HomeMy WebLinkAbout2011/04/19 Item 03
CITY COUNCIL
AGENDA STATEMENT
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APRIL 19, 2011, Item~
ITEM TITLE:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING GRANT AGREEMENT
5001590 BETWEEN THE SAN DIEGO ASSOCIATION OF
GOVERNMENTS AL'ID THE CITY OF CHULA VISTA FOR
FUNDING OF RESTORATION ACTIVITIES WITHIN THE
CENTRAL CITY PRESERVE AREA, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE THE AGREEMENT
AND ALL RELATED DOCUMENTS N'ECESSARY TO
IMPLEMENT THE AGREEMENT
SUBMITTED BY:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE FORMAL CONSULTANT
SELECTION P'R9CESS, APPROVING A TWO-PARTY
AGREEMENT BETWEEN THE CITY OF CHULA VISTA
AND RECON ENVIRONMENTAL INC., TO PERFORM
BIOLOGICAL CONSULTING SERVICES FOR THE
CENTRAL CITY PRESERVE OTAY TARPLANT AL'ID SAL"J
DIEGO THORNMINT RESTORATION AL'ID
ENHANCEMENT PROGRA1\1, AND AUTHORIZING THE
CITY MANAGER TO EXECUTE THE AGREEMENT If
ASSIST ANT CITY .NlANAGER I DEVELOPMENr:f!j}';;- 6 .
SERVICES DIREC~ .
CITY MANAGER r
4/STlIS VOTE: YES D NO I X I
REVIEWED BY:
SUMMARY
On August 24, 2010, the San Diego Association of Governments (SAL'\'DAG) approved the
City's grant application requesting $268,428 of Transnet environmental mitigation funding
to support a multi-year land management program to restore and enhance degraded areas
supporting the Otay tarplant and San Diego thommint within the City's Central City
Preserve Management Area (Central City PMA), particularly within Rice Canyon. The land
management activities offered through this program are essential for the Otay tarplant and
".. "
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APRK 19, 2011, Item~
Page 2 of 4
San Diego thornmint to continue to exist and sustain the changing conditions within the
Central CityPMA. Council's actions would approve the agreement between SANDAG and
the City to receive the grant funding, and approve a two party agreement between the City
and Recon Environmental Inc. to conduct the work included in the grant proposal.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed project for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the project qualifies for a Class 4 Categorical Exemption pursuant to Section
15304(d) (Minor Alterations to Land) of the State CEQA Guidelines. Consistent with
Section 15304(d), the proposed project involves minor-alterations in lands within an
existing officially designated wildlife management area, i.e., the Chula Vista Multiple
Species Conservation Program (MSCP) Central City PMA for purposes of improving
existing wildlife habitat and resources. Thus, no further environmental review is
required.
RECOMMENDATION
That Council:
i
1. Adopt the Resolution approving Grant Agreement 5001590 between the San
Diego Association of Governments and the City of Chula Vista.
2. Adopt the Resolution approving the two-party agreement between the City of
Chula Vista and Recon Environmental Inc.
BOARDS/COMMISSION RECOMMENDATION
Not Applicable.
DISCUSSION
SAl'IDAG Grant Funding
In November 2004, the voters of San Diego County approved the TransNet Extension
Ordinance 04-01 and Expenditure Plan, including an Environmental Mitigation Program
(EMP). The EMP is a funding allocation category for the costs to mitigate habitat impacts
for regional transportation projects. The EMP is a unique component of the TransNet
Extension in that it goes beyond traditional mitigation for transportation projects by
including a funding allocation for habitat acquisition, management, and monitoring
activities as needed to help implement regional habitat conservation plans.
In September 2008, the SANDAG Board of Directors approved land management and
monitoring activities and a budget of $1.63 million for land management p'rojects related
to 1) Invasive Control, 2) Fire Recovery, 3) Habitat Restoration, and 4) Access
Control/Management and Garbage Removal.
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APRIL 19,2011, Item ,3
Page 3 of 4
In December 2009, SANDAG issued a Request for Proposals (RFP) from entities
wishing to apply for a portion of TransNet funds for environmental land management
projects. On January 27,2010, the City submitted a proposal to SANDAG in the amount
of$323,605 to implement a 5-year Otay tarplant and San Diego thornmint restoration and
enhancement program designed to maintain and increase the population of these sensitive
plant species in the City of Chula Vista's MSCP Central City PMA. These two plant
species are designated as Narrow Endemic Species due to their limited distribution in the
region. This restoration and enhancement proj ect will focus on disturbed areas known to
support Otay tarplant and San Diego thornmint in the Rice Canyon area.
On August 24, 2010, SANDAG approved funding a portion of the City's grant'
application request in the amount of $268,428. These funds are intended to carry out the
first three years of the aforementioned habitat restoration and enhancement program for
the Otay tarplant and San Diego thornmint. Based on the recommendation by SANDAG,
the City will continue to pursue future TransNet grant funds to cover the costs associated
with Year 4 and 5 of the restoration and enhancement program.
Contract with RECON Environmental
Staff is proposing that Recon Environmental be contracted to implement the Otay tarplant
and San Diego thornmint Restoration and Enhancement Program. As discussed further
below, Recon Environmental possesses unique knowledge and experience with the City's
Central City Preservc, - Primary management activities to be implemented by Recon
Environmental mc!ude"Temoval of non-native grasses and invasive species, seed
collection and redistribution, follow up weed control, and annual monitoring and
reporting. Recon Environmental shall maintain, monitor, and provide arrnual reports on
the restoration and enhancement activities for a period of three years. The restoration and
enhancement activities developed for this project are consistent with the Area Specific
Management Directives (ASMDs) developed for the 1,350 acres .ofpreserve land within
the Central City Preserve. The ASMDs provide specific guidelines for protection and
long-term maintenance and management directives to ensure survival of sensitive plant
and wildlife species, including rare nalTOW endemic plant species considered unique to
the Southern California region. A detailed description of the management activities that
will be performed by Recon Environmental is provided in Attachment 2.
In accordance with Chula Vista Municipal Code (CYMC) section 2.56.070, the proposed
sole sourcing with Recon Environmental is based upon their experience and uniqne
understanding of the Central City Preserve, and their consistent demonstration that they
possess the qualifications required to perform the services outlined in the detailed scope
of work. In 2004, Recon Environmental, under the direction of the City, the U.S. Fish and
Wildlife Service (USFWS) and the California Department of Fish and Game (CDFG),
completed the baseline biological resources surveys and prepared the ASMDs for the
Central City Preserve. Since completion, the City has been commended on the Central
City ASMDs as a model for a comprehensive baseline management plan that outlines
detailed management and monitoring tasks for key MSCP Covered species.
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DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found a conflict
exists, in that Council Member Patricia Aguilar has property holdings within 500 feet of
the boundaries of the property which is the subject of this action.
CURRENT YEAR FISCAL IMPACT
There is no current fiscal year impact. Staff time associated with the grant and consulting
contracts is within the adopted budget. Pursuant to the timeframe specified in the
proposed Grant application, implementation of the program is scheduled to commence in
August 2011.
ONGOING FISCAL IMPACT
The $268,428 of awarded grant funds are sufficient to cover costs for a biological
consultant to perform the necessary habitat restoration and provide routine maintenance
and monitoring activities. Payment for invoices received from the biological consultant
will be paid directly from grant funds provided by SANDAG. Therefore, an
appropriation of funds from the General Fund to cover biological consultant services is
not necessary at this time. Appropriation of funds will be added to the FY2011-12 ClF
Program. The cost of City staff time for three years of project management are
anticipated to be $17,675. This time "'IiI] be provicled by City_staff'"tvhose costs are
projected and will be included in the proposed FY 2011-12, and futUre budgets for the
Development Services Department. A breakdown of expected costs per year is provided
in Attachment 1. The City is not obligated to continue to implement restoration and
enhancement once the grant funds have been expended.
ATTACHMENTS
1. Grant Agreement 5001590 between the San Diego Association of Governments
and the City of Chula Vista Regarding Chula Vista Tarplant
2. 2-Party Agreement between City of Chula Vista and Recon Environmental Inc.
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RESOLUTION NO. 2011-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING GRANT AGREEMENT 5001590
BETWEEN THE SAN DIEGO ASSOCIATION OF
GOVERNMENTS AND THE CITY OF CHULA VrST A FOR
FUNDING OF RESTORATION ACTIVITIES WITHIN THE
CENTRAL CITY PRESERVE AREA, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE THE AGREEMENT
AND ALL RELATED DOCUMENTS NECESSARY TO
IMPLEMENT THE AGREEMENT
WHEREAS, the Otay tarplant and San Diego thornmint habitat are Covered Species
under the Chula Vista Multiple Species Conservation Program (MSCP) Subarea Plan; and
WHEREAS, loss and degradation of habitat supporting Otay tarplant and San Diego
thornmint within the Central City Preserve Management Area (Central City PMA)is occurring
due to weed invasion, drought, and vegetation succession; and
WHEREAS, the proposed restoration and enhancement program has been developed to
ensure the prolongation of Otay tarplant and San DiegG thornmint through active habitat
management; and
WHEREAS, the activities offered though the proposed restoration and enhancement
program are essential for the prolongation of the Otay tarplant and San Diego thornmint and
would reduce the vulnerability of these species to extirpation; and
WHEREAS, a program has been developed consistent with the City's adopted habitat
management plans to ensure that MSCP Covered Species are adequately protected; and
WHEREAS, the San Diego Association of Governments awarded the City a grant in the
amount of$268,428 to carry out the proposed habitat restoration and enhancement program,
NOW THEREFORE BE IT RESOLVED the City Council of the City of Chula Vista
does hereby approve the Agreement between the San Diego Association of Governments and the
City of Chula Vista to restore and enhance degraded Otay tarplant and San Diego thornmint
areas within the Central City PMA
BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager
to execute the Agreement and all related documents in conjunction with implementing the
Agreement
Presented by
Gary Halbert, P.E, AlCP
Assistant City Manager /
Development Services Director
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THE ATTACHED AGREEMENT I-IAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON APPROVAL BY
THE CITY COUNCIL
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Dated: V/-(Z-( f
GRANT AGREEMENT 5001590
BETWEEN
THE SAN DIEGO ASSOCIATION OF GOVERNMENTS, AND
THE CITY OF CHULA VISTA
REGARDING TARPLANT
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ATT>4q/fi-1rJJ- -,
TRANSNET ENVIRONMENTAL MITIGATION PROGRAM FISCAL YEAR 2010 I ...L.
GRANT AGREEMENT 5001590 BETWEEN
THE SAN DIEGO ASSOCIATION OF GOVERNMENTS
AND
CITY OF CHULA VISTA
REGARDING CHULA VISTA TARPLANT
THIS GRANT AGREEMENT 5001590 is made this day of ,2011, by and between
the San Diego Association of Governments (hereinafter referred to as "SANDAG"), 401 B Street, Suite 800, San Diego,
California, and City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 (hereinafter referred to as "Grantee").
The following recitals are a substantive part of this Agreement:
A. In November 2004, the voters of San Diego County approved SANDAG Ordinance 04-01, which extended the
TransNel Y, cent sales and use tax through 2048 (TransNel Ordinance).
B. The TransNel Extension Ordinance contains provisions for the creation of an Environmental Mitigation Program
(EMP), which began being funded by the TransNel Ordinance on April 1 , 2008.
C. In November 2009, SANDAG issued a request for proposals from entities wishing to apply for a portion of the EMP
funds for use on environmental land management projects meeting certain criteria.
