HomeMy WebLinkAbout2011/05/17 Item 04CITY COUNCIL
AGENDA STATEMENT
~~ CITY OF
----- CHULAVISTA
5/17/11, Item
ITEM TITLE:
SUBMITTED BY
REVIEWED BY:
RESOLUTION OF CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING AN AGREEMENT BETWEEN THE CITY OF
CHULA VISTA AND NICHOLS CONSULTING ENGINEERS,
CHARTERED, FOR PAVEMENT TE tNG AND MANAGEMENT
SERVICES
DIRECTOR OF PUBLIC WORKS
ASSISTANT DIIZECTOR OF ENGINEE
1`-'
CITY MANAGER
ASSISTANT CIT ANAGER ~~
4/STHS VOTE: YES ^ NO
SUMMARY
The last Citywide pavement testing and evaluation took place in 2006. The current pavement
management data is outdated and no longer reflects the actual pavement condition of City streets.
Six consultants submitted proposals and were interviewed. Based on review of the proposals and
the results of the interview process, staff recommends that the contract be awarded to Nichols
Consulting Engineers, Chartered.
ENVIRONMENTAL REVIEW
The Director of Development Services has reviewed the proposed activity for compliance with
the California Environmental Quality Act (CEQA) and has determined that the project qualifies
for a Class 6 categorical exemption pursuant to Section 15306, Information Collection, of the
State CEQA Guidelines, because the proposed activity primarily consists of providing pavement
management data on the basis of field inspection of existing pavement infrastructure. Thus, no
further environmental review is necessary. Although environmental review is not necessary at
this time, additional review and determination will be required as applicable, prior to the
approval of any future project specific development.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
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DISCUSSION
The City of Chula Vista has initiated and maintains a pavement management system in
accordance with the California Streets and Highways Code, which requires California Cities to
implement a pavement management system as a condition to obtain funding from the State
transportation improvement programs. Pavement is one of a municipality's assets and a primary
infrastructure responsibility. The City of Chula Vista owns over 455 miles of pavement with an
estimated value of about S1 billion. Annually, pavement rehabilitation and maintenance requires
one of the largest annual City expenditures of transportation funding.
The City has periodically inspected its pavement since 1986. In 2006 the City awarded a
contract for visual inspection of its pavement to Nichols Consulting Engineers, Chartered. The
major services under the contract were as follows:
1. Visually inspect and rate each segment of the City's street system.
2. Provide pavement management software, preferably based oh a non-proprietary
program, which would be compatible with the City's technology.
3. Link the pavement management software to the City's Geographic Information System
(GIS).
4. Provide City staff with basic on-site field training, as well as hands-on computer training
in operating the software.
5. Provide technical support after completion of all other work on the contract.
The pavement was inspected during spring 2006. The StreetSaver software program was
implemented at the City at that time, using street segments compatible with the City's
Geographic Information System (GIS). This program is used widely in the San Francisco Bay
area and throughout California. Subsequently, at the Infrastructure Workshop held on April 5,
2007, Council adopted Resolution No. 2007-080 (Attachment 1) reaffirming the City's
commitment to implement a Pavement Management System. This approach emphasizes
preventive maintenance, adopting the most cost effective strategies to keep pavement condition
good on a Citywide basis, rather than treating the "worst first" and rehabilitating fewer streets
using more expensive methods.
Since that time, the City has been generating pavement rehabilitation programs based on the new
Pavement Management System, and has been reducing the rate of deterioration of the City's
pavement. The City's consultant also re-inspected a portion of the City's street network in fall
2009, including all collector and arterial streets. Between 2009 and 2010, the City's overall
Pavement Condition Index (PCI) increased from 72 to 73. It is important to re-inspect the entire
street network at least every five years in order to insure the accuracy of the pavement rating and
calibrate the rate of deterioration used in the program.
On November 26, 2010, staff issued a Request for Proposals (RFP) to Provide Pavement Testing
and Management Services. This contract would include the inspection of all of the City's public
streets and alleys using visual methods compatible with the City's existing StreetSaver pavement
management software. Two addendums were subsequently posted to the City's web site on
December 8 and December 20, 2010 in response to questions asked by prospective consultants.
The main issue discussed in the first memorandum was whether we would consider the use of
semi-automatic data collection methods for pavement inspection, which would include [he
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review of high-resolution digital photographs taken from a specially equipped vehicle. After
carefiil consideration, a decision was made to maintain the requirement in the RFP for visual
walking inspections. This would maintain consistency with our pavement inspections in 2006
and 2009 and future anticipated inspections by City staff. The second memorandum clarified
that the StreetSaver software training would be conducted as a "hands on" session in the City's
computer training room.
