Agreement by giving written notice to Engi- neer 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 Engineer shall, at the option of CIty, become the property of CIty and Engineer shall be entltled to receive just and equitable compensatlon for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termina- tion, not to exceed the amounts payable under Section 3, herelnabove. TERMINATION FOR CONVENIENCE OF CITY SECTION 7 CIty may termlnate this Agreement at any tlme and for any reason by giving wrltten notice to Engineer of such termlnatlon and speclfylng the effectlye date thereof, at least thirty (3t~) days before the effective date of such termination. In that event, all flnlshed and unfinished documents and other materials descrlbed In Section 7, herelnabove, shall, at the option of the City, become Clty's sole and exclusive property. If the Agreement Is termi- nated by CIty as provided In this paragraph, Engineer shall be entltled to receive Just and equltable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termina- tion. Engineer hereby expressly waives any and all clalms for damages or compensation arising under this Agreement except as set forth In Sectlon 3, herelnabove, In the event of such termination. ASSIGNABILITY SECTION 8 Engineer shall not asslgn any Interest In this Agreement, and shall not transfer any Interest In the same (whether by asslgnment or novatlon), with- out prior written consent of CIty: provlded, however, that claims for money due or to become due to Engineer from CIty under thls Agreement may be as- slgned to a bank, trust company, or other financial Institution without such approval. Notice of such asslgnment or transfer shall be furnished promptly to City. Any assignment requiring approval may not be further assigned without CIty approval. OWNERSHIP, PUBLICATIONr REPRODUCTION AND USE OF MATERIAL SECTION 9 All reports, studies, Information, data, statistics, forms, ~li~slgns, plans. procedures, systems, and any other materials or properties produced under this Agreement shall be the sole and exclusive property of the CIty. No such rnaterlal~ or propertl. e~ produced- In whol~ or In part. under this. Ac~reement. the Unlt~ S~t~ ~ tn ~ny country wl~out lhe exp~ss ~rltten ~t ~ the CI~V. Cl~y shall, hays un~es~lcte~ authority ~ Dubllsh.. disclose (as maV 'be 'llmlted 'by ihe pro~on~ of ihe ?Ub'~c ~ords ActS. dlstHbute, and othe~lse, use, copyright or patent, In whole or In part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. INDEPENDENT CONTRACTOR SECTION 10 CIty Is Interested only In the results obtained, and Englneer shall perform as an independent contractor with sole control of the manner and means of per- formlng the services requlred under the Agreement. CIty malntalns the rlght only to reject or accept Englneerws final work product as each phase of this Agreement Is completed. Engineer and any of Englneer~s agents, employees, or representatives are, for all purposes under this Agreement, an Indepen- dent contractor, and shall not be deemed to be an employee of CIty, and none of them shall be entitled to any benefits to which City employees are entitled, Including, but not limited to, overtime, retirement benefits, workerrs compen- sation benefits, Injury leave, or other leave benefits. CHANGES SECTION 11 City may, from time to time, requlre changes In the scope of the servl'ces by Engineer to be performed under thls A~reement, Such changes, Including any Increase or decrease In the amount o Engineer s compensation, which are mutually agreed upon by CIty and Engineer shall be effective as amendments to this Agreemc:t only when In writing. INSURANCE SECTION 12 Engineer shall maintain, during the term of this Agreement, the following Insurance with companies and on terms satisfactory to CIty. A. Workerrs Compensation and Employer's Llablllty Insurance as prescribed by applicable law. B. Comprehensive General Llablllty Insurance (bodily Injury and property damage), In the amount of $1,000,000 occurrence and annual aggregate. C. Automobile bodily Injury and property damage liability Insurance, the limits of whlch shall not be less than $1,000,000 per occurrence. D. City shall be named as an addltlonal Insured on each of the above poli- cies. E. Deslgn professional liability Insurance covering negligent act, errors, or omissions of Engineer, the limits of which shall not 138 less than One Million Dollars ($1,000,000) comblned slngle llmlt per occurrence and aggregate. ,--. F, Before commencing work hereunder, Engineer shall provide CIty with: certificates or other documentary evidence of the above Insurance. ~i" 1~,.