D. Grantee successfully applied for EMP funds for the following project: Chula Vista Tarplant (hereinafter referred to as
the "Project")
E. The purpose of this Agreement is to establish the terms and conditions for SANDAG to provide Grantee with
funding to implement the Project (TransNel Ordinance Assistance).
F. Although SANDAG will be providing financial assistance to Grantee to support the Project, SANDAG will not take an
active role in managing the Project or retain substantial control over any portion of the Project.
NOW, THEREFORE, it is agreed as follows:
Section 1. Definitions
A. Application means the signed and dated grant application, including any amendment thereto, with all explanatory,
supporting, and supplementary documents filed with SANDAG by or on behalf of the Grantee and accepted or
approved by SANDAG. All of Grantee's application materials, not in confiict with this Agreement, are hereby
incorporated into this Agreement as though fully set forth herein.
B. Approval, Authorization, Concurrence, Waiver means a conscious written statement (transmitted in typewritten
hard copy or electronically) of a SANDAG official authorized to permit the Grantee to take or omit an action required
by this Agreement, which action may not be taken or omitted without such permission. Except to the extent that
SANDAG determines otherwise in writing, such approval, authorization, concurrence, or waiver permitting the
performance or omission of a specific action does not constitute permission to perform or omit other similar actions.
An oral permission or interpretation has no legal force or effect. (See also Notice to Proceed, below at paragraph E
in this Section 1.)
C Approved Project Budget means the most recent statement of the costs of the Project, the maximum amount of
assistance from SANDAG. for which the Grantee is currently eligible, the specific tasks (including specific
contingencies) covered, and the estimated cost of each task that has been approved by SANDAG.
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City of Chula Vista
AGMT No. 5001590
D. Grantee means that, even if a single organization within a legal entity has executed this Agreement as the Grantee,
the entire legal entity is the Grantee. If the Grantee is a consortium, partnership, or other multi-party entity, each
participant in, member of, or party to that consortium, partnership, or multi-party entity is deemed "Grantee" for
purposes of compliance with applicable requirements of the Agreement for the Project.
E. Notice to Proceed means a written notice from SANDAG issued to the Grantee authorizing the Grantee to proceed
with all or a portion of the work described in the Scope of Work. Grantee shall not proceed with the work, and shall
not be eligible to receive payment for work performed, prior to SANDAG's issuance of a Notice to Proceed.
F. Subgrantee means any contractor or consultant, at any tier, paid directly or indirectly with funds flowing from this
Agreement for the Project.
Section 2. Project Implementation
A. General. The Grantee agrees to carry out the Project as follows:
1. Project Description. Grantee agrees to perform the work as described in the Scope of Work attached as
Exhibit A.
2. Effective Date. The effective date of the Agreement or any amendment thereto is the date on which this
Agreement is fully executed. The Grantee agrees to undertake Project work promptly after receiving a fully
executed copy of this agreement.
3. Grantee's Capacity. The Grantee agrees to maintain or acquire sufficient legal, financial, technical, and
managerial capacity to: (a) plan, manage, and complete the Project and provide for the use of any Project
property; (b) carry out the safety and security aspects of the Project, and (c) comply with the terms of the
Agreement and all applicable laws, regulations, and policies pertaining to the Project and the Grantee,
including but not limited to the TransNet Ordinance.
4. Project Schedule. The Grantee agrees to complete the Project in a timely manner. Nevertheless, SANDAG
and the Grantee agree that milestone dates and other Project completion dates set forth in the Project
Schedule and Approved Project Budget attached hereto as Exhibit B are to be treated as good faith estimates
rather than precise and firm legal requirements. Changes to Exhibit B or any other Exhibit to the Agreement,
shall require written approval from SANDAG.
5. Use It or Lose It Policy. Grantee agrees to comply with the Use It or Lose It policy attached hereto as
Exhibit C (SANDAG Board Policy 035 Adopted January 2010),
B. Application of Laws. Should a federal or state law pre-empt a local law, regulation, or the TransNet Ordinance, the
Grantee must comply with the federal or state law and implementing regulations. No provision of the Agreement
requires the Grantee 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 the Agreement violates or would require the Grantee to violate any law, the Grantee agrees to notify
SANDAG immediately in writing. Should this occur, SANDAG and the Grantee agree that they will make appropriate
arrangements to proceed with or, if necessary, terminate the Project or portions thereof expeditiously.
C. Significant Participation by a Subgrantee. Although the Grantee may delegate any or almost all Project
responsibilities to one or more subgrantees, the Grantee agrees that it, rather than any subgrantee, is ultimately
responsible for compliance with ail applicable laws, regulations, and this Agreement.
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City of Chula Vista
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D. Grantee's Responsibility to Extend Agreement Requirements to Other Entities
1. Entities Affected. Grantee agrees to take appropriate measures necessary to ensure that all Project
participants comply with all applicable Federal laws, regulations, and policies affecting Project
implementation. In addition, if an entity other than the Grantee is expected to fulfill any responsibilities
typically performed by the Grantee, the Grantee agrees to assure that the entity carries out the Grantee's
responsibilities as set forth in this Agreement.
2. Documents Affected. The applicability provisions of laws, regulations, and policies determine the extent to
which those provisions affect an entity (such as a subgrantee) participating in the Project through the
Grantee. Thus, the Grantee agrees to use a written document to ensure that each entity participating in the
Project complies with applicable laws, regulations, and policies.
a. Required Clauses. The Grantee agrees to use a written document (such as a subagreement, lease,
third party contract or other legally binding document) including all appropriate clauses stating the
entity's responsibilities under applicable laws, regulations, or policies.
b. Flowdown. The Grantee agrees to include in each document (subagreement, lease, third party
contract, or other) any necessary provisions requiring the Project participant (third party contractor,
subgrantee, . or other) to impose applicable laws, Agreement requirements and directives on its
subgrantees, lessees, third party contractors, and other Project participants at the lowest tier
necessary.
E. No SANDAG Obligations to Third Parties. In connection with the Project, the Grantee agrees that SANDAG shall
not be subject to any obligations or liabilities to any subgrantee, lessee, third party contractor, or other person or
entity that is not a party to the Agreement, for the Project. Notwithstanding that SANDAG may have concurred in or
approved any solicitation, subagreement, lease, or third party contract at any tier, SANDAG has no obligations or
liabilities to any entity other than the Grantee, including any subgrantee, lessee, or third party contractor at any tier.
F. Changes in Project Performance (I.e., Disputes, Breaches, Defaults, or Litigation). The Grantee agrees to notify
SANDAG immediately, in writing, of any change in local law, conditions (including its legal, financial, or technical
capacity), or any other event that may adversely affect the Grantee's ability.to perform the Project in accordance
with the terms of the Agreement. The Grantee also agrees to notify SANDAG immediately, in writing, of any current
or prospective major dispute, breach, default, or litigation that may adversely affect SANDAG's interests in the
Project; and agrees to inform SANDAG, also in writing, before naming SANDAG as a party to litigation for any
reason, in any forum. At a minimum, the Grantee agrees to send each notice to SANDAG required by this
subsection to SANDAG's Office of General Counsel.
G. Standard of Care. The Grantee expressly warrants that the work to be performed pursuant to this Agreement shall
be performed in accordance with the applicable standard care. Where approval by SANDAG, the Executive
Director, or other representative of SANDAG is indicated in the Scope of Work, it is understood to be conceptual
approval only and does not relieve the Grantee of responsibility for complying with all laws, codes, industry
standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry
standards, or the willfui misconduct of the Grantee or its subgrantees.
Section 3. Ethics
A Grantee Code of Conduct/Standards of Conduct. The Grantee agrees to maintain a written code of conduct or
standards of conduct that shall govern the actions of its officers, employees, board members, or agents engaged in
the award or administration of subagreements, leases, or third party contracts supported with TransNet Ordinance
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Standard TransNet Grant Agreement
City of Chula Vista
AGMT No. 5001590
assistance. The Grantee agrees that its code of conduct or standards of conduct shall specify that its officers,
employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary
value from any present or potential subgrantee, lessee, or third party contractor at any tier or agent thereof. Such a
conflict would arise when an employee, officer, board member, or agent, including any member of his or her
immediate family, partner, or organization that employs, or intends to employ, any of the parties listed herein has a
financial interest in the entity selected for award. The Grantee may set de minimis rules where the financial interest
is not substantial, or the gift is an unsolicited item of nominal intrinsic value. The Grantee agrees that its code of
conduct or standards of conduct shall also prohibit its officers, employees, board members, or agents from using
their respective positions in a manner that presents a real or apparent personal or organizational conflict of interest
or personal gain. As permitted by state or local law or regulations, the Grantee agrees that its code of conduct or
standards of conduct shall include penalties, sanctions, or other disciplinary actions for violations by its officers,
employees, board members, or their agents, or its third party contractors or subgrantees or their agents.
1. Personal Conflicts of Interest. The Grantee agrees that its code of conduct or standards of conduct shall
prohibit the Grantee's employees, officers, board members, or agents from participating in the selection,
award, or administration of any third party contract or subagreement supported by TransNet Ordinance
Assistance if a real or apparent conflict of interest would be involved. Such a conflict would arise when an
employee, officer, board member, or agent, including any member of his or her immediate family, partner, or
organization that employs, or intends to employ, any of the parties listed herein has a financial interest in the
firm selected for award.
2. Organizational Conflicts of Interest. The Grantee agrees that its code of conduct or standards of conduct
shall include procedures for identifying and preventing real and apparent organizational conflicts of interest
An organizational conflict of interest exists when the nature of the work to be performed under a proposed
third party contract or subagreement may, without some restrictions on future activities, result in an unfair
competitive advantage to the third party contractor or subgrantee or impair its objectivity in performing the
contract work.
B. SANDAG Code of Conduct. SANDAG has established policies concerning potential conflicts of interest These
policies apply to Grantee. For all awards by SANDAG, any practices which might result in unlawful activity are
prohibited including, but not limited to, rebates, kickbacks, or other unlawful considerations. SANDAG staff is
specifically prohibited from participating in the selection process when those staff have a close personal
relationship, family relationship, or past (within the last 12 months), present, or potential business or employment
relationship with a person or business entity seeking a contract It is unlawful for any contract to be made by
SANDAG if any individual board member or staff has a prohibited financial interest in the contract. Staff is also
prohibited from soliciting or accepting gratuities from any organization seeking funding from SANDAG. SANDAG's
officers, employees, agents, and board members shall not solicit or accept gifts, gratuities, favors, or anything of
monetary value from consultants, potential consultants, or parties to subagreements. By signing this Agreement,
Grantee affirms that it has no knowledge of an ethical violation by SANDAG staff or Grantee. If Grantee has any
reason to believe a conflict of interest exists with regard to the Agreement or the Project, it should notify the
SANDAG Office ot General Counsel immediately.
C. Bonus or Commission. The Grantee affirms that it has not paid, and agrees not to pay, any bonus or commission
to obtain approval of its TransNet Ordinance Assistance application for the Project.
D. False or Fraudulent Statements or Claims. The Grantee acknowledges and agrees that by executing the
Agreement for the Project, the Grantee certifies or affirms the truthfulness and accuracy of each statement it has
made, it makes, or it may make in connection with the Project.