The City received six proposals by the due date of January 6, 2011. Staff determined that all six
firms met the minimum qualifications to perform the contract. Consequently, all six firms were
scheduled for interviews. On February 11 and 15, 2011 the City's approved panel interviewed
the six consultants. Panelists asked all consultants a series of standard questions, which were
supplemented by additional questions based on the individual consultants' proposals and
presentations.
After the conclusion of the interviews on February 15, 2011, the panelists convened and the
scores assigned by all panelists were tabulated. The following is a summary of the ratings given
to the six firms, along with other information provided in the proposals and presentations. All
four panelists agreed with the ranking given to the top two firms.
RANK CONSULTANT LOCATION FEE
ESTIMATE UPDATE
HOURS
1 Nichols Engineerin Pt. Richmond, CA $155,800 1232
2 MACTEC San Die o, CA $147,290 835
3 Hams & Associates San Die o, CA $49,860 326
4 CSG Consultants San Mateo, CA $122,820 Not iven
5 OMNIS Inc. Pomona, CA $61,460 472
6 Adhara Systems San Jose, CA $99,000 406
As shown on the table above, the cost estimate ranges widely from $49,860 to $155,800. In
order to provide a comparison, the number of estimated hours for pavement inspection and
updating the database are shown in the last column. When questioned, the firm with the lowest
estimate admitted that they underestimated the hours needed for pavement inspection, which
they said would need to be doubled from 240 to 480 (increasing the estimated inspection and
update hours from 326 to 566), thereby significantly increasing their cost. Several of the firms
did not include the cost of providing hand held data collection devices to the City, which was
included in the RFP. Most of the firms (with the exception of Nichols Engineering) included the
cost of providing various scenarios and reports that were not included in the RFP, because these
reports are generally requested by most of their clients.
Both Nichols Engineering and MACTEC were rated very highly by all panelists. They
demonstrated a very good understanding of the work included in the RFP, included highly
experienced staff members on their team, had good plans for quality control of their inspection
work, addressed the need for maintaining a safe environment during inspections, and have a very
good understanding of the StreetSaver software and inspection procedures. Since Nichols
Engineering was awarded the previous contract, they have the best knowledge of the City's
database. Staff was also satisfied with the work done by Nichols Engineering on their previous
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contract. Their proposal presentation also provided the best responses to the specific items
included in the Scope of Work.
Some of the other consultants significantly deviated from the requirements of the RFP. One firm
proposed to do "windshield" inspections for streets that had been recently resurfaced. This
method was not allowed in the RFP and may result in not detecting minor deterioration. Other
consultants appeared to lack significant experience with the StreetSaver software program or
with the visual inspection method.
In conclusion, Nichols Engineering will provide the most reliable and complete work product for
this contract. Staff is satisfied with the thoroughness and accuracy of the work done on the
previous pavement management contract. Their cost estimate is well within the funding
provided for consultant and staff time associated with this Capital hmprovement Project (OP219).
Their cost breakdown is provided in Attachment 2. It is expected that the estimates provided by
the other firms would have needed to be increased after they thoroughly inspected the City's
database and made changes required to comply with our Scope of Work.
The proposed agreement is attached. This agreement generally follows the Scope of Work with
one modification. The RFP included a provision for Other Services that stated, "At the City's
option, Consultant shall perform an inspection of selected streets two or three years after
completion of the Citywide inspection." Since it is proposed that City staff conduct the mid-
cycle inspections, the consultant could be used to perform Quality Control/ Quality Assurance
checks on staff inspections. This provision is included under Optional Services for a not to
exceed amount of $50,000.
Nichols Consulting Engineers has agreed to hire Dr. Roger Smith to conduct atwo-day field
training program for City staff. Dr. Smith developed the StreetSaver software program under
contract with the Metropolitan Transportation Commission (MTC), the regional plamiing agency
for the San Francisco Bay area. He has been providing technical assistance and guidance to
MTC on pavement management over the past 25 years. Dr. Smith is a Professor in
Transportation and Associate Head for Undergraduate Studies at Texas A & M University. He
has conducted workshops on pavement management throughout the United States and is
internationally recognized as an expert on pavement management and rehabilitation. The
substitution of Dr. Smith for Nichols Engineering staff will increase the cost of field training by
$3,700 and increase the total cost of this contract (excluding Optional Services) from $155,800
to $159,500. Since staff will begin to perform field inspections for the ftrst time, staff will
benefit from Dr. Smith's ability and expertise.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500 foot rule found in California Code of Regulations Section
18704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
hi the Fiscal Year 2010-11 Capital Improvement Program (CIP) project for the Pavement
Management System (OP219), a total of $400,000 was appropriated, including $250,000 in
Fiscal Year 2010-11 and $50,000 in FiscaLYear 2011-12. These funds will be obtained from the
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Citys TransNet allocation. This amount will be sufficient to pay for the contract cost of
$159,500 and staff costs for contract administration. This appropriation will also be used to
cover costs associated with staff training associated with operating the StreetSaver program and
performing field pavement inspections.