~/ INDEMNIFICATION SECTION 13 Engineer agrees to save, keep, and hold harmless the CIty of Chula VIsta from all damages, costs, or expenses In law and equity Including costs of suit and expenses for legal services that may at any time arlse or be set up be- cause of damage to property or Injury or death to persons recelved or suffer- ed by reason of the conduct of Engineer whlch may be occasloned by any negligent act or omlsslon to act while In the performance of this agreement. IN WITNESS WHEREOF, City and Engineer have executed this Agreement on this 6th day of December , 1988. THE CITY OF CHULA VISTA WlLLD~!': ASSOCIATES Mayor nff~t~eLX31ty of Chula VIsta Vlcea~r~sl~ent /CiTy Clerk Approved as to form by ~ Att~ Kadie - Jensen ~. Johnson ' Municipal Financing Consultants Inc. Carl Kadie Willoughby Eleanor Jen~cn P.O, ~x g2 Cumulus Ln. 40l W. San Diego, CA 92110 OJal, CA (619) ~95-1596 (~5) ~7~ THIS AGREEMENT, entered into this 6th day of. December , 1988, by and between THE CITY OF CHULA VISTA, a municipal corporation (hereinafter referred to as "City"), and KADIE-JENSEN & JOHNSON (hereinafter referred to as "Consultant" or "Financing Consultant"]. WITNESSETH: WHEREAS, the City is considering the financing Of certain public improvement, together with appurtenances and appurtenant work, in a proposed development project designated as the Otay Lake Road Assessment Dts~rlc~ ~her~/~af~er ='sEerEed ~o as ~ "Project"], wi~h financ~ng proceedings to be conducted pursuant to the provisions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Co~e of the State of California, and WHEREAS the City desires to h~Yo a Financing Consultant co ~erform certain services within Consultantes area of expertise, to participate in the preparation of an overall feasibility and financing plan including implementation through the sale of Assessment Bonds~ and WHEREAS Consultant has the required experience and background to provide such desired service. NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties hereto as follows: SECTION I The services to be performed by Consultant are as set forth]~ below. A. PRELIMINARY=AND GENERAL TASKS [OTAY LAKES ROAD) .. 1. Review the preliminary basis and methodology. fo~ the aptsad of the cost 6f'i~provements. inc~uded~ih the Assessment Dlstr'ict including incidentals,-C~o provide assurance that they do not result' in' any assessments on single parcels or combination of parcels which w0uld provide inadequate security- for the bonds to be iSSuedl 2. Preparena preliminary lien ratio analysis (value of land based the best,,data a anabXe . 3. Prepare a preliminary b6nd sale strategy and submit a report to Director of Finance and.l appropriate City independent contract consultanc, as requested. B. ASSESSMENT DISTRICT ACTIONS (p~ LAKES ROAD) 1. Assist Bond Counsel in preparing all necessary resolutions required for the public offering and sale of the bonds. 2. Prepare an Official Statement which will include al1 the information necessary to assure','.~h'~j~ strong competitive bids are received for:' thd saie' of the bonds. This Official Statement will a quality and format consistent with Official',' Statements prepared by Consultant for the City. 2 conjunction with past Assessment "Dis rictlu-,,?~' ' "' 3. Mail the Official 'Statemen't togeth~r"'wit'~" potential bond Underwriters. -.:' :v...,-: ,. ;..~ 4. Ou ~he da~e 'se~, assis~ in opening"and analyzing...' '.:: ~...-. bids for .,~he pu~chase,,-of ~he'.~bonds and make' a r~ommendn~ion for ~he ~ard "of ~he bOn~s'~'hE'~e' .:, lOW bidder. ;. . .. ,~; . 5. Provide such additional assfstance','as may~.'b~'' reqdire~b~ t6 'asSist ~he"'~dity' in' integratfh'g any . bonds sold hereunder "int6~';the,' ~ity ~ s existing":b6nd maintenance program. 6. Attend meetings and provide additional'services as' .,, may be required to assist the City'in an,,,orderly ...... implementation of the financing program. SECTION II. FEE FOR SERVICES A. For services performed in Section I, Paragraph"A~ Consultant will receive a fee based on an hourly rate of $105 plus reimbursement of out-of-p~cket expenses,' but not to exceed a maximum of $3,500." Such fees will be due and payable by monthly invoice. B. For the service to be rendered Section I, Paragraph B of this will be paid the sum of $26,000 contingent subject to the sale of bonds, subject to the followin, terms~ conditions and exceptions: 1. In addition to any fees which m~y b~come due hereunder, Consultant will be reimbursed, at cost, for any out-of-pocket expenses incurred for any · ~' the following purposes: printing', shipping]..~...~.<'~i~ accompanying documents required for e mark t g of the Bonds; publication of the Notice of Sale; rating of the Bonds; insurance obtained for the Bond Issue; the preparation of a Statement of Direct and Overlaping Bonded.Debt; if there over twenty-five parcels in the Dis;t~i~c~; and obtaining tax delinquence information on ~h parcel. The reimbursement of the-foreg6in~ expenses is not contingent upon or subject to the sale of the bonds. The total amount due hereunder will not exceed $7,500. 