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Standard TransNet Grant Agreement
City of Chula Vista
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Section 4. Amount of Funding Assistance
The Grantee agrees that SANDAG will provide TransNet Ordinance Assistance for the Project equal to the smallest of the
following amounts: (a) the "Maximum SANDAG Amount Approved" of $268,428 or (b) the amount calculated in
accordance with the "Maximum Percentage(s) of SANDAG Participation," which is 73% SANDAG's responsibility to make
payments under this Agreement is limited to the amounts listed in the Approved Project Budget for the Project. Grantee's
estimate in its application for funding from SANDAG for the Project is the amount that forms the basis upon which
SANDAG determines the "Maximum SANDAG Amount Awarded" and "Maximum Percentage(s) of SANDAG
Participation."
Section 5. Matching Funds
Grantee has proposed to provide matching funds for the Project and therefore agrees as follows:
A. Duty to Obtain Matching Funds. The Grantee agrees to provide sufficient funds or approved in-kind resources,
together with the TransNet Ordinance Assistance awarded, that will assure payment of the actual cost of each Project
activity covered by the Agreement for the Project. The amount of matching funds and percentage(s) of matching funds
Grantee shall provide are set forth in the Approved Project Budget. The Grantee agrees to complete all proceedings
necessary to provide its share of the Project costs at or before the time the matching funds are needed for Project costs.
B. Prompt Payment of Matching Funds. The Grantee agrees to provide the proportionate amount of the matching funds
promptly as it incurs Project costs or Project costs become due.
C. Reduction of Matching Funds. The Grantee agrees that no refund or reduction of the amount of matching funds may
be made unless, at the same time, a reduction of the proportional amount of the TransNet Ordinance Assistance provided
is made to SANDAG in order to maintain the Maximum Percentage(s) of SANDAG Participation.
Section 6. Approved Project Budget
Except to the extent that SANDAG determines otherwise in writing, the Grantee agrees as follows: The Grantee and
SANDAG have agreed to a Project budget that is designated the "Approved Project Budget." The Grantee will incur
obligations and make disbursements of Project funds only as authorized by the Approved Project Budget. An amendment
to the Approved Project Budget requires the issuance of a formal amendment to the Agreement, except that re-allocation
of funds among budget items or fiscal years that does not increase the total amount of the TransNel Ordinance Assistance
awarded for the Project and does not negatively impact the benefits obtained from the Project may be made consistent
with applicable laws, regulations, and policies. Prior SANDAG approval is required for transfers of funds from non-
construction to construction categories or vice versa or when, in non-construction grants, cumulative transfers of funds
between total direct cost categories exceed ten (10) percent of the total budget.
Section 7. Payments
A. Grantee's Request for Payment When Matching Funds Are Required. The Grantee will demonstrate or certify
that it will provide adequate matching funds that, when combined with payments from SANDAG, will cover all costs
to be incurred for the Project. Except to the extent that SANDAG determines, in writing;' that the Grantee may defer
its provision of its matching funds for the Project, a Grantee required under the terms of this Agreement to provide
matching funds for the Project agrees that it will not:
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Standard TransNet Grant Agreement
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1. Request or obtain matching funds exceeding the amount justified by the matching share previously provided,
or
2. Take any action that would cause the proportion of TransNet Ordinance Assistance made available to the
Project at any time to exceed the percentage authorized by the Agreement for the Project.
B. Payment by SANDAG. Upon receiving a request for payment and adequate supporting information, SANDAG will
make payment for eligible amounts to Grantee within 30 days if Grantee has complied with the requirements of the
Agreement, has satisfied SANDAG that the TransNet Ordinance Assistance requested is needed for Project
purposes in that requisition period, and is making adequate progress toward Project completion consistent with
SANDAG Board Policy 035 (Use It or Lose It Policy (Exhibit C)). After the Grantee has demonstrated satisfactory
compliance with the preceding requirements, SANDAG may reimburse the Grantee's apparent allowable costs
incurred (or to be incurred in the requisition period), as set forth in the Approved Project Budget for the Project.
SANDAG encourages Grantee to use the Sample Invoice template, attached hereto as Exhibit D, when submitting
invoices to SANDAG. SANDAG shall retain ten percent (10%) from the amounts invoiced until satisfactory
completion of work. SANDAG shall promptly pay retention amounts to Grantee following Grantee's satisfactory
completion of work, receipt of Grantee's final invoice and all required documentation.
C Costs Reimbursed. The Grantee agrees that Project costs eligible for TransNet Ordinance Assistance must
comply with all the following requirements. Except to the extent that SANDAG determines otherwise, in writing, to be
eligible for reimbursement, Project costs must be:
1. Consistent with the Project Description, the Approved Project Budget, and other provisions of the Agreement,
2. Necessary in order to accomplish the Project,
3. Reasonable for the goods or services purchased,
4. Actual net costs to the Grantee (i.e., the price paid minus any refunds, rebates, or other items of value
received by the Grantee that have the effect of reducing the cost actually incurred, excluding program
income),
5. Incurred for work performed after the Effective Date of the Agreement, and following Grantee's receipt of a
Notice to Proceed from SANDAG,
6. Satisfactorily documented,
7. Treated consistently in accordance with accounting principles and procedures approved by SANDAG for the
Grantee, and with accounting principles and procedures approved by the Grantee for its third party
contractors and subgrantees, and
8. Eligible for TransNet Ordinance Assistance as part of the EMP .
9. Expended allowable indirect costs, including overhead, only if the Grantee has an approved indirect cost
allocation plan and prior written approval has been obtained from SANDAG.
D. Excluded Costs
1. In determining the amount of TransNet Ordinance Assistance SANDAG will provide for the Project, SANDAG
will exclude:
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a. Any Project cost incurred by the Grantee before the Effective Date of the Agreement or Amendment
thereto;
b. (b) Any cost that is not included in the latest Approved Project Budget;
c. Any cost for Project property or services received in connection with a subagreement, lease, third party
contract, or other arrangement that is required to be, but has not been, concurred in or approved in
writing by SANDAG;
d. Any cost ineligible for SANDAG participation as provided by applicable laws, regulations, or policies.
2. The Grantee understands and agrees that payment to the Grantee for any Project cost does not constitute
SANDAG's final decision about whether that cost is allowable and eligible for payment under the Project and
does not constitute a waiver of any violation by the Grantee of the terms of the Agreement for the Project.
The Grantee acknowledges that SANDAG will not make a final determination about the allowability and
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 SANDAG or its Independent Taxpayers' Oversight Committee (ITOC) has been
completed, whichever occurs latest. If SANDAG determines that the Grantee is not entitled to receive any
portion of the TransNet Ordinance Assistance requested or paid, SANDAG will notify the Grantee in writing,
stating its reasons. The Grantee agrees that Project closeout will not alter the Grantee's responsibility to
return any funds due SANDAG as a result of later refunds, corrections, or other similar transactions; nor will
Project closeout alter SANDAG's right to disallow costs and recover funds provided for the Project on the
basis of a later audit or other review.
E. Federal Claims, Excess Payments, Disallowed Costs, including Interest
1 Grantee's Responsibility to Pay. Upon notification to the Grantee that specific amounts are owed to
SANDAG, whether for excess payments of TransNet Ordinance Assistance, disallowed costs, or funds
recovered from third parties or elsewhere, the Grantee agrees to remit to SANDAG promptly the amounts
owed, including applicable interest, penalties, and administrative charges.
Section 8. Accounting Records
In compliance with applicable laws, regulations, and policies, the Grantee agrees as follows:
A. Project Accounts. The Grantee agrees to establish and maintain for the Project either a separate set of accounts
or separate accounts within the framework of an established accounting system that can be identified with the
Project. The Grantee also agrees to maintain all checks, payrolls, invoices, contracts, vouchers, orders, or other
accounting documents related in whole or in part to the Project so that they may be clearly identified, readily
accessible, and available to SANDAG upon request and, to the extent feasible, kept separate from documents not
related to the Project.
B Documentation. of Project Costs and Program Income. Except to the extent that SANDAG determines
otherwise, in writing, the Grantee agrees to support all costs charged to the Project, including any approved services
or property contributed by the Grantee or others, with properly executed payrolls, time records, invoices, contracts,
or vouchers describing in detail the nature and propriety of the charges, including adequate records to support the
costs the Grantee has incurred underlying any payment SANDAG has agreed to participate in based upon a
"payable" milestone.
FY 10111
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Section 9. Reporting, Record Retention, and Access
A Types of Reports. The Grantee agrees to submit to SANDAG all reports required by laws and regulations, policies,
this Agreement, and any other reports SANDAG may specify.
B. Report Formats. The Grantee agrees that all reports and other documents or information intended for public
availability developed in the course of the Project and required to be submitted to SANDAG must be prepared and
submitted in electronic and or typewritten hard copy formats as SANDAG may specify. SANDAG reserves the right
to specify that records be submitted in particular formats.
C. Record Retention. During the course of the Project and for three years thereafter from the date of transmission of
the final expenditure report, the Grantee agrees to maintain, intact and readily accessible, all data, documents,
reports, records, contracts, and supporting materials relating to the Project as SANDAG may require.
D. Access to Records of Grantees.and Subgrantees. The Grantee agrees to permit, and require its subgrantees to
permit, SANDAG 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 Grantee and its subgrantees pertaining to the
Project.
E. Project Closeout. The Grantee agrees that Project closeout does not alter the reporting and record retention
requirements of this Agreement.
F. Quarterly Reports. It shall be the responsibility of Grantee to advise SANDAG on a quarterly basis of the progress
of its work, expenditures incurred, and information regarding whether the Project is projected to comply with the fee
payment schedule and Project budget limits. The quarterly progress report shall be submitted in writing to SANDAG.
Grantee shall document the progress and results of work performed under this Agreement to the satisfaction of
SANDAG and, if applicable, to the satisfaction of any government agency as directed by SANDAG. This may
include progress and final reports, plans, specifications, estimates, or other evidence of attainment of this
Agreement objectives, which are requested by SANDAG or the Independent Taxpayers Oversight Committee
(ITOC). Grantee may be required to attend meetings of SANDAG staff and committees, including ITOC, to report on
its progress and respond to questions.
Section 10. Project Completion, Audit, Settlement, and Closeout
A Project Completion. Within ninety (90) calendar days following Project completion or termination by SANDAG, the
Grantee agrees to submit a final certification of Project expenses and audit reports, as applicable.
B. Audit of Grantee. The Grantee agrees to have performed financial and compliance audits SANDAG may require. If
performed, these financial and compliance audits must comply with the provisions of OMB Circular A-133, Revised,
"Audits of States, Local Governments, and Non-Profit Organizations," the latest OMB A-133 Compliance
Supplement for U.S. DOT, and any further revision or supplement thereto. The Grantee also agrees to obtain any
other audits required by SANDAG The Grantee agrees that these audits will be conducted in accordance with U.S.
Government Accountability Office, (U.S. GAO) "Government Auditing Standards." The Grantee agrees that Project
closeout will not alter the Grantee's audit responsibilities. Audit costs are allowable Project costs.
e. Performance Audit. The Grantee agrees to cooperate with SANDAG or the ITOe with regard to any performance
audit that is performed pursuant to the TransNet Ordinance on the Project.
D. Project Closeout. Project closeout occurs when SANDAG notifies the Grantee that SANDAG has closed the
Project, and either forwards the final TransNet Ordinance Assistance payment or acknowledges that the Grantee
has remitted the proper refund. The Grantee agrees that Project closeout by SANDAG does not invalidate any
FY 10/11 8 Standard TransNet Grant Agreement
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City of Chula Vista
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continuing requirements imposed by the Agreement or any unmet requirements set forth in a written notification
from SANDAG.