ONGOING FISCAL IMPACT
Ongoing fiscal impact is anticipated with respect to additional pavement inspections that will be
performed by staff in future fiscal years. This will include $50,000 in Optional Services for
Quality Control/ Quality Assurance checks on staff inspections. An additional $100,000 is
proposed under OP219 for Fiscal Year 2013-14.
ATTACHMENTS
Attachment 1 -Resolution No. 2007-080
Attachment 2 -Nichols Engineering Cost Breakdown
Exhibit A -Agreement between City of Chula Vista and Nichols Consulting Engineers, Chartered
Prepared by: Elizabeth Chopp, Senior Civil Engineer, Public Works Dept.
J: I EngineerlACEN~AICAS20J 1105-17-i! (Pavement Inspection AgreementREV doc
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ATTAC#iMENT ~
RESOLUTION NO. 2007-080
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA REAFFIRMING ITS COMMITMENT TO THE
IMPLEMENTATION OF A TRUE PAVEMENT
MANAGEMENT SYSTEM.
WHEREAS, the Califomia Streets and Highways Code requires California cities to
implement a pavement management system as a condition to obtain funding from the State
transportation improvement programs; and
WHEREAS, the City of Chula Vista initiated and has maintained a pavement
management system since 1986 in accordance with the Califomia Streets and Highways Code;
and
WHEREAS, the most recent contract for pavement testing and management services was
awarded by the City Council to Nichols Engineering (Consultant) on January 10, 2006; and
WHEREAS, the Consultant conducted an expert evaluation of the pavement surface of
all City streets, ranked each street based on a Pavement Condition Index (PCI) and
recommended an appropriate maintenance strategy based on street PCIs; and
WHEREAS, the current estimated citywide PCI is 79 (on a scale of 0 to 100) with the
range of scores falling between 13 and 100; and
WHEREAS, there is ofren tremendous public pressure to select projects based upon a
"worst first" strategy, where the pavements that are selected for treatment are those that are
closest to failure; and
WHEREAS, a "worst first" strategy focuses on streets that cannot get worse and quickly
depletes available funding while streets in acceptable condition continue to deteriorate due to
lack of attention; and
WHEREAS, as a result of a "worst first" strategy, opportunities to expand the useful
service life cost effectively are lost and the backlog continues to grow as once acceptable streets
quickly drop into the "major rehabilitation needed" category; and
WHEREAS, the philosophy of pavement preventative maintenatce represents a dramatic
change in philosophy, strategy and direction for most agencies and particulazly for the public;
and
WHEREAS, pavement preventative maintenance programs begin with the concept that
cost-effective treatments can be applied earlier in a pavement's life; and
_ 4-6 _
Resolution No. 2007-080
Page 2
WHEREAS, true implementation of a pavement management system is ofren difficult for
residents to understand because relatively new streets may be seen receiving treatment whereas a
street needing reconstruction may appeaz to be ignored; and
WHEREAS, the City of Chula Vista, like most public agencies, faces financial
constraints requiring that choices be made about how to spend limited Vansportation dollars; and
WHEREAS, the purpose of a pavement management system is to enable the City to use
its pavement dollazs in the most cost-effective manner so that the overall pavement condition is
as good as possible.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista
that it reaffirms its commitment to the implementation of a tme pavement management system,
realizing that the general public may question this approach until a wider education effort
regazding cost-effective pavement management compared to the "worst first" strategy is put into
practice.
Presented by
~~
Sc Tulloch
Acting Assistant City Manager/City Engineer
Approved as to form by
Ann Moore ~~
City Attorney
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
Califomia, this 5th day of April 2007 by the following vote:
AYES: Councilmembers: McCann, Ramirez, and Cox
NAYS: Councilmembers: None
ABSENT: Councilmembers: Castaneda
ABSTAIN: Councilmembers: Rindone
n
Cheryl Cox, M2 or
ATTEST:
Susan Bigelow, MMC, Ci Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA 1
I, Susan Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Resolution No. 2007-080 was duly passed, approved, and adopted by the City Council at a
regular meeting of the Chula Vista City Council held on the 5'" day of April 2007.
