1 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH ICF CONSULTING, LLC
TO PROVIDE FLEET ELECTRIFICATION CONSULTING
This Agreement is entered into effective as of January 14, 2025, (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and ICF Consulting, LLC , A California Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, City requires consulting services to develop a comprehensive Fleet Electrification and Electric Vehicle (EV) Charging Infrastructure Master Plan and City Fleet Policies; and
WHEREAS, In order to procure these services City solicited proposals in accordance with Chula Vista Municipal Code Section 2.56.1 10 for professional services contracts exceeding $50,000, received sixteen (16) proposals, and selected ICF Consulting as the most qualified amongst those submitting; and
WHEREAS, after completing review of the proposals, staff ranked ICF Consulting as first based on the criteria described in the solicitation; 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.] 2 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additi onal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Consultant expres sly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 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.
1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the fo rm and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City.
1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures nece ssary to ensure that all subcontractors and 3 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate , subject to Sections 6 .1 and 6 .2 of this Agreement, when the Parties have complied with all their oblig ations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the curr ent monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Consultant . Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed , City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below . At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”) . Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant.
2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maxi mum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval . Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of 4 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance . Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, 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. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all sub -consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub -consultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. 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; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, 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 provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage . Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words 5 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
“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” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. 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.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. 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 this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), 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 Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability , costs and expenses arising f rom the sole negligence or willful misconduct of the Indemnified Parties. 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 In demnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services . Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782. 8, as may be amended from time to time, the defense and indemnity 6 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consu ltant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Se ction 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs . Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4.
4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement.
5. CONFLICTS OF INTEREST
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700).
In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor wo rking solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, wheth er contractual, non -contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered wheth er or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
5.3 Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $250 within the previo us twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a spec ific 7 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
contract. In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit D, incorporated into the Agreement by this reference.
6. REMEDIES
6.1 Termination for Cause . If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Defaul t”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services.
Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims . In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 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 file d 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 be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. 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.
6.5 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 San Diego County, State of California. Consultant hereby waives any right to remove any action from San Diego County as may otherwise be permitted by California Code of Civil Procedure section 394.
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Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents t o service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranti es and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services , Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including s uch records in the possession of sub - contractors/sub-consultants.
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Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volu nteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed 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. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Co nsultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 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 at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
10 City of Chula Vista Agreement No.: 2024-290
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SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
ICF CONSULTING, LLC CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________
JANINE EGLER JOHN MCCANN
SENIOR CONTRACTS ADMINISTRATOR MAYOR
ATTEST
BY: ________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY: _______________________________
Marco Verdugo
City Attorney
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Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Zohair Youman or Alicia Granados
1800 Maxwell Rd, Chula Vista, CA 91911,
(619)397-6079 or (619)397-6145
[email protected] or [email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Consultant Contract Administration:
ICF CONSULTING, LLC
Janine Egler, Senior Contracts Administrator
1902 Reston Metro Plaza, Reston, VA 20190
(703)934-3269
[email protected]
For Legal Notice Copy to:
CET Contracts
1902 Reston Metro Plaza, Reston, VA 20190
(703)934-3000
[email protected]
2. Required Services
A. General Description:
ICF Consulting shall provide all labor, materials, services, and equipment necessary for the development of a comprehensive Fleet Electrification & Electric Vehicle (EV) Charging Master Plan and City Fleet Policies.
The proposed Master Plan and Fleet Policies shall serve as a framework to guide decisions on growth, development, and management of the City’s fleet services that shall conform with the City’s General Plan, Climate Action Plan, and Strategic Plan.
All assessments shall be conducted in accordance with well-established industry standards and shall be performed by individuals trained and licensed and/or certified in construction, engineering, and/or architecture for the specific building systems they are assessing.
All work shall be in accordance with applicable practices and shall conform to all applicable laws, codes and regulations. All services, equipment and materials provided by ICF Consulting must be in accordance with 12 City of Chula Vista Agreement No.: 2024-290
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applicable Federal, State and local regulations, laws, and codes. The City reserves the right to modify the scope of the project at any time.
B. Detailed Description:
ICF Consulting shall provide professional consulting services and is expected to fulfill the requirements described in the Scope of Services to accomplish the City’s objective of electrifying the City’s fleet and updating the City’s fleet policies. ICF Consulting is expected to provide suggestions other than those listed in the Scope of Services, which they believe would be of value to producing master plan that reflects the unique nature of the City of Chula Vista. Suggestions which require ICF Consulting to provide a service that may cause a cost increase are to be shown as “Value Added Costs.” Upon final selection, the Scope of Services may be modified and/or refined as needed. It is important to note that emergency vehicles defined in California Vehicle Code § 165 are exempt from California electrification mandates.