Section 11. Timely Progress and Right of SANDAG to Terminate
A. Grantee shall make diligent and timely progress toward completion of the Project within the timelines set forth
in the Project Schedule (Exhibit B). If timely progress is not achieved, SANDAG may review the status of the
Project to determine if the funds should be reallocated to another eligible project. Grantee understands and
agrees that any failure to make reasonable progress on the Project or violation of the Agreement that
endangers substantial performance of the Project shall provide sufficient grounds for SANDAG to terminate
the Agreement for the Project.
B. Upon written notice, the Grantee agrees that SANDAG may suspend or terminate all or any part of the
TransNet Ordinance Assistance to be provided for the Project if the Grantee has violated the terms of this
Agreement, or if SANDAG determines that the purposes of the laws or policies authorizing the Project would
not be adequately served by the continuation of TransNet Ordinance Assistance for the Project.
C. In general, termination of TransNet Ordinance Assistance for the Project will not invalidate obligations properly'
incurred by the Grantee before the termination date to the extent those obligations cannot be canceled. If,
however, SANDAG determines that the Grantee has misused TransNet Ordinance Assistance by failing to
make adequate progress, failing to make reasonable and appropriate .use of Project property, or failing to
comply with the terms of this Agreement, SANDAG reserves the right to require the Grantee to refund the
entire amount of TransNet Ordinance Assistance provided for the Project or any lesser amount as SANDAG
may determine.
D. Expiration of any Project time period established in the Project Schedule will not, by itself, automatically
constitute an expiration or termination of this Agreement for the Project, however, Grantee must request and
SANDAG must agree to amend the contract if the Project Schedule will not be met. An amendment to the
Project Schedule may be made at SANDAG's discretion if Grantee provides documentation that the Project is
delayed due to factors external to the control of Grantee.
Section 12. Civil Rights
The Grantee agrees to comply with all applicable civil rights laws, regulations and policies. These include, but are not
limited to, the following:
A. Nondiscrimination - The Grantee agrees to comply, and assures the compliance of each subgrantee, lessee, or
third party contractor at any tier of the Project, with all provisions prohibiting discrimination on the basis of race,
color, gender, religion, disability, or national origin under either Title VI of the Civil Rights Act of 1964, the Americans
with Disabilities Act or the California Fair Employment and Housing Act as amended.
B. Equal Employment Opportunity. Grantee agrees to take affirmative action to ensure that applicants are employed
and that employees are treated during employment without regard to their race, color, religion, sex, disability, age, or
national origin. Such action shall include, but not be limited to, employment, upgrading, demotions or transfers,
recruitment or recruitment advertising, layoffs or terminations, rates of payor other forms of compensation, and
selection for training, including apprenticeship.
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Section 13. Ownership of Work Product
SANDAG shall own any deliverables created in whole or in part for SANDAG's benefit pursuant to the Scope of Work for
the Project. The term "deliverables" includes, but is not limited to, all original drawings, reports, and other documents,
including detailed calculations and other work product developed for the Project or services performed on the Project.
Section 14. Disputes and Venue
A. Choice of Law. This Agreement shall be interpreted in accordance with the laws of the State of California.
B. Dispute Resolution Process. In the event Grantee has a dispute with SANDAG during the performance of this
Agreement, Grantee shall continue to perform unless SANDAG informs Grantee in writing to cease performance.
The dispute resolution process for disputes arising under this Agreement shall be as follows:
.
Grantee shall submit a statement of the grounds for the dispute, including all pertinent dates, names of
persons involved, and supporting documentation, to SANDAG's Project Manager. The Project Manager and
other appropriate SANDAG staff will review the documentation in a timely manner and reply to Grantee within
20 days. Upon receipt of an adverse decision by SANDAG, Grantee may submit a request for reconsideration
to SANDAG's Executive Director. The request for reconsideration must be received within 10 days from the
postmark date of SANDAG's reply. The Executive Director will respond to the request for reconsideration
within 10 working days. The decision of the Executive Director will be final and in writing.
2. If Grantee is dissatisfied with the results following exhaustion of the above dispute resolution procedures,
Grantee shall make a written request to SANDAG for mediation with ten days from the postmark ot
SANDAG's reply. SANDAG shall respond to a request for mediation within thirty (30) calendar days. If
SANDAG agrees mediation is appropriate, a mutually-acceptable mediator shall be selected by the parties,
and.the parties will proceed to mediation of the dispute.
C Venue. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a
state or federal court situated in the County of San Diego, State of California. In the event of any such litigation
between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including
reasonable attorney's fees, litigation and collection expenses, witness fees, and court costs as determined by the
court.
Section 15. Assignment
The Grantee agrees that Grantee shall not assign, sublet, or transfer (whether by assignment or novation) this Agreement
or any rights under or interest in this Agreement.
Section 16. Insurance
Grantee shall procure and maintain during the period of performance of this Agreement, and for 12 months following
completion, policies of insurance from insurance companies authorized to do business in the State of California or the
equivalent types and amounts of self-insurance, as follows:
A. General Liability. Combined single limit of $1,000,000 per occurrence and $2,000,000 general aggregate for
personal and bodily injury, including death, and broad form property damage. The policy must include an acceptable
"Waiver of Transfer Rights of Recovery Against Others Endorsement." The policy must name SANDAG as an
additional insured in the endorsement. A deductible or retention may be utilized, subject to approval by SANDAG.
FY 10/11
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Standard TransNet Grant Agreement
City of Chula Vista
AGMT No 5001590
B. Automobile Liability. For personal and bodily injury, including death, and property damage in an amount not less
than $1,000,000.
C. Workers' Compensation and Employer's Liability', Policy must comply with the laws of the State of California.
The policy must include an acceptable "Waiver of Right to Recover From Others Endorsement" naming SANDAG
as an additional insured.
. D. Other Requirements. Grantee shall furnish satisfactory proof by one or more certificates (original copies) that it has
the foregoing insurance. The insurance shall be provided by an acceptable insurance provider, as determined by
SANDAG, which satisfies the following minimum requirements:
1. An insurance carrier qualified to do business in California and maintaining an agent for service of process
within the state. Such insurance carrier shall maintain a current A.M. Best rating classification of "A-" or
better, and a financial size of "$10 million to $24 million (Class V) or better," or
2. An insurance carrier qualified to do business in California and a policy provision for an agent for service of
process in California.
3. Certificates of insurance shall be filed with SANDAG. These policies shall be primary insurance as to
SANDAG so that any other coverage held by SANDAG shall not contribute to any loss under Grantee's
insurance. Each insurance policy shall contain a clause which provides that the policy may not be canceled
without fir~t giving thirty (30) days advance written notice to SANDAG. For purposes of this notice
requirement, any material change in the policy prior to its expiration shall be considered a cancellation.
Section 17. Indemnification and Hold Harmless
A. Generally, With regard to the Grantee's performance in connection with or incidental to the Project, the Grantee
agrees to defend, indemnify, protect, and hold SANDAG and its agents, officers and employees harmless from and
against any and all claims asserted or liability established for damages or injuries to any person or property,
including injury to the Grantee's or its subgrantees' employees, agents, or officers, which arise from or are
connected with or are caused or claimed to be caused by the negligent, reckless, or willful acts or omissions of the
Grantee and its subgrantees and their agents, officers, or employees, in performing the work or services herein, and
all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that
the Grantee's duty to indemnify and hold harmless shall not include any claims or liability arising from the
established sole negligence or willful misconduct of SANDAG, its agents, officers, or employees.
B. Intellectual Property. Upon request by SANDAG, the Grantee agrees to indemnify, save, and hold harmless
SANDAG and its officers, agents, and employees acting within the scope of their official duties against any liability,
including costs and expenses, resulting from any willful or intentional violation by the Grantee of proprietary rights,
copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of
any data furnished under the Project. The Grantee shall not be required to indemnify SANDAG for any such liability
caused solely by the wrongful acts of SANDAG employees or agents.
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Section 18. Independent Contractor
A. Status of Grantee. Grantee shall perform the services provided for within this Agreement as an independent
contractor, and not as an employee of SANDAG. Grantee shall be under the control of SANDAG as to the result to
be accomplished and not the means, and shall consult with SANDAG as provided for in the Scope of Work. The
payments made to Grantee pursuant to this Agreement shall be the full and complete compensation to" which
Grantee is entitled. SANDAG shall not make any federal or state tax withholdings on behalf of Grantee. SANDAG
shall not be required to pay any workers' compensation insurance on behalf of Grantee. Grantee agrees to
indemnify SANDAG for any tax, retirement contribution, social security, overtime payment, or workers'
compensation payment which SANDAG may be required to make on behalf of Grantee or any employee of Grantee
for work done under this Agreement.
B. Actions on behalf of SANDAG. Except as SANDAG may specify in writing, Grantee shall have no authority,
express or implied, to act on behalf of SANDAG in any capacity whatsoever, as an agent or otherwise. Grantee shall
have no authority, express or implied, to bind SANDAG or its members, agents, or employees, to any obligation
whatsoever, unless expressly provided in this Agreement.
Section 19. Integration
This Agreement represents the entire understanding of SANDAG and Grantee as to those matters contained in it. No prior
oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This
Agreement may not be modified or altered except in writing, signed by SANDAG and the Grantee.
Section 20. Severability
If any provision of this Agreement is determined invalid, the remainder of that Agreement shall not be affected if that
remainder would continue to conform to the requirements of applicable laws or regulations.
Section 21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the
same in any United States Post Office, registered or certified, postage prepaid, addressed to:
San Diego Association of Governments
401 B Street, Suite 800 .
San Diego, CA 92101
Attn: Keith Greer
Grantee:
City of Chula Vista
Attn: Glen Laube
276 Fourth Ave
Chula Vista, CA 91910
and shall be effective upon receipt thereof.
Section 22. Signatures
The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on
behalf of their respective legal entities.
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Standard TransNet Grant Agreement
City of Chula Vista
AGMT No. 5001590
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.
SAN DIEGO ASSOCIATION
OF GOVERNMENTS
CITY OF CHULA VISTA
James D. Sandoval
City Manager
GARY L. GALLEGOS
Executive Director
APPROVED AS TO FORM:
OFFICE OF GENERAL COUNSEL
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Standard TransNet Grant Agreement
City of Chula Vista
Project No. 5001590
EXHIBIT A
SCOPE OF WORK
Task 1 - Pre-Implementation Monitoring
a. Permanent photo points will be established at each restoration and enhancement area to document weed
control efforts. Photos will be taken prior to implementation.
b. The boundaries of the restoration areas will be delineated in the field.
Task 2 - Site Preparation (Dethatching)
a. Areas dominated by non-native annuals will be dethatched using weed whips. Dethatching includes cutting
dried weedy material, raking the material into piles and then composting on-site. Composting of weedy
material on-site will save labor costs of hand carrying the material away from the restoration areas.
Task 3 - Maintenance/Follow-up weed control
a. Hand weeding will be done around San Diego thornmint populations to reduce weed competition.
b. In areas not occupied by sensitive species, newly germinated weeds will be controlled using glyphosate or a
grass specific herbicide prior to seed set.
Task 4 - Seed Collection and Redistribution
a. After the fruits of Otay tarplant and San Diego thornmint have ripened each season seeds will be collected and
redistributed within suitable habitat to increase population sizes and the area occupied by each species.
b. Collect native grass seed for propagation of container plants (rose pots).