Executed this 5th day of April 2007. < ~ .-~i c~`~
Susan Bigelow, MMC, City k
_ _ _ _.. __
4-7
City of Chula Vista
Pavement Management System Update
Cost Proposal
Revised: May 2, 2011
A. Kickoff Meeting 8 $ 520 $ 2,200
B. QC/QA Plan 2 8 8 $ 420 $ 3,000
C. Condition Surveys & PCI Calcs 24 24 40 1144 $ 38,820 $ 137,900
D. M8R Treatments 8 16 4 $ 250 $ 4,400
E_ Training 12 8 40 $ 3.320 $ 12.000
Task C assumes a total 4650 sample units (2732 sections.) Includes 5% reinspection & field training for 4 City staff at no additional cost. Two
~ Mobile Raters are included .
I Task E includes Roger Smith to provide 2-day field training session at City.
m
*Direct costs include travel and vehicle expenses, reproduction, supplies, communications, shipping, training manuals etc.
iT1
N
Submitted by: Nichols Consulting Engineers, Chtd. Revised: May 2, 2011
RESOLUTION 2010-
RESOLUTION OF CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING AN AGREEMENT BETWEEN THE CITY
OF CHULA VISTA AND NICHOLS CONSULTING
ENGINEERS, CHARTERED, FOR PAVEMENT TESTING
AND MANAGEMENT SERVICES
WHEREAS, the City is required to have a pavement management system in order to
qualify for State pavement funding; and
WHEREAS, the last Citywide pavement inspection was conducted in 2006. Updated
pavement information is needed in order to insure that pavement rehabilitation decisions are
made based on up-to-date condition information; and
WHEREAS, in the Fiscal Year 2010-11 Capital Improvement Program, $250,000 was
approved for Fiscal Year 2010-11 for the Pavement Management System from the City's
TransNet allocation. An additional $50,000 is proposed for Fiscal Year 2011-12; and
WHEREAS, staff issued a Request for Proposals to Provide Pavement Testing and
Management Services on November 26, 2010. Six proposals were submitted; and
WHEREAS, the Selection Committee interviewed all six firms on February 11 and 15,
2011. Based on the proposals submitted and the interview process, the committee determined
that Nichols Consulting Engineers, Chartered, is the best qualified firm to perform this work; and
WHEREAS, the funding appropriated under OP219 is sufficient to cover the contract
cost of $159,500.
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby approve an agreement between the City of Chula Vista and Nichols
Consulting Engineers, Chartered, for Pavement Testing and Management. ~ ~~
Presented by
Richard A. Hopkins
Director of Public Works
to
'I~. Googins
Attorney
4-9
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL ~ _,
City Attorney
Dated: ~ f ~ 1
AGREEMENT BETWEEN
THE CITY OF CHULA VISTA AND
NICHOLS CONSULTING ENGINEERS, CHTD.
TO PROVIDE PAVEMENT TESTING AND MANAGEMENT
SERVICES
4-10
Agreement between
City of Chula Vista
and
Nichols Consulting Engineers, Chtd.
To Provide Pavement Testing and Management Services
This agreement (Agreement), dated for the purposes of reference
only, and effective as of the date last executed unless another date is otherwise specified in
Exhibit A to this Agreement (Exhibit A), Paragraph 1, is between the City-related entity whose
name and business form is indicated on Exhibit A, Paragraph 2, (City), and the entity whose
name, business form, place of business and telephone numbers aze indicated on Exhibit A,
Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS, City staff issued a Request for Proposals (REP) for Pavement Testing and.
Management Services on November 26, 2010. Proposals were to be submitted by January 6,
2011; and
WHEREAS, six Consultants submitted proposals and were determined to meet the
minimum qualifications stated in the RFP. These Consultants were scheduled for interviews on
February 11 and February 15, 2011; and
WHEREAS, based on the firm's qualifications and specialized experience, the
experience of the Project Manager and other key staff, and responsiveness to the work specified
under the RFP; staff recommends that this contract be awarded to Nichols Consulting Engineers,
Chtd.; and
WHEREAS, this contract shall include reviewing and updating the City's public street
inventory, visually inspecting and rating each public street segment using Streetsaver software,
providing field inspection and softwaze training for City staff, and prepazing a Quality Control/
Quality Assurance Plan; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a
manner such that it can deliver the services required of Consultant to City in accordance with the
time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
Two PartyAgreemerttBeGveen City ojChula Vsm and Nichols Conru4ing Engineers, Chtd
1o Canduct the Pavement Tesliny andMartagementServices^
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OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above are incorporated into this Agreement by this reference.
ARTICLE I. CONSULTANT'S OBLIGATIONS
A. General
1. General Duties. Consultant shall perform all of the services described on Exhibit A,
Paragraph 7 (General Duties).
