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HomeMy WebLinkAboutReso 1989-13991 RESOLUTION NO. 13991 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND WILLIAM R. DOTSON AND EASTLAKE DEVELOPMENT COMPANY FOR PROVIDING TRANSPORTATION CONSULTANT SERVICES AND EXPEDITING THE PROCESSING OF THE TELEGRAPH CANYON ROAD/OTAY LAKES ROAD WIDENING PROJECT (BETWEEN APACHE DRIVE AND ROTGERS AVENUE) AND PARALLELING CHANNEL, WITH VARIOUS CONSULTANTS, UTILITIES, AND GOVERNMENTAL AGENCIES AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT 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 that certain agreement between THE CITY OF CHOLA VISTA, a municipal corporation, and WILLIAM R. DOTSON AND EASTLAKE DEVELOPMENT COMPANY for providing transportation consultant services and expediting the rocessing of the Telegraph Canyon Road/Otay Lakes Road widening project ~between Apache Drive and Rutgers Avenue) and paralleling .hannel, with various consultants, utilities, and governmental agencies, dated the 7th day of March , 1989, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved.q~ BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista De, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by Approved as to form by Works City Attorney t 38355 89 ! 7 PH 3: 9 ~ ..... NO FEE 1505 ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE C{TY OF CHL_,4 VISTA, CALIFORNIA, this 7t:h day of March 19 89 , by the following vote, to-wit: AYES: Councilmembers McCandliss, Nade~:, Cox, Malcolm, Moo~:e NAYES: Councilmembers No.e ABSTAIN: Councilmembers Noue ABSENT: Councilmembers ~eCity of Chulo Vista ST/, OF CALIFORNIA ) SOUNTY OF SAN DIEGO ) ss. ;ITY OF CHULA VISTA ) l, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chuk~ Vista, California, )O HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION N0. 13991 ,and that the some has not been amended or repealed ATED March 14, 1989 C-660 CONTRACT FOR TRANSPORTATION CONSULTANT SERVICES WHEREAS, the CITY OF CHULA VISTA is presently in need of professional transportation assistance to assist in the technical analysis and evaluation of Telegraph Canyon Road/Otay Lakes Road Transportation Corridor Project; and WHEREAS, the scale and complexity of the Telegraph Canyon Road/Otay Lakes Road Corridor project requires the CITY OF CHULA VISTA to retain an independent transportation consultant for the purposes of critical review, analysis, evaluation, preparation of reports, with respect to said project and coordinating and expediting the related efforts of City staff with various consultants, utilities, and governmental agencies; and WHEREAS, William R. Dotson, a Transportation Consul tant had a 40-year career with CalTrans. The last 5-1/2 years he was District II Director in San Diego. He is familiar with the CalTrans and FHWA process and is acquainted with top management of State and Federal Agencies. In addition, he is a Registered Civil Engineer and experienced in all phases of transportation projects. WHEREAS, EastLake Development Company desires to assist the City of Chula Vista in implementing the professional transportation consultant contract, EastLake Development Company has agreed to provide the necessary funds to compensate the consultant in accordance with the City of Chula Vista's full cost recovery program. WHEREAS, the Telegraph Canyon Road/Otay Lakes Road Corridor project is a transportation facility included in the Interim Eastern Area Development Impact Fees for Streets Ordinance it is anticipated that eventually the cost of the Transportation Consultants work will become eligible as a project cost and EastLake Development Company's advanced funds will be reimbursed or a credit issued. NOW, THEREFORE, BE IT RESOLVED that the CITY OF CHULA VISTA; WILLI~4 R. DOTSON, an independent contractor and professional transportation consultant; and the EASTLAKE DEVELOPMENT COMPANY, do hereby mutually agree as follows: I. PARTIES: The parties to this agreement are the CITY OF CHULA VISTA, a municipal corporation (hereinafter referred to as "CITY"); WILLIAM R. DOTSON, a transportation consultant acting as an independent contractor (hereinafter referred to as "CONSULTANT"); and the EASTLAKE DEVELOPMENT COMPANY, a California General Partnership, {hereinafter referred to as "EASTLAKE" II. TRANSPORTATION DEVELOPMENT PROJECT: The term "Telegraph Canyon Road/Otay Lakes Road Transportation Corridor Project" between Apache Drive and Rutgers Avenue as referred to herein below means that project now being developed under the Director of Public Works direction. · · 1507 III. INTENT OF THE PARTIES: It is the intent of the CITY, CONSULTANT, and EASTLAKE that CONSULTANT work solely for the CITY and perform the tasks outlined hereinbelow associated with the transportation Corridor project to assist the CITY in providing the project guidance and reviews which are appropriate for a proposal of this type in accordance with applicable provisions of Federal and State laws and the Municipal Code of the CITY OF CHULA VISTA. CONSULTANT'S obligation, as provided further hereinbelow, is to expedite the review, analysis, negotiations, coordination of reviews, and preparation of various recommendations to the Director of Public Works and the CITY Council. EASTLAKE'S duties are generally to provide payment to the CITY for the transportation review services provided by the CITY'S CONSULTANT and, further, to provide such information, documents, etc., as may be required by CONSULTANT and CITY staff to fully and adequately review the transportation corridor project in accordance with the applicable provisions of the Municipal Code of the City of Chula Vista and the Chula Vista General Plan. IV. OBLIGATIONS OF CITY: CITY, pursuant to this agreement, hereby contracts with WILLIAM R. DOTSON (CONSULTANT) to act on its behalf directly and indirectly and in conjunction with CITY staff in providing the following scope of work: A. SCOPE OF WORK: Staff critical review, processing, analysis, and recommendations with respect to the transportation Corridor project area, including, but not limited to, the following: 1. Coordination with FHWA, CALTRANS and other Federal, State, County, and utility agencies to expedite approval of environmental reports and transportation plans. 