Task 5 - Needlegrass Planting
a. Approximately 6,000 purple needlegrass plants will be propagated from seed and planted in areas formerly
dominated by non-native grasses during the second year of the project.
Task 6 - Annual Monitoring
a. Photographs will be taken from the same location each year in spring to document changes in weed cover and
sensitive plant populations.
b. Population estimates of Otay tarplant and San Diego thornmint will be conducted annually at each restoration
site to assess the response of these populations to the weed control program.
c. Cover of native grasses and bulbs will be estimated at each site annually. Cover will be estimated using the
rei eve method.
Task 7 - Reporting
a. Progress reports will be prepared quarterly to document enhancement activities each year in December,
March, June and September (annual report).
b. Prepare an Annual Report (due September 1) that summarizes enhancement efforts and monitoring results.
The report will include management recommendations for the next season.
c. The final report (Year 3) will discuss monitoring results and will include a discussion of future management
needs for Otay tarplant and San Diego thorn mint in the restoration and enhancement areas as well as the
surrounding Preserve.
Task 8 - Miscellaneous Consultant Expenses
a. Hand tools, herbicides, and printing.
Task 9 - City of Chula Vista Contract Administration
a. Public 'O~treach/Public Participation
b. Oversee biological contractor
c. Prepare and submit quarterly progress reports to be submitted to SANDAG
d. Contract administration/invoice review
Task 10 - Fence Installation
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City of Chula Vista
AGMT No. 5001590
a. Install protective fencing around the restoration and enhancement areaS to prohibit unauthorized
encroachment.
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Standard TransNet Grant Agreement
City of Chula Vista
Project No. 5001590
EXHIBIT B
PROJECT SCHEDULE AND APPROVED PROJECT BUDGET
:",',.",,;<:~,~~ ,.._. -,,:..,~_~,,'.." .W.tI!!..
Pre-1m lementation Monitorin : Tasks 1a,b
Site Pre aration: Tasks 2a
Seed Collection 4a, b
Maintenance/Follow-u Weed Control: Tasks 3a,b
Annual Monitorin : Tasks 6a,b,c
Quarterl Re arts: Task 7a
Re art 1
Re art 2
Re ort3
Annual Re art: Task 7b
Cit Administrative: Tasks 9a,b,c
Fence Installation: 10c
.'~i'~."-~ -'''''
Maintenance/Follow-u Weed Control: Tasks 3a,b
Annual Monitorin : Tasks 6a,b,c
Needle rass Plantin : Task 5a
Quarterl Re arts: Task 7a
Re art 1
Re ort2
Re art 3
Annual Re art: Task 7b
Clt Administrative: Tasks 9a,b,c
08/15/2011
09/01/2011
051112011
11/01/2011
04/01/2012
08/30/2011
10/29/2011
08/1/2011
11/30/2012
06/30/2012
12/01/2011
03/01/2012
06/01/2012
09/01/2012
09/01/2012
09/01/2012
12/31/2011
03/31/2012
06/30/2012
09/30/2012
11/30/2012
11/30/2012
12/01/2012
04/01/2013
11/01/2012
11/30/2013
06/30/2013
1/30/2013
12/01/2012
03/01/2013
06/01/2013
09/01/2013
12/01/2012
12/31/2012
03/31/2013
06/30/2013
09/30/2013
11/30/2013
Maintenance/Follow-u Weed Control: Tasks 3a,b
Annual Monitorin : Tasks 6a,b,c
Quarterl Re arts: Task 7a
Re art 1
Re ort2
Re art 3
Final Re art: Task 7c
Cil Administrative: Tasks 9a,b,c
12/01/2013
09/01/2014
11/30/2014
09/31/2014
12/01/2013
03/01/2014
06/01/2014
09/01/2014
12/01/2013
12/31/2013
03/31/2014
06/30/2014
09/30/2014
11/30/2014
16
3-22
City of Chula Vista
AGMT No. 5001590
I
Total Project
Task Number / Name Costs Total Match Year 1 Grant Request Year 1 Match
1 a,b Pre-Implementation
monitorin $10,240 $0 $10,240 $0
2.Site Preparation (Dethatch) $33,112 $0 $33,112 $0
3 a,b Maintenance/Follow-up weed
control $66,920 $0 $26,720 $0
4 a,b Seed
Collection/Redistribution $30,614 $0 $12,992 $0
6 a,b,c Annual Monitoring $37,248 $0 $12,384 $0
7 a,b Reporting/Deliverables $28,252 $0 $9,178 $0
8 Consultant Expenses $14,500 $0 $3,000 $0
9 City Contract Administration $17,675 $17,675 $0 $5,303
10 a Fence Installation $30,000 $0 $30,000 $0
To/a/ Year 1 Gran/ Reques $137,626
, -
Total Project
Task Number / Name Costs Total Match Year 2 Grant Request Year 2 Match
3 a,b Maintenance/Follow-up weed
control $66,920 $0 $25,382 $0
4 a,b Seed
Collection/Redistribution $30,614 $0 $10,695 $0
5 Planting $17,542 $0 $17,542 $0
6 a,b,c Annual Monitoring $37,248 $0 $13,265 $0
7 a,b Reporting/Deliverables $28,252 $0 $9,832 $0
8 Consultant Expenses $14,500 $0 $9,000 $0
9 City Contract Administration $17,675 $17,675 $0 $3,535
To/al Year 2 Grant Reques $85,716
";r:" .i?,;r"~..-""
Task Number / Name Total Project Year 3 Grant
Costs Total Match Request Year 3 Match
3 a,b Maintenance/Follow-up weed
control $66,920 $0 $14,818 $0
4 a,b Seed
Collection/Redistribution $30,614 $0 $6,927 $0
6 a,b,c Annual Monitoring $37,248 $0 $11,599 $0
7 a,b Reporting/Deliverables $28,252 $0 $9,242 $0
8 Consultant Expenses $14,500 $0 $2,500 $0
9 City Contract Administration $17,675 $17,675 $0 $8,837
Total Year 3 Grant Reques $45,086
17
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City of Chula Vista
Project No. 5001590
EXHIBIT C
USE IT OR LOSE IT POLICY
CSAlMI!~~
BOARD POLICY NO. 035
COMPETITIVE GRANT PROGRAM PROCEDURES
Applicability and Purpose of Policy
This Policy applies to the following grant programs administered through SANDAG, whether from
TransNet or another source: Smart Growth Incentive Program, Environmental Mitigation Program,
Bike and Pedestrian Program, Senior Mini Grant Program, Job Access Reverse Commute, New
Freedom, and Section 5310 Elderly & Persons with Disabilities Transportation Program.
Nothing in this POlicy is intended to supersede federal or state grant rules, regulations, statutes, or
contract documents that conflict with the requirements in this Policy. There are never enough
government grant funds to pay for all of the projects worthy of funding in the San Diego region.
for this reason, SANDAG awards grant funds on a competitive basis that takes the grantees' ability
to perform their proposed project on a timely basis into account. SANDAG intends to hold grantees
accountable to the project schedules they have proposed in order to ensure fairness in the
competitive process and encourage grantees to get their projects implemented quickly so that the
public can benefit from the project deliverables as soon as possible.
Procedures
1. Project Milestone and Completion Deadlines
1.1. When signing a grant agreement for a competitive program funded andior
administered by SANDAG, grant recipients must agree to the project delivery objectives and
schedules in the agreement. In addition, a grantee's proposal must contain a schedule that
falls within the following deadlines. Failure to meet the deadlines below may result in
revocation of all grant funds not already expended. The final invoice for capital. planning,
or operations grants must be submitted prior to the applicable deadline.
1.1.1. funding for Capital Projects. If the grant will fund a capital project, the
project must be completed according to the schedule provided in the grant
agreement, but at the latest. any necessary construction contract must be awarded
within two years following execution of the grant agreement, and construction
must be completed within eighteen months following award of the construction
contract. Completion of construction for purposes of this policy shall be when the
prime construction contractor is relieved from its maintenance responsibilities. If no
construction contract award is necessary, the construction project must be complete
within eighteen months following execution of the grant agreement.
1.1.2. funding for Planning Grants. If the grant will fund planning, the project
must be completed according to the schedule provided in the grant agreement, but
at the latest, any necessary consultant contract must be awarded within one year
following execution of the grant agreement, and the planning project must be
complete within two years following award of the consultant contract. Completion
of planning for purposes of this policy shall be when grantee approves the final
planning project deliverable. If no consultant contract award is necessary, the
18
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City of Chula Vista
AGMT No 5001590
planning project must be complete within two years of execution of the grant
agreement
1.1.3 Funding for Operations Grants. If the grant will fund operations, the project
must be completed according to the schedule provided in the grant agreement, but
at the latest, any necessary services contract for operations must be awarded within
one year following execution of the grant agreement, and the operations must
commence within six months following award of the operations contract. If no
services contract for operations is necessary, the operations project must commence
within one year of execution of the grant agreement.
1.1.4 Funding for EqUipment or Vehicles Grants. If the grant will fund equipment
or vehicles, the project must be completed according to the schedule provided in the
grant agreement, but at the latest, any necessary purchase contracts for equipment
or vehicles must be awarded within one yearfollowmg executIon of the grant
agreement, and use of the equipment or vehicles for the benefit of the public must
commence within six months following award of the purchase contrad.
2. Project Milestone and Completion Deadline Extensions
2. L Schedules within grant agreements may include project scopes and schedules that
will identify interim milestones in addition to those described in Section 1 of this Policy.
Grant'recipie~ts may ~eceive extensions on their project schedules of up to six months for
good cause. Extensions of up to six months aggregate that would not cause the project to
miss a completion deadline in Section 1 may be approved by the SANDAG Executive
Director. Extensions beyond six months aggregate or that would cause the project to miss a
completion deadline in S~ction 1 must be approved by the Policy Advisory Committee that
has been delegated the necessary authority by the Board. For an extension to be granted
under this Section 2, the following conditions must be met:
2.1.1. For extension requests of up to six months, the grantee must request the
extension in writing to the SANDAG Program Manager at least two weeks prior to
the earliest project schedule milestone deadline for which an extension is being
requested. The Executive Director or designee will determine whether the extension
should be granted. The Executive Director's action will be reported out to the Board
in following month's report of delegated actions.
2_1.2_ A grantee seeking anextensiol1 must document previous efforts undertaken
to maintain the project schedule, explain the reasons for the delay, explain why the
delay is unavoidable, and demonstrate an ability to succeed in the extended time
frame the grantee proposes.
2.1.3. If the Executive Director denies an extension request under this Section 2,
the grantee may appeal within ten business days of receiving the Executive
Director's response to the responsible Policy Advisory Committee by sending the
appeal to the SANDAG Program Manager.
2.1.4. Extension requests that are rejected by the Policy Advisory Committee will
result in termination of the grant agreement and obligation by the grantee to
return to SANDAG any unexpended funds within 30 days. Unexpended funds are
funds for project costs not incurred prior to rejection of the extension request by the
Policy Advisory Committee.
19
3-25
City of Chula Vista AGMT No. 5001590
3. Project Delays and Extensions in Excess of Six Months
3_1- Requests for extensions in excess of six months, or that will cause a project to miss a
completion deadline in Section 1 (including those projects that were already granted
extensions by the Executive Director and are again falling behind schedule), will be
considered by the Policy Advisory Committee upon request to the SANDAG Program
Manager.