2. Scope of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, terminate this Agreement.
a. Reductions in Scope of Work City may independently, or upon request from
Consultant, from time to time, reduce the Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, City and Consultant agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with the reduction.
b. ~Idditional Services In addition to performing the Defined Services, City may
require Consultant to perform additional consulting services related to the Defined
Services (Additional Services), and upon doing so in writing, if they are within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Pazagraph 10(C), unless a separate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standard of Caze. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinazily exercised by members of
the profession currently practicing under similaz conditions and in similaz locations.
a. No Waiver ofStarrdard 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.
Two Parry AgreemerslBelween City ajChura Itr1a andNiehols CorssulZng Ersgineers, Chtd
ro Corsdueuhe `Pavemersl Teslirsg arsdMauagemenlServires"
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B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
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
General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scope of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001).
b. ,4uto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
c. WC. 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:
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i. General Liability: $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 sepazately to this
completed Projectllocation or the general aggregate limit must be twice the
operations, as required occurrence limit.
a licable)
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
Liabili $1,000,000 disease-each em to ee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liability:
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Consultant will provide a financial
guarantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. flddilionallnsureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers are to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment furnished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the City, its offtcers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the
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Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. ,fictive Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver ofSubrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section LC. of this Ageement.
The endorsements should be on insurance industry forms, provided those endorsements
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or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or furnish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Oblieations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performauce
1. Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Performance Bond (indicated by a check mark in the
parenthetical space immediately preceding the subpazagraph entitled "Performance
Bond"), then Consultant shall provide to the City a performance bond, in the amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which aze authorized to transact such business in the State of California, listed as
approved by the United States Deparhnent of Treasury Circular 570,
htto://www.fms.treasaov/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Pazagraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subparagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attorney which amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Paragraph 18.
3. Other Security. In the event that Exhibit A, at Pazagraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mark in the parenthetical space immediately. preceding the
subparagraph entitled "Other Security"), then Consultant shall provide to the City such
Twn Parp~Agreement Betweers City of Chula Vista andNichaLr CarssultirsgE sineers, Chtd
to CaeducNhe Pavement Tesorzg andManagemeatServiees"
Page 6
4-16
other security therein listed in a form and amount 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 IL 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 afrer authorization to proceed, shall constitute a basis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Followine Receipt of Billine. Upon receipt of a properly prepazed bill from Consultant,
submitted to the City as indicated in Exhibit A, Pazagraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Pazagraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, Paragaph 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 1 L
2. Suuyortine 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 chazges 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 willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater than would have
resulted if there were no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
Two ParryAgreemerslBetweers Ciry ajChula !<s1a arsdNicho/s Carssullirsg6rsgirseers, Chtd
to Corsductthe Pavers+erst Tesnrsg arsdMaaagemersfservires"
Page 7
4-17
pazagraph is intended to limit City's rights under other provisions of this
Agreement.
4. Payment Not Pinal 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 terms of the Agreement. The Consultant
acknowledges that City will not make a fmal determination about the eligibility of any
cost until the final payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts aze 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
Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A,
Pazagraph 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 aze specified, then as determined by the City Attorney.
2. No Participation in Decision. Regardless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
3. Search to Determine Economic Interests. Regazdless 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.
Two Party Agreemenl9enveers City ojChula Vista an6Nickols Cansu@irsgEngirseecs; ChtQ
m CarsGuct the Pavement Testing arsAMarsagemersfServices°
Page 8
4-i a
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. Regazdless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant teams 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. ~ecific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Paragraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
rewazd or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Tenn
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 parry that may be in conflict with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Paragraph 13.
1. Estimating Damages. It is aclmowledged by both parties that time is of the essence in the
completion of this Agreement. It is difScult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
Two ParryAgreemerslBefween City ajChula ~s(o arsdNchols CarssulAngEngirseers, Chld
m Conduct the "Pavement TeslmgarsdManagemeNServices"
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4-19
2. Amount of Penalri. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
governmental delays, acts of God, fire, floods, epidemics, freight embargoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minof portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATIQN
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third parry.
2. Desi Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
Two PartyAgreemenlBelweers Ciry ajChula Vista arsdMchols Cansulbng6ngirseers, Chtd
!o Conduc!!he "Pavement Testing andManagemenfServicer"
Page 10
4-20
performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities azising 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 Ageement.
3. Costs of Defense and Awazd. 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.1. and A.2. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them in proportion to the Consultant's actual determined negligence,
subject to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers,
employees, agents, and/or volunteers.