2. If the sale of the Bonds is canceled or postponed beyond three years from the date of this'Contract, or if this Contract is terminated for any reason, Consultant shall be paid for services rendered at the rate of $105 per hour and will be additionally reimbursed for any out-of-pocket expenses incurred in connectlon with performing the services required by this contract, outside of ~ormal o~fice overhead. The maximum amount to be paid under this subparagraph is $7,500. This maximum does not include aDy expenses incurred u~r Paragraph B-1 above. SECTION III. ADDITIONAL SERVICES Consultant will retain the services of an appruiser to property within the proposed Assessment District. The purpose, 0~ such appraisal is to determine the relationship jf th~ lien to the value of the property being assessed - the lien ratio. Prior to entering into any agreement with'an appraiser for such services, the agreement must be approQed by the City Manager or the designee. If Consultant is directed to retain the services .. of a qualified appraiser,.Consultant wi~l be reimbursed, at cost, for appraisal fees incurred, but not to exceed $17,500. If Consultant is not directed to retain the services of a qualified appraiser, City will retain such services. SECTION IV. OWNERSHIP OF DOCUMENTS All documents required by the terms of this Agreement shall become City property when Consultant has been compensated as set forth herein. SECTION V. INTEREST OF CONSULTANT Consultant presently has and shall acquire no interest what- soever in the Rancho del Rey project, the subject matter of this Agreement, direct or indirect, which wuu!d constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed 'or retained by Consultant under this Agreement. Consultant specifi- cally certifies that neither Consultant nor any other person employed or retained by Consultant is employed by the Rancho del Rey Partnership. Consultant specifically certifies, in addition,"" that no promise of future employment or other consideration of any kind has been made to Consultant or any employee, agent, or representative of Consultant, by the Applicant, any employee, agent, or representative of Applicant has an interest. Consultant may nc.t conduct business for third partie~ Which may be in conflict with Consu]tant's responsibilities under contract. Consultant may not solicit ny bu iness during a s of this contract which conflict with his or her under the contract. SECTION VI. GENERAL CONDITIONS A. Consultant'. professional services are being ~rov'i~ea according to the prevaiIing standard' of' practi'c~ normally exercised in the performance of p~ofessi0nal services of a similar nature in a similar locale~¥ 8. Consultant and any subconsultants employed 'by Consultant shall be independent contractors ,'and. not agents of the City hereunder, Any provisions oflthe Agreement that may appear to 'give City the'.'right..~o direct consultant or subconsultants as to details of doing work or to exercise a]measure of control over the work means that Consultant or subconsultants shall follow the direction of the City Manager as to the end results of the work only. C. Consultent shall not assign this contract without City's prior written coI1s~f,~. Any assignment ConsUltant without City's prior written approval shall be cause for termination of this Agreement at the sole option of the City. D. In the event that suit is brought upon this Agreement to enforce its terms, the prevailing party shall entitled to a reasonable sum as attorney fees. E. Remedies'of City. In the event that (a) Consultant shall default in'Ithe'performance or fulfillment covenant cr condition herein contained on h~s part to be performed or fulfilled and shall fail to cure such default within ten (10) days following the serviced'on him of a written notice from the City Manager ori.~his designee specifying the default or defaults complained' of and the date on which his rights hereunder will b~ terminated as hereinafter provided if such default.or defaults is oz are not cured; or (b) Consultant shall file a voluntary petition in bankruptcy; 'or (c) Consultant shall be adJuaicated a bankrupt; or (d) Consultant shall ma~e a general assignment for the benefit of creditors, then, and.in eitherJor any 6f said events, City may at itsoptions.withoutjfurther notice or demand upon Consultant, immediately cancel and terminate this Agreement and terminate each, every and all of the rights of Consultant and of any and ~ll persons claiming by or through Consultant under 'this Agreement, The rights and remedies of.City as hereinabove set forth are cumulative only and shall in no wise be deemed to limit any of the other provisions of this Agreement Or otherwise to deny to City any riq~lt Gr remedy at law cr ir~eciutt~w~IichC. it~ ma~ or asssrt a~ainst Consultant under any law in effect the d~t~ h~reof or which mayh~raaft~r be sheeted or become effective, it bein~ the intent hereof that tha rights and rsmedies of City, as h~rainabova sat forth, shall suppl~m~nt or ba in addition to or in ~id of.tha other provisions of thi~ ~ra~m~nt and of any right or r~mady at l~w or in equity which City may hava a~ainst s~id Consultant. F. Control and Administration