32 A grantee seeking an extension must document previous efforts undertaken to
maintain the project schedule, explain the reasons for the delay, explain why the delay is
unavoidable, and demonstrate an ability to succeed in the extended time frame the grantee
proposes. The grantee must provide the necessary information to SANDAG staff to place in
a report to the Policy Advisory Committee. If sufficient time is available, and the grant
utilized TransNet funds, the request will first be taken to the Independent Taxpayer
Advisory Committee (ITOC) for a recommendation. The grantee should make a
representative available at the meeting to present the information to, and/or answer
questions from, the ITOC and Policy Advisory Committee.
3.3 The PolICY Advisory Committee will only grant an extension under this Section 3 for
extenuating circumstances that the grantee could not have reasonably foreseen.
4. Resolution and Execution of the Grant Agreement
4.1 Two weeks prior to the review by the Policy Advisory Committee of the proposed
grants, prospective grantees must submIt a resolution from their authorized governing body
that includes the provisions in this Subsection 4.1. Failure to provide a resolution that meets
the requirements in this Subsection 4.1 will result in rejection of the application and the
application will be dropped from consideration with funding going to the next project as
scored by the evaluation committee. In order to assist grantees in meeting this resolution
deadline, when SANDAG issues the call for projects it will allow at least 90 days for grant
application submission_
4.1.1 Grantee governing body commits to providing the amount of matching
funds set forth in the grant application.
4.1.2 Grantee governing body authorizes staff to accept the grant funding and
execute a grant agreement if an award is made by SANDAG.
42 Grantee's authorized representative must execute the grant agreement within 45
days from the date SANDAG presents the grant agreement to the prospective grantee for
execution. failure to meet the requirements in this Subsection 42 may result in revocation
of the grant award.
5. Increased Availability of Funding Under this Policy
5.1. Grant funds made available as a result of the procedures in this Policy may be
awarded to the next project on the recommended project priority list from the most recent
project selection process, or may be added to the funds available for the next project
funding cycle. at the responsible Policy Advisory Committee's discretion. Any project that
loses funding due to failure to meet the deadlines specified in this Policy may be
resubmitted to compete for funding in a future call for grant applications.
Adopted: January 2010
20
3-26
City of Chula Vista
Project No. 5001590
EXHIBIT D
SAMPLE INVOICE
1---I----l--1-~--- 1---- ----$------ ---------I~------- --l-~--------_=_j---------
==~\::.-== =- -=l====-==-E _ -.:-=--~-- --==--=- -----------~:-:. ~-~- ~- { -- -~-==~==-==-
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SAN6A.G-~ Grant Number; ########
- 401-';-B;;-Stre~S-uite 800 Project Name: NAME OF GRANT
~ ~fanDieg~A9210~1 4231
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ORGAN IZATION
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Grant Invoice Num-ber:
-1 sfiiln!;3 -Period:
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~ Description of Task $ $ $ $ $ $
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--8-- DescriPiTonoffa~ $ $ -$ $ $ $
9 Description o~f Task $ $ $ $ $ $
bescri~;ti6n oTTask $ $ $ $ $ $
-----i Total: I $ I $ $
I ~ Total curre1nt Expendl~ures $
__ _ Pre\llous 10% Withheld $
~ Total Amount Due this Im,olce - $
__ -=1- - =~- ~r=:I=~=f=--$-- - -=$ -==1
CERTIFICATION OF GRANTEE
I hereby certify that the above costs were Incurred In performance of the work required underttle afrrangement oftha grant and are conslsent with th:~ - -~-------
__ !,~unts eVldenc~ bysupportlng ~.!!:'~d expendl!..~res -~~.~---_.
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-Oelh.erables:
Summary of Deli-..erables Provided with In\Oice
21
RESOLUTION NO. 2011-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE FORMAL CONSULTANT
SELECTION PROCESS, APPROVING A TWO-PARTY
AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND
RECON ENVIRONMENTAL INC., TO PERFORM
BIOLOGICAL CONSULTING SERVICES FOR THE CENTRAL
CITY PRESERVE OTAY TARPLANT AND SAN DIEGO
THORNMINT RESTORATION AND ENHANCEMENT
PROGRAM, AND AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AGREEMENT
WHEREAS, the City is responsible for the management and protection of Covered
Species within the City's Central City Preserve Management Area (Central City PMA); and
WHEREAS, on August 24, 2010, the San Diego Association of Governments
(SANDAG) Board of Directors approved the City's grant proposal and awarded the City a grant
in the amount of $268,428 to implement a 3- Year Otay tarplant and San Diego thornmint habitat
restoration and enhancement program; and
WHEREAS, Recon Environmental Incorporated (Consultant) previously conducted the
baseline biological resources surveys for the Central City PMA; and
WHEREAS, the Consultant previously prepared the Central City Area Specific
Management Directives which provide guidelines for the protection, maintenance, and
management of the biological resources contained within the Central City PMA to ensure that
Covered Species are adequately protected; and
WHEREAS, in accordance with CVMC 2.56.070, the Consultant was solely selected
based upon this experience and unique understanding of the Central City PMA and the fact that it
has consistently demonstrated that it possesses the qualifications required to perform the services
outlined in the detailed scope of work; and
WHEREAS, in accordance with Council Policy 102-05, the scope of services to be
provided by Consultant is not similar in scope to those of separate contracts under which
Consultant currently provides services to the City; and
WHEREAS, staff recommends waiving the formal bid process as impractical due to the
Consultant's familiarity and unique understanding of the Central City PMA as it applies to this
project.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby waive the formal selection consultant process.
3-28
Resolution No.
Page 2
BE IT FURTHER RESOLVED that the City Council does hereby approve the two-party
agreement with Recon Environmental, Inc. and the City of Chula Vista for consulting services on
the Central City Otay Tarplant and San Diego Thornmint Restoration and Enhancement Program
and authorizes the City Manager to execute the Agreement and all related documents in
conjunction with implementing the Agreement.
Presented by
Gary Halbert, P.E., AICP
Assistant City Manager / Development
Services Director
Approved as to form by
~ ~@t~
;fQ~t:; ~WS_O'":l0
3-29
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
4
~-(Q~--~5)
~len R. Googins:C: --_::--
City Attorney
Dated: ?)-I Z- II
AGREEMENTBETvVEENTHE
CITY OF CHULA VISTA AND
RECON ENVIRONMENTAL INC.
FOR BIOLOGICAL CONSULTING SERVICES
ASSOCIATED WITH THE CENTRAL
CITY OT A Y T ARPLANT AND SAN DIEGO
THORNMINT RESTORATION AND ENHANCEMENT PROGRAM
3-30
j,,.
Agreement between
City of Chllla Vista
and
RECON Environmental Inc.
for Biological Consulting Services Associated with the Central City
Otay Tarplant and San Diego Thornmint Restoration and Enhancement Program
This agreement (Agreement), dated for the purposes of reference
only, and effective as of the date last executed unless auother 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 numhers are indicated on Exhibit A,
Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS, the property' which is the subject matter of this Agreement is commonly
known as Central City Preserve Management Area (Central City PMA); and is legally described
as set forth in attached Exhibit A, paragraph 1 (Property); and
WHEREAS, the City is responsible for the management and protection of Covered
Species witl1in the Central City PMA; and
'vVHEREAS, Consultant previously conducted L\e baseline biological resources surveys
for ilie City's Central City Prv1A; and
WHEREAS, Consultant previously prepared the Central City Area Specific Management
Directives (Central City ASMDs) which provide guidelines for the protection, maintenance, and
management of ilie biological resources contained within the Central City PMA to ensure that
Covered Species are adequately protected; and
WHEREAS, in accordance with Chula Vista Mlmicipal Code (CVMC) section 2.56,070,
Consultant was solely selected based upon their experience and unique understanding of ilie
Central City P~A and have consistently demonstrated that they possess the qualifications
required to perform the services outlined in ilie detailed scope of work: and
WHEREAS, in accordance with Council Policy 102-05, the scope of services to be
provided by Consultant is not similar in scope to those of separate contracts under which
Consultant currently provides services to ilie City; and
'vVHEREAS. On Julv 16, 2010. the San Diego Association of Govermnents (SANDAG)
. J . ~ .
Board of Directors approved funding a portion of the City's grant proposal in the amount of
$268,42:) to implement the first iliree years of a 5- Y ear Otay tarplant al1.d San Diego iliornmint
restoration and enhancement program; and
Page 1
Two Part)' .1greem~nl Between City ofCimla. 'Vista and RECON Elivironmental Inc. to Conduct t/le Biological Consulting Services
Asscciatedwith the Cetllral City OttO' Tarplml! am! SUil Diego T!w3".!:.~tfe.~tomtiOtllmd Enhancement Program
WHEREAS, Consultant wanants and represents that it is experienced and staffed in a
manner such llmt 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
Two Party Agreement Be/weitH City of Clmla Vista and RECON Euwiro1l11lental Inc. to C01tduct the Biological Consu!Jing Services
Associated with the Central City OllEY Tarplanl and San Diego Tltag'.m~It'eslomtion and Enhancement Progl'am
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City ami Consultant do hereby mutnally
agree 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 fOlth 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 th'1le 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 cOlTesponding 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 Defmed
Services (Additional Services), and upon doing so in writing, if they aTe within the
scope of services olTered by Consultant, Consultant shall perfOlID same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph IO(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 wanants that the work to be performed
pursnant 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 negligent acts, errors, omissions, noncompliance with industry standards,
or the willful misconduct of the Consultant or its subcontractors.
Page 3
Two Party Agreement Between City ofClmla Vista am! REeON EflvirawJI(!.lltalli:c. to Condll~l till! Biological Causuiling Services
Associated with the Cendl'lll City Utay Tarplmu aml Sat! Diego Tlwg':!::~f3'?cstoT!l!iOn ami Enlwncc.menl Ptogram
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 anv 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
termiliate 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
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 L'-tat
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
Fonn CGOOOl).
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.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
Page 4
Two 1'.ort)' A!J.reement Between Cuy ofClmla Vista and RECaN Em:il'onmental Inc. to Cmu{llcl riReBiological Consulting Services
Assoclaledw~tillfle Central Gly Otay Tarplant and San Diego T!log'.!!J~(estoratiOll and Enhancement Program
i. General Liabilitv: $1,000,000 per occurrence for bodily injury, personal injury,
.
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply separately to this
completeu Project/location or the general aggregate limit must be twice the
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 Sel f- 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
reuuce or eliminate such deductibles or self-insured retentions as they pertain to tl1e City,
its officers, officials, employees and volunteers; or the Consultant \vill provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Otl1er Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, orbe 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 ont 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 (1l/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. Anv insurance or self-insurance maintained bv the City. its officers.
'" ..I .' -
officials, employees, or volunteers is wholly separate from the insurance of the
Page 5
Two Pm"J! Ag:"ecment Between City ofClmla Vista and ...'iECON Environmental fne. to Condw:t tIRe Biological Cowmltillg Services
Associated with the Central City GCID: Tarplant aml San DiegQ TlW3'~i3t~o!st01"alj(}n awl EnJmilccment Program
Consultant and in no way relieves the Consultant from its responsibility to provide
msurance.
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 celiified
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 ,vould 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 anq 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 fOlID 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 CUITent 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. Consultili'1t shall fumish the City with original certificates and
amendatory endorsements effecting coverage required by Section I.C. oft.l-Jis Agreement.