5. Declarations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declaration by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Ageement, 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 Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
termination and specifying the effective date thereof, at least thirty (30) days before the
Two Party Agreement Between City ojChula Gista arsdNichals Corssu!lingErse ineers, Chtd
to Conducrthe Pavement Testing and Management Services"
Page 11
4-21
effective date of such termination. In that event, all fmished and unfinished documents and
other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this paragraph,
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives. any and all claims for damages or compensation arising under this
Agreement except as set forth in this sectioa.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of .the Project and for three (3) yeazs 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 Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendaz 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 aze allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE IX. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant are personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment of notation), without prior written consent of City.
Two ParryAgreemeulBenveeu Ciry ojCku/a Isla aadNichols CousulfingEagineerr, Ck1d
co Co~artlke "Pavemerst Te.Niag audMartasemenlServicer°
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Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Paragraph 16 to the subconsultants identified as
"Permitted Subconsultants."
B. Ownership, Publicafion, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, wpyright 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 aze 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.
Actions on Behalf of Citv. Except as City may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Ageement.
2. No Oblieations to Third Parties. In connection with the Project, Consultant agrees and
shall require that it's agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
Two OartyAgreemeulBetween City ajChula ffsla aadNrchols Causu!line Eagia¢ers, Chid
to Couduclthe `Pavemeul Testing aadMaaagemeulServices°
Page 13
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amended, the provisions of which aze incorporated by this reference as if fully set forth
herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Pazagraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute azising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing party"
shall be deemed to be the party who is awazded substantially the relief sought.
H. Statement of Costs. Tn the event that Consultant prepares a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollaz amounts of all contracts and subcontracts relating to the
prepazation of the report or document.
I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Paragraph 15
is marked, the Consultant and/or is principals is/aze 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 aze 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
return receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Ageement nor any provision of it may be
amended, modified, waived or dischazged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or discharge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
Two ParyAgreemeatBelweeu City ajChula !<rla aadNchoU CoarulfiagEagmeeer, Ch1d
to Couducl the `Pavemeul Teniag aadMauagemeal Services"
Page 14
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M. Governing Law/Venue. 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.)
Two Party Agieemeat Befweea Ciry ojChula !<sta audNrcho(s Cousultlag Ens iueecs; ChfQ
to Cauduclthe Pavement Te~YYing aadMauav emeutServivs°
Page IS
4-25
Signature Page
to
Agreement behveen
City of Chula Vista and
Nichols Consulting Engineers, Chtd.
To Provide Pavement Testing and Management Services
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City of Chula Vista
Suzanne Brooks
Sr. Procurement Specialist
By:
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Dated:
Nichols Consulting Engineers, Chtd.
By: ~~~
Margot Yapp, P.E.
Vice-President
Exhibit List to Agreement (X) Exhibit A.
Tiro Parry~dgreenrnldeneen Crpry~ njC/udn !hnanndil'ieloUConraGLigEneiueecr, CHM
/o Cnnda<!!/e'Tnrrnen/Trrling nnddlnnagenien/Sen/rer'
Page 16
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Exhibit A
to
Agreement between
City of Chula Vista
and
Nichols Consulting Engineers, Chtd.
1. Effective Date of Agreement: Date last executed by~arties
2. City-Related Entity:
(X)City of Chula Vista, a municipal chartered corporation of the State of California
( )Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of
Califomia
OIndustrial 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:
Nichols Consulting Engineers, Chtd.
5. Business Form of Consultant:
( )Sole Proprietorship
( )Partnership
( X) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
501 Canal Blvd., Suite `I'
Richmond, CA 94804
Phone: (510) 215-3620
FAX: (510) 215-2898
7. General Duties:
Twa Pady,9greemersl Benveers City ajChula Vista arsdNichals CousuflingBrsgirseers, Chld
m Corsdacllke `Pavemersl TesNrsg arsdMarsagemerslServices"
Page 17
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The Consultant shall provide Pavement Testing and Management Services. This shall
include reviewing and updating the City's public street network, visually inspecting and
rating each public street segment using Streetsaver softwaze, providing field inspection and
software training for City staff, and preparing a Quality ControU Quality Assurance Plan.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
The Consultant shall furnish all services as required to collect the pavement condition
data for the City's Pavement Management System. Such services shall, at a minimum,
include the following:
1. Data Collection and Field Services
Review and update the inventory of the entire public street system, where
necessary. The existing inventory was created in 2006. There is a current total
of 2843 street segments in the database. The inventory must include the street
name, street segment limits, lengths, widths, areas, surface types, functional
classification, and date of construction. The segment attributes shall be identical
with those of the Streetsaver database. This inventory will be based on available
information provided by the City.
The surface condition distress must be visually inspected and rated for each
segment for both asphalt concrete and Portland cement concrete pavements.