2. Analyze and assist in obtaining approvals of various funding sources for project. 3. Review development of Design Plans by City staff and other consultants and recommend order of work to minimize construction time by Contractor. 4. Arrange meetings to insure all parties involved in transportation project are coordinating efforts. 5. Prepare progress reports on project. 6. Advise and counsel City staff on all further permits and approvals which the CITY must consider in order to develop the transportation project. -2- · ' 1508 V. COORDINATION OF PROJECT REVIEW: Pursuant to this agreement, CITY shall authorize CONSULTANT to coordinate and expedite, subject to the concurrence of the City Manager of CITY, all such CITY departments or other governmental agencies as may be necessary to undertake the activities, tasks, reviews, and analyses set forth hereinabove associated with such development project reviews, for the purpose of streamlining the CITY'S consideration of said project and avoiding unnecessary delays in review, duplication of work as between various CITY departments, and other inefficient expenditures of staff time. VI. ADMINISTRATION OF CONSULTING CONTRACT: The CITY hereby appoints its Public Works Director, or his designee, as the CITY'S representative in the review and administration of the work performed by CONSULTANT pursuant to the terms of CONSULTANT'S scope of work. CONSULTANT and Public Works Director, or his designee, shall meet as necessary for the purpose of evaluating, measuring and planning the progress of the project. VII. TIME SCHEDULE FOR COMPLETION OF TASKS It is the intent of this agreement that the Transportation Consultant shall perform assigned tasks on a part-time, but as-needed basis. The Consultant and the Director of Public Works shall establish a mutually acceptable schedule for the performance of work. Deadlines established for specific tasks assigned shall reflect such schedule. The schedule may be revised for the accomplishment of pressing or emergency matters. The total time spent by Consultant for which the Consultant is compensated at the hourly rate pursuant to paragraph XII herein below shall not exceed 400 hours. Time that the Consultant spends traveling outside of San Diego County is in addition to the 400 hours and will be compensated pursuant to Paragraph XII hereinbelow. VIII. OBLIGATIONS OF CONSULTANT: CONSULTANT shall perform the scope of work described hereinabove and in doing so shall review, analyze, critique, and make recommendations regarding the various discretionary approvals and financing to the Public Works Director, or his designee. IX. ACCESS TO CITY FACILITIES: The CITY shall permit access to its facilities by CONSULTANT throughout the term of the contract. -3- 1509 X. OBLIGATIONS OF EASTLAKE: EASTLAKE, pursuant to the terms and conditions of this agreement, shall promptly remit to the CITY payments upon receipt of invoices for the amounts set forth and following the times provided in Paragraph XII hereinbelow. XI. TERM: This agreement shall become effective upon execution as authorized by the Mayor of the CITY, or his designee, and shall terminate, if not terminated pursuant to the provisions contained hereinbelow in Paragraphs XVII, XVII, or XVIII, or otherwise extended by all parties, on June 30, 1990. XII. COMPENSATION: The compensation to be paid by CITY to CONSULTANT shall be $60.00 per hour for each hour worked. CONSULTANT shall submit monthly invoices to the Finance Director of the CITY which shall be due and payable within 30 days. EASTLAKE agrees to pay the CITY upon demand the total sum billed by the CONSULTANT and approved by the City each month for the duration of this agreement. Notwithstanding the above payment schedule, all monies shall be due and payable within 30 days of invoice, except as provided for hereinbelow with respect to cancel 1 ati on at the convenience of CITY or for reasons of nonperformance. CONSULTANT's compensation wil 1 include al 1 costs for clerical services, office space, supplies, duplicating, maps, and documents. Also included would be all travel expenses, parking fees, and telephone calls within San Diego County. Travel, if requested, outside of San Diego County will be compensated for actual travel costs (including car rental, parking and airport transportation service and lodging) plus a per diem rate of $300. Food and other miscellaneous expenses shall be considered to be included in per diem rate. For travel outside the County of San Diego, the consultant is not entitled to the compensation of $60.00 per hour for each hour worked and the per diem rate of $300 shall be considered as full compensation for the consultant's services. In no event will Consultant's compensation for services pursuant to this agreement exceed $30,000. XI I I. INTEREST OF CONSULTANT: CONSULTANT presently has and shall acquire no interest whatsoever in the EastLake Development Company's Planned Community project, the subject matter of this agreement, direct or indirect, which would -4- 1510 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 specifically certifies that neither CONSULTANT nor any other person employed or retai ned by CONSULTANT i s employed by the EASTLAKE DEVELOPMENT COMPANY. 