The enuorsements should be on insurance industry forms, provided those endorsements
Page 6
Two Party Agreement Between Cit)' ofClmla Vista and RECON Environmental Inc. to Conduct tJie Biological C01JSul1ing Services
Associated with tile Central City Otay Tarplaill and San Diego Tlu3l!!!~1fe."lOr{ltiOn and E,.hmlcemelu Program
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. TIle
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements eviJencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsulta.llts as insureds under its policies
or furnish separate certificates and endorsements for each subconsllltanl. All cove~aQ'e for
sub consultants is subject to all of the requirements included in these specifications. ~
10. Not a Limitation of Other ObliQ'ations. Insurance provisions Lmder this Article shall not
be construed to limit the Consultant's obligations under this Agreement, incluJing
Indemnity.
D. Security for Performance
1. PerfOlmance Boml. In the event tIlat Exhibit A, at Paragraph 18, indicates tile need for
Consultant to provide a Performance Bond (indicated by a check mark in tlle
parenthetical space immediately preceding the subparagraph entitled "Performance
Bond"), then Consultant shall provide to the City a perfonnance bond, in the amount
indicated at Exhibit A, Paragraph 18, in tile form prescribed by the City amI by such
sureties which are authorized. to transact such bnsiness in the State of California, listed as
approved by tlle United States Department of Treasury Circular 570,
http://\\\v\v.fms.trens.rrov!c570. and whose undervvriting limitation is sufficient to issue
bonds in the amount reqnired by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of tlle Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent mLlst 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. Fonn must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In tlle event that Exhibit A, at Paragraph 18, indicates tlle need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parentlletical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by tlle 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 tlle terms of this Agreement. The letter of
credit shall be issued by a b,Ulk, 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 tlle event that ExlJibit A, at Paragraph 18, indicates tlle 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 "OtIJer Security"), then Consultant shall provide to tlle City such
Page 7
Two Pa1'ty Ag:"eemem JJctwl!I!U Cily ofCJlJIla Vista and RECON Enwirrmme1l1al Inc. to CO!1duct t/le Biological COfRmWng SI<J"1Jices
A5sociuled with tffe Central City Otay TIHplan( am! San Diego TfII.;7j'!!:'/7'1.e.wortltiUll alld En!Jam:e.'m!n! Program
other security therein listed in a fonn and amOlmt satisfactory to the Risk Manager or
City Attorney.
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 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, files 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 autllorization 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 f01~ill 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:
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 willull misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator detemlines 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
Page 8
Two Party Agreemelll Between City of Chula Ylsta {}.lId REeON Envinmmelltal Inc. to Conduct tile Biological Cowm/ling Sen.'ices
Associated-with the Central City Otay Tarplartt and San Diego Thag!.!!.'3'ffeslom!i(m and EtlllllncemetU Program
paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Pavrnent Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project 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 tenns 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
detelwines 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 III. 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 Detelwine Economic lnterests. Regardless of whether Consultant is designated
as an FPPC Filer. Consultant warrants and represents that Consultant has diligently
conducted a search and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Consultant does not, to the best of Consultant's knowledge, have an
economic interest which would conflict with Consultant's duties under this Agreement.
Page 9
Two Party Agl'eellU!1!1 Be/weePl City ofChula Vista and RECON EmrirQnmelltallnc. to Conduct tile Biological Consulting SeJ"lJice.'i
A'i.WJci!:tedwitfJ tile Central Cify Omy Tmplanf and Sail Diego Th~I.!!!~(9'?e':"toratiOil and Enhancement Program
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
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 walTants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate fanlily 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 Defmed
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 pelfonnance 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 Con~ultant'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 tinle is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
fl:om delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
Page 10
Two Purty Agreement Between City of Chula Visla and RECON Environmental Inc. to Conduct tlie Biological Consulting Se;"Vices
Assodated,l'illj the Central City Olll}" Tl1rplanl and San Diego Thng'.!!!~tfestO!'fltion and EtlhlmCement Program
2. Amount of Penaltv. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in t)1e following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Extension of Time. If the perfOlmance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental uelays, acts of God, fire, t1oods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from perfonning that act for the period of time equal to the
period of time ofthe 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 timt 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 ti1at such delays did or will delay the progress of tile 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 otlicers, agents and employees, from and
against ffi1Y and all claims, demands, causes ?f action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any mmmerarising out of or incident to any alleged acts, omissions. negligence, or
willful misconduct of Consultant, its oftlcials, oftlcers, employees, agents, and
contractors, arising out of or in connection with the performance of the Detlned 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 causeu 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 tile 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 271!2.5, as may be amended from time to time,
Consultmlt shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers. and agents free and harmless from anv and all claims, demands, causes of
. ~ . J
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out oE pertaining to, or relating
to the negligence, recklessness. or willful misconduct of Consulta.."J.t, its officials. officers,
employees, agents, consultants, and contractors arising out of or in connection with the
P:Jge 11
Two Pm1y Agreement Between City ofe/win Vista and REC02V EllvironmemalllUc. to Clmdllct !lre BiologiCtJI Con'}ulting Services
kisociatedwitfl tbe Cenll'fl! CilJl Gray Tarplm:l and San Diego TlJ'~.!!.I~'festoratiofl and Enhancement Progmm,
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
section in no way alters, affects or modifies the Consultant's obligations and duties under
this Agreement.
3. Costs of Defense and A ward. Included in the obligations in Sections A.1 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
incuned by each of them, subject to the limitations in Sections A.l. 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. T erminatioll 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 unfmished 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 Agreemelit 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
Page 12
Two p'arty Agree.ment Between City of CIUlla Vista and REeDI\;' Environmental Inc. to Conduct tlU! Biological COflSuittng Services
Assoc:atedwith the Celllrul ell]! Dcay Turplanl and SOIl Diego Tll~'!!:.~~st01",'timl and Enlmncemenl Progl'aID
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
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the eflective date of such termination. Consultant herebv
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 AND ACCESS
A. Record Retention. During the course of the Project ~'1d 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 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 Proj ect 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 ofthis 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 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 UIIDlet
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.
Page 13
Two Pm'ty Agreement Between Cily ofClmla Vista and REeaN Envinmme11lt!l Inc. [0 COJrduc! the Biologiml Conslilting Services
A'isocia.'edwiJ/! lhe CeJJ!mlOty Ora:;; Tllrplnnl and San Diego TlU~!!!.8~~eslorarion and Enluwcemenl Program
1. Limited Consent. City hereby consents to the assignment of the portions of the Defmed
Services identified in Exhibit A, Paragraph 16 to the sub consultants identified as
"Permitted Subconsultants."
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or oronerties Droduced 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, ~xpress 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 its 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
Page 14
Two Party Agreement BeJweeJz City ofClmla Vista and RECON Envil'onmemal Inc. to Conduct the Biological Cmulllting Services
,tlssociatedwflfl the CelUral City Otay Tarpllllll and San Diego Hl~.!!!~I~(Oratilm and EnJumce.mellt Program
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.
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 bv 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 aTising 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 pmty"
shall be deemed to be the pmty who is awarded substantially the relief sought.
H. Statement of Costs. In the eveut that Consultant prepares a report or document, or
participates in the preparation of a report or document in perfonning the Defined Services,
Consultant shall include, or cause the inclusion of, in the repOli or document, a statement of
the numbers and cost in dollar amounts of all contracts and subcontracts relatino- to the
0>
preparation ofthe report or document.
I. Consultant is Real Estate Broker andlor 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 given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
retul1l 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 pmty 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 resolntions or other actions have been taken so as
to enable it to enter into this Agreement.
Page 15
Two Pal"!Y Agr~emer:t B~veen City ofCimia Vista and REeaN En'IJiromnentallnc. to COJUiw;j :!i.e Biological Comml1ing Service....
Associated ;viti: lite realml City Oray Tarpimrt f.Ind San Diego TJwg'~iJt.~~estora1im' and Enhancement Program
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,
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
Two Party Agreement Bl:!ttveeJl Ol}' ofClmla Vista aud RECON Euvil'onmelUallnc. (0 Condw..-'1 the Biological Consulting Sen'ices
A$..ociatetl with ihe Central City Otay Tarplallt and San Diego Tll~Wiftfesloration alUt Enhancement Prugram
Signatm-e Page
to
Agreement between
City of Chula Vista and
RECON Environment:11 Inc.
for Biological Consulting Services Associated with the Central City
Otay Tarplant and San Diego Thornmint Restoration and Enhancement Program
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 tenns:
Dated:
City of Chula Vista
By:
Jim Sandoval, City Manager
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Dated:
RECON Environmental Inc.
By:1?~,r-
obert Mau\ller, President
By: JiAi.:U ,Ii .A1tA'/2<:J
Loretta Gross, Secretary
Exhibit List to Agreement (X)
Exhibit A.
Page 17
Two Party Agreenumt Between City ofClmht Vista and RECON Envinmmental !11C. to Cmuim;llhe Biological Consulting Set'1.Jices
Associated with !!i~ CentmI City Ot(ty Tarplmll atld San Diego ThO~/E!i4tfest(Jrati(.m ami EllhllnCeml!llt Program
ExhibitA
to
Agreement between
City ofChula Vista
and
RECON Environmental Inc.
1. Effective Date of Agreement: Same as fmal City signature on page 17 of this Agreement.
2. Citv-Related Entitv:
. .
(X) City of Chula Vista, a municipal chartered corporation of the State of California
( ) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of
California
( ) Industrial Development Authority of the City of Chula Vista, a
( ) Other:
, a [insert business form]
(City)
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
4. Consultant:
RECON Environmental, Inc.
5. Business F onn of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
1927 Fifth Avenue
San Diego, CA 92101-2358
Voice Phone: (619) 308-9333
Fa., Phone: (619) 308-9334
Page 18
Two Party Agreement Between City ofClmla Vista and RECON Ew,,'inmmemallnc. 10 Conduct tife Biologic.al Consultin.g Services
Assodatedwitlt tile Central City Otay Tarplant aud San Diego Tl6'gI,!!!lirtfcstoraiioll anti Enhancement Program
7. General Duties:
Consultant shall provide the necessary biological teclmical services to successfiIlly
implement a three-year Otay tal"plant and .san Diego thornmint Restoration and Enhancement
Program, a program specifically designed to restore I5-acres of degradcd Otay tarplant and
San Diel!:o thommint within the City's Central City PMA. Consultant shall Derform all work
<..-' -,' .
related to this project in accordance with the scope of work herein below to the satisfaction of
the Assistallt City Manager/Development Services Director.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
Task I - Pre-Implementation Monitoring
a. The Consultant shall establish permanent photo points at each restoration and
enhancement area to document weed control efforts.
b. The Consultant shall delineate the boundaries of the restoration areas in the field.
Task 2 ~ Site Preparation (Dethatching)
a. The Consultant shall dethatch areas dominated by non-native mmuaIs. Dethatching
includes cutting dried weedy material, raking the material into piles and then
composting on-site.
Task 3 - Maintenance/Follow-up weed control
a. The Consultant shall perfonn hand weeding around Sml Diego thommint populations
to 'reduce weed competition.
b. The Consultant shall control newly germinated weeds using glyphosate or a grass
specific herbicide in areas not occupied by sensitive species.
Task 4 - Seed Collection and Redistribution
a. The Consultant shall collect and redistribute Otay tarplant and Sml Diego thommint
seeds within suitable habitat to increase population sizes and the area occupied by
each species.
b. The Consultant shall collect native grass seed for propagation of container plants.
Task 5 - Needlegrass Planting
a. The Consultant shall plant approximately 6,000 purple needlegrass plants in areas
fonnerly dominated by non-native grasses.