Segment boundaries shall be defined by the City and shall be identical with the
City's GIS system's segments. The City shall have the right to approve or reject
the field survey personnel assigned by the Consultant to perform the visual data
collection. All surveys. s6a11 be walking visual surveys and must collect as a
minimum, but not limited to, the following distresses:
for asphalt concrete pavement:
^ alligator cracking
^ block cracking
^ longitudinal and transverse cracking
^ distortions
^ rutting & depressions
^ patching and utility trenches
^ weathering
^ raveling
for Portland cement concrete pavement:
^ comer breaks
^ shattered/divided slabs
^ faulting
^ linear cracking
^ patching & utility trenches
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^ scaling/map cracking
^ spalling
2. Review of Treatment Methodologies
In the past, the City's street rehabilitation programs have been generally broken
down into slurry/chip sealing programs and overlay/reconstruction programs. The
City is currently implementing and/or considering the implementation of several
additional treatments, including fog seals, double seals and vazious reclamation
techniques. The Consultant shall advise the City on the inclusion of these
treatments, as well as other proven maintenance and reconstruction methods, in
the Pavement Management System (PMS), including "Cool Pavement"
methodologies appropriate for use as maintenance/ rehabilitation methods for
public streets. Each segment that might benefit from rehabilitation during afive-
year period shall include a recommendation on the best methodology based on a
list of methodologies accepted by the City with the input of Consultant.
3. Pavement Management Software
The Consultant shall utilize the City's existing pavement management system
softwaze, which is the on-line version of StreetSaver. The current version of the
softwaze used by the City is Version 9.0. If an updated version of the softwaze is
available prior to completion of the inspection process, the updated version shall
be used. The Consultant shall input results of the inspections into the StreetSaver
database using existing street segment pazameters. The geographic pazameters of
each existing segment shall match exactly.
4. Training
A total of three days of formal training shall be provided.
a. A two-day training course shall be provided. this summer for City staff that
will include both field and office training in the visual collection of data
and interpretation of pavement distress and condition. This is expected to
include pavement distress characterization, determining degree of distress
severity, selection of sample sections and field training in the use of
handheld data collection devices. The course shall be conducted by an
instructor of the City's choice.
Additionally, during the inspection process, up to six City staff members
participating in this training process will go into the field to perform
inspections pazallel to the Consultant's inspectors. Consultant may be
asked to do a quality control check on the City staff s inspections.
b. The Consultant shall also provide aone-day on-site training session for
City staff in the operation of the most recent available version of
StreetSaver software. The City will provide a training facility with
sufficient computers for all participants. Training shall be hands-on, using
actual pavement data for the City. It shall include, but not be limited to,
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entering and editing data, sorting, copying, exporting, importing,
manipulating and querying data, and generating various reports.
c. The Consultant shall also provide two functional handheld data collection
devices equivalent to those used by Consultant to record and then
download all information and data collected on pavement distresses and
condition ratings to the StreetSaver database. All software and data
required for operation shall be preloaded.
Oualiri ControUOuality Assurance Plan
Consultant shall prepare a Quality ControUQuality Assurance Plan to insure the
consistency and accuracy of the pavement inspection process. This plan shall be
appropriate for use by both Nichols personnel and City staff. This shall include:
a. Description of condition survey procedures, including selection of sample
units and unique conditions.
b. How data will be collected
c. Accuracy required for data collection or acceptability criteria
d. Description of how data will be checked for accuracy. The selected
sections shall be representative of the City's network, including:
^ All functional classes
^ All surface types
^ Entire range of pavement conditions
^ All significant changes in PCI
^ All inspectors
^ Different geographical areas
e. Field data collection safety procedures
£ Schedule for when data will be submitted
g. Experience of inspectors, including past training on condition surveys or
calibration procedures.
6. Additional Services
At the City's option, Consultant shall perform other services to be defined by the
City. This may include a re-inspection of selected streets two to three years after
completion of the Citywide inspection, quality controU assurance on inspection
work performed by City staff or other work related to pavement management.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
OOther:
C. Dates or Time Limits for Delivery of Deliverables:
Deliverable No. 1: Provide Memorandum to City summarizing the results of the kickoff
meeting within 14 calendaz days of the meeting date.
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Deliverable No. 2: Provide a draft Quality Control/ Quality Assurance Plan to the City
within 30 calendar days from Effective Date of Agreement.
Deliverable No. 3: Provide Memorandum to City on evaluation, recommendation and
selection of maintenance and rehabilitation .strategies within 45 calendar days from
Effective Date of Agreement.