of Agreement~ Notices., Control and administration of this Agreement is Under the Jurisdiction of the City Manager of City as to City's interest herein and any communication as t0tt~e? notice or no~ices provided for by this Agreement law to be given or served upon City may'be.g , . . served by letter deposited in the United States mail, postage prepaid, and addressed to the City City of Chula Vista, 276 Fourth Avenue, Chula Vista~.,~I Californiaj~ 92010. ' ' Any noticelot notices provided for by .this Agreement by law t6 be given or served upon Consultant may given or Servedby depositing in the United States~ mail, pO~tage, prepaid, s,letterfadaressed t Consultant "~'~ his princi~f"piace of ~usiness or ~n~.';. other address'Which may hereafter' be' agreed dp6n,'.by Consultant 6r-"any~pe~s'~'here'~e~ principals.'..of the parties. so ,served. '-'.'~ ' '-"~: G. Consultant shall indemnify.a~d, hold City free"and injuries, and liabt'iities arising' f~6~/,%h~'~a~h"6~' tnJury of any person or. persons, including', ~mployees 'of Consultant, or fr6m dama~& or deSt~dtion .of~ an~'J'?,, property or properties, caused by or connected w~th any negligent error, act or omission by Consultant, his agents, subcontractors, employees, or servants in connection with his services under this Agreement. 8 IN WITNESS WHEREOF, City Consultant has executed ~h~'s"Agreement on this (~49.' 'day'of ."~e;b, 1988. -. THE CITY OF CHULA VISTA CONSULTANT: May . Vista Attes~~ Appr~ by ~" .' ,,~ ,,, : ,~:, '.:. ,."~ ~Atr y "' t t~ ,,, [13/OTAYLAKE] I~ -9- SPECIAL COU~SJI~ AOI~E~ENT THIS AGREEMEHT is made and entered into this 6th day of Decembe. , 1988, by and between the CITY OF CHULA VISTA, CALIFOPaIA, · public corporatio~ (hereinafter referred to as "City"), end BROWN & DIVEN, (hereShelter referred to as "Counsel"). NOW, THEREFORE, IT IS HERESY AGREED by and between the parties hereto as fellowes SECTION 1. That counsel shall perform legal services in connection with the proposed assessment proceedings and bond issuance in the matter of a proposed special. assessment district known .and designated as OTAY LAKes ROAD ASSESSMENT DISTRICT (hereShelter referred to as the ."Assessment District" or the "Project") under~:proceedings conducted pursuant to the provisions of the "Municipal Improvement Act of 1913", being Division 12 of the Streets and Highways Code of the State of California. said services shall/ncludez A. Review of the'.dedication and acguisitiun of the streets a'nd ease- ments and other property in which work is proposed to be performed# B. Examination of the plans and specifications for the proposed work, the boundary map and assessment diagram of the assessment District, the assessment roll and bonds, and the giving of instructions and advice in Connection with the foregoingl C. Recommendations as to procedure, schedules and actions that should be conducted end takenl D. Preparation of all resolutions, notices, contracts, bond forms, and other papers end documents required in the prooeedingsl E. Examination of the proceedingst step by step, as taken~ F. Appear at all hearings under the ~oceedings, and attend an~ meeting where attendance is requested; O. Make recommendations as to sale of bonds, if desired; H. Perform legal services, if required, pursuant to the provisions of the "Special Assessment Investigation, Limitation and Majority Protest Act Of 1931", being Division 4 of the Streets and Highways Code of the State of California; I.Issuance of an approving legal opinion attesting to the validity of the proceedings and the issuance of the bonds. . Such legal waryices shall not lnclude any servlcea In connect~'n wlth the acquisition, by easement or condemnation~,, of any easementa:!~,~othar interest in real property necessary for the proposed impr~en~e~tj; SECTION 2. That the City shall perform as followsl able and may be reasonably required by Counsel in the performance of followsl ONE PERCENT (1%)of the first $1,500,0001 ONE-HALF.PERCENT (1/2%) from $1,500,001 to $5,000,0001 '- ONE-QUAR~R PERCENT (1/4%) from $5,000,001 to $10,000,0001 ONE-EIGHTH PERCENT (1/8%) on the balance thereof. All due and payable upon receipt of money from the sale and delivery SECTION 3. In thQ event the proceedings are terminated or abandoned .prior to Completion, Counsel shall he paid a reasonable fee for services rendered to date based on an hourly rate of $125.00 per hour, not to exceed $5,000.00. SECTION 4. This Agreement contemplates that Counsel $hall pay all ordinary out-of- pocket expenses incurred, including travel, telephone and copy, and the only expenses to be billed to City would be extraordinary messenger and/or overnight mall delivery services. SECTION 5. That this Agreement may be terminated by mithar party hereto by mailing written notlce thereof to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first hereinshore written. "CITYZt~ CITY ST ~YOR ~ ~ CITY OF CHU 8TA ~.. STATE OF CALIFORNIA ,~!~, , "COUNSEL" s~O~ ~'