Task 6 - Annual Monitoring
a. The Consultant shall take photographs from the established pennallent photo points
each year documenting challges in weed cover and sensitive plant populations.
b. The Consultant shall estimate the population of Otay tarplallt and San Diego
thommint at each restoration site to assess the response of these populations to the
weed control program.
Page 19
Two Pw1y Agreemem Bl!!ween City ofCfmla n~(a ImdJ.'?l:'..~CON Environmeutal Inc. to Condm:l the Biological Cmvml1.ing Service';;
A'isociated willi the CenIl'ul elly OlUy Tm-phmt and S!Ul Diegu ThQ~~i.zr ges!omtiO!1 and Enhancement Pmgram
c. The Consultant shall estimate the percentage of cover of native grasses and bulbs at
each site annually. The percentage of cover shall be detennined using the releve
method.
Task 7 - Reporting (Deliverables)
a. The Consultant shall prepare and submit nine quarterly progress reports to document
enhancement activities for Years 1.3. Quarterly reports shall be submitted in
Li~""''''''-'~''~11h''''"t' l"'.!f.:;:r'....h ~"""1'U.-l Tn''''n- "'" -f',..r v""'a- 'l"';" 1_:t lq ::J;:"'v"",u.-1"''t':h:>' -n;~+h +1-,.<:a p....,',;"",-.+ S"h",,-h11:.:.
...,"'''' ...,.....1, ,._u...uv~, l,.I..l "L"'-.... ..LV.! ..L.... .1'-' .L -' .u_~ ~_v ........l...."'" V. J.U.L U.1V.L VJ..........L '-'J. "''''''L..I-'-'
contained in Section 8B. Consultant shall provide five copies of each Quarterly
RepOlt.
b. The Consultant shall prepare and submit two Annual Reports that summarizes
enhancement efforts and monitoring results for Year 1 and Year 2. The report will
include management recommendations for the next season. Annual Reports shall be
submitted in accordance with the Project Schedule contained in Section 8B.
Consultant shall provide five copies of each Annual RepOlt.
c. The Consultant shall prepare a Final RepOlt that will discuss monitoring results for
Years 1.3 and will include a discussion of future management needs for Otay tarplant
and San Diego thornmint in the restoration and enhancement areas as well as the
surrounding Preserve. The Final Report shall include the Annul Report for year 3.
The Final Report shall be submitted in accordance with the Project Schedule
contained in Section 8B. Consultant shall provide five copies of the Final Report.
Task 8 - Fence Installation
a. The Consultant shall install protective fencing around the restoration and
enlmncement areas to prohibit unauthorized encroaclunent.
B. Project Schedule and Time Limits for Delivery of Deliverables
The Consultant shall implement and complete each task as set forth in the Project Schedule
herein below in accordance with Section 8A.
Project Schedule
Task Name and Number Start Date End Date
Year 1
Pre-Implementation Monitoring: Tasks la,b 08/15/2011 08/30/2011
Site Preparation: Tasks 2a 09/01/2011 10/29/2011
Seed Collection 4a, b 05/1/2011 08/1/2011
MaintenancelFollow.up Weed Control: Tasks 3ab 11/01/2011 11/30/2012
Annual Monitoring: Tasks 6a,b,c 04/01/2012 06/30/2012
Quarterly Reports: Task 7a
Report 1 (Deliverable) 12/01/2011 12/31/2011
Report 2 (Deliverable) 03/01/2012 03/3l12012
Report 3 (Deliverable) 06/01/2012 06/30/2012
Annual Report: Task 7b (Deliverable) 09101/2012 09/30/2012
Fence Installation: 8a. 09101/2012 11/30/2012
Page 20
Two Party Agreement BetweeJl Ci(y ofChula Vista Iltld REeON EmJ;romnen1allIlC. to Conduct the BiologiCilI Consulting Services
Associated with the Central City Dtay Tarplulll and San Diego TII~~tfestoratioll and EnilallCemelll Program
Year 2
Maintenance/Follow-up Weed Control: Tasks 3a,b 17/01/2012 11/30/2013
Annual Monitoring: Tasks 6a,b,c 04/01/2013 06/30/2013
Needlegrass Planting: Task 5a 11101/2017 1/30/2013
Quarterly Reports: Task 7a
Report 1 (Deliverable) 12/01/2012 17/31/2012
Reporl2 (Deliverable) 03/0 l!2()] 3 03/31/2013
Report 3 (Deliverable) 06/01/2013 06/30/2013
Annual Renort: Task 7b 09/01/2013 09/30/2013
Year 3
Maintenance/Follow-up Weed Control: Tasks 3a,b 12/01/2013 11130/2014
Annual Monitoring: Tasks 6a,b,c 09/0112014 09/31/2014
Quarterly Reports: Task 7a
Report 1 (Deliverable) 12/01/2013 12/31/2013
Report 2 (Deliverable) 03/01/7014 03/31/7014
Report 3 (Deliverable) 06/01/2014 06/30/2014
Final Report: Task 7c (Deliverable) 09/01/2014 09/30/7014
C. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
( ) Other:
D. Date for completion of all Consultant services: September 30,2014.
9. Materials Required to be Supplied by City to Consultant:
None
10. Compensation:
A. ( ) Single Fixed Fee Anangement.
For peliormance of all ofthe Defmed Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
10rth below:
Single FL"xed Fee Amount:
, payable as follows:
Milestone or Event or Deliverable
Amount or Percent of Fixed Fee
Page 21
Two Party Agl'eemmt B.:ffl.'€e/1 City olCllllhl Vistfl and RECON Environmental Inc. to Conduct tfIe Biologicfzl Consulting Services
Associatt;'dwit!! the Celtlml City ~!lIY Tal/plant ~tnd San Diego Tiwg!!!..~tfe.<;toratiOfJ ami Enhallcemenl Program
( ) 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
fi'ee loans that must be returned to the City if the Phase is not satisfactOlily
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 intelim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. ( ) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
in the an10unts and at the times or milestones or Deliverables set forth. Consultant shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Consultant as to said Phase.
Phase
L
Fee for Said Phase
3.
$
$
$
2.
( ) L 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
Page 22
Two Purty Agr~emelIt Between City of Clmla Vista alld RECON Em';ronmelUal Inc. to C01:dllCt the Biological Consulting Services
Assodated wi/fl the Celllml CitJl Olay Tarplant alld Sail Diego Th~!!..ng't-e;;t01"!ltimf llnd Enhancement Program
ad vance payment be made unless the Contractor shall have represented in writing that
said percentage of completion of the phase has been performed by the Contractor.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. (X) Hourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the performance of said
Services, at the rates or amounts set forth in the Rate Schedule herein below according to the
following temlS and conditions:
(1) (X) Not -to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $268,428, including all Materials,
and other "reimbursables" ("Maximum Compensation").
(2) ( ) Limitation without Further Authorization on Time and Materials Arrangement
At such time as Consultant shalt have incurred time and materials equal to
("Authorization Limit"), Consultant shall not be entitled
to any additional compensation \vithout further authorization issued in VvTiting and
approved by the City. Nothing herein shall preclude Consultant from providing additional
Services at Consultant's own cost and expense.
Category of Employee
Principal
Seni or
Rate Schedule
Name of Consultant
Robert MacAller-Recon Environmental Inc.
Mark Dodero- Recon Environmental Inc.
Anna Bennett- Recon Environmental Inc.
Anna Bennett - Recon Environmental Inc
Beth Procsal- Recon Enviromnental Inc.
Kayo Valenti - Recon Environmental Inc
JR Sundberg - Recon Environmental Inc
Ruth Vallejo- Recon Environmental Inc.
Various- Recon Environmental Inc.
Associate
Analyst
Analyst
Assistant
Assistant
Field Director
Field Crew Chief
Hourly Rate*
$202.00
$167.00
$135.00
$112.00
$ 112.00
$95.00
$95.00
$127.00
$50.00
" Billing Rates for Fiscal Year 2010-2011. Billing rates increase approximately 3.5% annually.
Page 23
Two Party Agn.~~mem Between Cty ofClmla Vista mul...'?ECOiV Ell",'inmmellta! Inc. 10 CamIud the Biological GmsuiJing SeJ'l'icet
Associated with file Centml City DillY Tarplm!t and Sml Diego TlI~~1~~estom6()n and Enllallcemeu! Prograt.l1
( ) Hourly rates may increase by 6% for services rendered after [month], 20-, if delay
in providing services is caused by City.
11. Materials Reimbursement Anangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required. City shall Dav Consultant at the rates or amounts set forth below:
-'- ,~' -'- .'
(X) None, the compensation includes all costs.
Cost or Rate
$
$
$
$
$
$
$
$
$
$
() Reports, not to exceed $
() Copies, not to exceed $
( ) Travel, not to exceed $
() Printing, ncit to exceed $
() Postage, not to exceed $
() Delivery, not to exceed $
() Long Distance Telephone Charges, notto exceed $
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
City:
Glen Laube
Associate Planner
276 Fourth Avenue
Chula Vista, CA 91910
Voice Phone: (619) 691-5005
Fa"{ Phone: (619) 409-5859
Consultant:
Robert MacAller
1927 Fifth Avenue
San Diego, CA 92101-2358
Voice Phone: (619) 308-9333
Fax Phone: (619) 308-9334
13. Liquidated Damages Rate:
( ) $
( ) Other:
per day.
Page 24
TWQ Party Agreement Between City ofChula VESta and llECON El!vironmefl1al Inc. to Condud a,e Biological Consulting Sen.-ices
Associatedwitl: the Central City Otay Tmplanll1wJ San Diego T;'~f!!.~'~e<;tOTrllhm and EnhaJ!cement Program
14. Statement of EcoTIomic Interests, Consultant Reporting Categories, per Conflict of Interest
Code:
(X)Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No. 1. Investments and sources of income.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, interest in real property and sources of income subject
to the regulatory, permit or licensing authority of the department.
( ) Category No.4. Investments in business entities and sources of income that engage in
land development, construction or the acquisition or sale of real property.
( ) Category No.5. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with the City of Chula Vista
(Redevelopment Agency) to provide services, supplies, materials, machinery or
equipment. .
( ) Category No.6. Investments in business entities and sources of income of the type
which, within the past two years, have contracted with tt'1e designated employee's
department to provide services, supplies, materials, machinery or equipment.
( ) Category No. 7. Business positions.
( ) List "Consultant Associates" interests in real properly within 2 radial miles of Project
Property, if any:
15. ( ) Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants: None
Page 25
Two Party Agreeme1!l Bt'tween City ofCfmla f.-7:;la 11ml RECON Eil1l'ironmelllallnc. to ComlUl::.1 the Biological Omsulrirzg Services
Assodated with the Central City Ocay Tarpllmt and San Diego Y;U3'~5~eslOrari(m and Enhancemellt PNJgram
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period oftime:
(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:
18. Security for Performance
( ) Perfoffi1ance 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 tlmt the Retention Release Event, listed below, has
occurred:
( ) Retention Percentage:
( ) Retention Amount: $
%
Retention Release Event:
( ) Completion of All Consultant Services
( ) Other:
C:\Documents and Settlugs\gle1l1\Desktop\FYlO-ll T-net_ COllllcil\2-PmiyAgnnt RECON_3-16~11.doc-4.1.11-FWAL
Page 26
Two Pm"!)' Agreement BetweeJl City of CJmla J-ista JRd RECON Environmental Inc. fo Ctmdttd t/le Biological C01JSul1i1rg Services
Associated with the Central City Otay Tmplllnt and San Diego Th~~~estOl'ati01J and Enhancement Program