Deliverable No. 4: Provide two (2) copies of the Inspection Units Report and two (2)
preloaded handheld computers, either Data Wrangler or Mobile Rater at the City's option
Deliverable No. 5: Six copies of the StreetSaver training manual and six Distress
Identification Manuals
D. Date for completion of all Consultant services included in Section 8 A. Items # 1 through
#5: Fifty two (52) weeks from. commencement of Consultant Services. This does not
pertain to additional services discussed in Section 8A6. Such additional services shall be
completed by June 30, 2015.
9. Materials Required to be Supplied by City to Consultant:
10. Compensation:
A. (X) Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set
forth below:
Single Fixed Fee Amount;$159,500 ,payable as follows
Milestone or Event or Deliverable Amount or Percent of Fixed Fee
Task A: Kickoff Meeting $2,200
Task B: QC/QA Plan $3,000
Task C: Condition Surveys $131,400
Task D: M&R Treatments $4,400
Task E: Training $12,000
Task F: Inspection Units Report and Handheld Computers $6,500
(X)1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been 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
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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 Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. OPhased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
separately identified below, City shall pay the fixed fee associated with each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Consultant as to said Phase.
Phase
1.
2.
3.
Fee for Said Phase
1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 18 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 Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
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
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For performance of Additional Services not included in the Defined Services by Consultant
as requested in writing by the City, City shall pay Consultant for the productive hours of time
spent by Consultant in the performance of said Services, at the rates or amounts set forth in the
Rate Schedule herein below according to the following terms and conditions. Said Additional
Services are at the option of the City and shall be limited to a maximum of $50,000.
(1) ONot-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
the Defined Services herein required of Consultant for $ ,
including all Materials, and other "reimbursables" (Maximum Compensation).
(2) (X)Limitation without Further Authorization on Time and Materials Arrangement
At such time as Consultant shall have incurred time and materials equal to
$_50,000 (Authorization Limit), Consultant shall not be entitled to any additional
compensation without further authorization issued in writing and approved by the City.
Nothing herein shall preclude Consultant from providing additional Services at
Consultant's own cost and expense. See below for rate schedule per calendar year.
Rate Schedule
Category of Employee Hourly Rate
of Consultant Name 2011 2012 2013 2014 2015
Proiect Manaeer Maz~ot Yapp $210 $214 $218 $223 $227
Technician Various 75 76.50 78 80 81
Clerical Various $65 $66.30 $67.60 $69 $70.35
( )Hourly rates may increase by 6% for services rendered after [month], 20_, if delay
in providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
( X) None, the compensation includes all costs, excepting Travel Costs incurred in the
course of providing additional services. Such expenditures shall be reimbursed at cost.
Cost or Rate
O Reports, not to exceed $ $
O Copies, not to exceed $ $
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O Travel, not to exceed $
O Printing, not to exceed $
O Postage, not to exceed $ '
O Delivery, not to exceed $
O Outside Services:
O Other Actual Identifiable Direct Costs:
not to exceed $
not to exceed $
12. Contract Administrators:
City: Elizabeth Chopp, P.E.
Senior Civil Engineer
Consultant: Margot Yapp, P.E.
Vice President
Nichols Consulting Engineers
13. Liquidated Damages Rate: N/A
O $ per day.
OOther.
$
$
14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code (Chula Vista Municipal Code chapter 2.02):
(X)Not Applicable. Not an FPPC Filer.
O FPPC Filer
( )Category No. 1. Investments, sources of income and business interests.
OCategory No. 2. Interests in real property.
OCategory No. 3. Investments, business positions, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
()Category No. 4. Investments and business positions in business entities and sources of
income that engage in land development, construction or the acquisition or sale of
real property.
OCategory No. 5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
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Vista or the City's Redevelopment Agency to provide services, supplies, materials,
machinery or equipment.
O Category No. 6. Investments and business positions in business entities and sources of
income that, within the past two yeazs, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
( )List Consultant Associates interests in real property within 2 radial miles of Project
Property, if any:
15. ( )Consultant is Real Estate Broker and/or Salesman
16. Permitted Subconsultants:
Dr. Roger Smith
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
(X) Monthly
( )Quarterly
OOther:
B. Day of the Period for submission of Consultant's Billing:
OFirst of the Month
O 15th Day of each Month
(X)End of the Month
OOther:
C. City's Account Number: To be assigned
18. Security for Performance
( )Performance Bond, $
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OLetter of Credit, $
OOther Security:
Type:
Amount: $
( X) Retention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Consultant sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the Retention Release Event, listed below, has
occurred:
(X) Retention Percentage: 10
( )Retention Amount: $
Retention Release Event:
( X) Completion of All Consultant Services (excepting Section 8 A Item #6)
( )Other:
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