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 EASTLAKE, regarding the subject matter of this agreement, or a future project in which EASTLAKE has an interest. CONSULTANT may not conduct business for third parties which may be in conflict with CONSULTANT'S responsibilities under this contract. The Transportation Consultant may represent, perform services for, and be employed by such additional clients, persons, or companies to the extent that such employment does not represent a conflict of interest nor interfere with the satisfactory performance of the work described herein. XIV. HOLD HARMLESS CONSULTANT agrees to indemnify and hold harmless the CITY from and against all liability, cost and expense (including without limitation attorneys' fees) arising from loss of or damage to any property whatsoever or injury to or death of any person whomsoever caused or occasioned by the negligent act or omission of CONSULTANT or any agent or employee of CONSULTANT, arising out of or in connection with this agreement or the work to be performed by CONSULTANT hereunder. XV. LIABILITY With regard to the services to be performed by the Transportation Consultant pursuant to the terms of this agreement, the Transportation Consultant shall not be liable to the CITY, or to anyone who may claim any right due to his relationship with the CITY, for any acts or omissions in the performance of said services on the part of the Transportation Consultant are due to his willful misconduct. The CITY shall hold the Transportation Consultant free and harmless from any obligations, costs, claims, judgments, attorneys' fees, and pursuant to the terms of this agreement or in any way connected with the rendering of said services, except when the same shall arise due to the willful misconduct of the Transportation Consultant and the Transportation Consultant is adjudged to be guilty of willful misconduct by a court of competent jurisdiction. -5- XVI. TERMINATION OF AGREEMENT FOR CAUSE: If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper manner his 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 CITY, become the property of CITY, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of notice of termination, not to exceed the amounts payable under Paragraph XII hereinabove. XVII. TERMINATION FOR CONVENIENCE OF CITY: CITY may terminate this agreement at any time and for any reason by giving written notice to CONSULTANT of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described in Section IV hereinabove shall, at the option of CITY, become CITY'S sole and exclusive property. If the agreement is terminated by CITY as provided in this paragraph, CONSULTANT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. CONSULTANT hereby expressly waives any and all claims for damages or compensation arising under this agreement except as set forth in Paragraph XII hereinabove in the event of such termination. XVIII. TERMINATION AT THE REQUEST OF EASTLAKE: EASTLAKE may terminate their obligations with respect to this agreement at any time and for any reason by giving written notice to CITY of such intent to terminate said agreement and specifying an effective date of such termination at 1 east thirty (30) days before the date of termination. In the event that EASTLAKE shall terminate the terms of this agreement, they shall remain liable for all work undertaken up to and including the effective date of said termination for which CITY shall be entitled to receive just and equitable compensation for satisfactory work performed by CONSULTANT due and owing pursuant to Paragraph XII hereinabove. Said written notice shall also effectuate termination of this agreement as between City and Consultant. -6- XIX. ASSIGNABILITY: CONSULTANT shall not assign any interest in this agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of CITY; provided, however, that claims for money due or to become due to CONSULTANT from CITY and APPLICANT under this agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval. XX. 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 right 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 (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. XXI. INDEPENDENT CONTRACTOR: CITY is interested only in the results obtained, and CONTRACTOR 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 final work product as each phase of this agreement is completed. CONSULTANT and any of CONSULTANT'S agents, employees, or representatives are, for all purposes under this agreement, an independent contractor, and shall not be deemed to be an employee of CITY, and none of them shall be entitled to any benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, medical benefits, injury leave, or other leave benefits. XXII. CHANGES: CITY may from time to time require changes in the scope of the services by CONSULTANT to be performed under this agreement. Such changes, including any increase or decrease in the amount of -7- 1513 CONSULTANT'S COMPENSATION, which are mutually agreed upon by CITY, CONSULTANT, and EASTLAKE shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, CITY, CONSULTANT and EASTLAKE have executed this Contract for Transportation Services (agreement) this 7th day of March 198_~ APPROVED AS TO FORM BY: CITY OF CHULA VISTA: city Attorney SRE~ORY ~/C~, Mayor RECOMMENDED FOR APPROVAL: CONSULTANT: , By: Di P William R. Dotson EASTLAKE DEVELOPMENT COMPANY ' Robert L. Shy Gen~l Manager 0 erations WPC 4~3E -8-