The Scope of Services is organized into the following tasks:
TASK 1 – PROJECT KICK-OFF
Project Kick-Off Meeting
ICF Consulting shall facilitate a kick-off meeting with key City Staff to receive available information related to the project, identify and discuss the following: technical issues, discuss relevant regulations, coordinate City Staff/ICF Consulting responsibilities, and refine the project schedule.
TASK 2 – REVIEW OF POLICIES, DOCUMENTS, AND EXISTING CITY FLEET AND
INFRASTRUCTURE
ICF Consulting shall review policies and documents that are relevant to the development of the final Fleet Electrification & Electric Vehicle Charging Master Plan and City Fleet Policies. This information shall be provided by the City, where available, existing policies and data prior to the commencement of the assessments.
TASK 3 – ELECTRIC VEHICLE AND CHARGING STATION ASSESSMENT Electric Vehicle Assessment
• Work with City Staff to evaluate the composition of the City’s existing fleet, utilization patterns, locations of vehicle storage, and maintenance. The inventory shall establish a baseline for the current City fleet and electrification status.
• Review the City’s existing fleet policies and procurement procedures. • Identify and recommend available EV options and provide a cost analysis, including purchase, maintenance, expected useful life, and salvage value.
• Provide a budget and cost analysis.
• Offer insights on expected costs and estimated timelines for the availability of vehicles not currently on the market.
• Create a timeline for the expected vehicle replacement schedule. • Identify incentive and financing mechanisms and other strategies that could accelerate the electrification of the City’s fleet.
• Identify barriers to the fleet electrification transition. 13 City of Chula Vista Agreement No.: 2024-290
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• Provide guidance on California Air Resources Board (CARB) Advanced Clean Fleets regulation and requirements.
• Provide guidance on potential paths forward for vehicles that do not clearly qualify for exemption under the various CARB regulations.
Electric Vehicle Charging Equipment Assessment
• Work with City Staff to evaluate the composition of the City’s existing EV charging infrastructure, consumption patterns, locations of charging stations, current fee, and maintenance. • Identify site locations for EV charging infrastructure. • Determine energy requirements for the proposed fleet and existing power supply. • Identify applicable EV charging equipment options and provide acquisition and maintenance costs. • Provide a budget and cost analysis for charging equipment. • Provide a life cycle cost analysis of EV charging equipment. • Identify incentive and financing mechanisms.
• Notify City Staff of infrastructure improvements necessary to meet electrical needs for charging equipment, including coordination with the utility company on electrical supply availability. • Identify opportunities for public and City staff EV charging on City properties. • Identify scenarios where additional off-site charging resources may be required to support fleet operations. • Provide recommendations for emergency backup charging, solar generation, and storage.
Deliverables
• Report and presentation of CARB regulations, updates, and compliance requirements. • Electric Vehicle Assessment that includes vehicle replacement schedule, vehicle replacement recommendations, budget and cost analysis, regulatory compliance. • Electric Vehicle Charging Equipment Assessment that includes site locations, energy requirements, infrastructure improvements, budget and cost analysis (acquisition, installation, maintenance, life cycle), emergency backup/solar recommendations.
TASK 4 – DEVELOPMENT OF CITY FLEET POLICIES & STANDARDS • Work with City Staff to review existing fleet policies. • Present information to key City staff identifying existing policy issues and any relevant federal/state mandates. • Identify and present fleet industry standards and future developments. • Draft comprehensive, clear, and consistent fleet policies and standards; including, new and revision of existing policies. ICF Consulting must submit original version to Project Manager in Microsoft Word format.
Deliverables
• Using information received and developed in Task 2, 3, and 4, draft recommended policies that align with Fleet industry standards that support the Fleet operation, City objectives, and related legislation.
TASK 5 – FLEET ELECTRIFICATION & VEHICLE CHARGING MASTER PLAN ICF Consulting must prepare the Fleet Electrification & Vehicle Charging Master Plan that contains, but is not limited to the following:
14 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
1. Utilizing information gathered and developed in Task 3, provide a Master Plan which takes into consideration the City’s anticipated needs to electrify the fleet, infrastructure to support fleet electrification, fleet policies, fleet industry standards, and CARB mandates.
2. The final Master Plan shall include, but are not limited to:
• Executive Summary
• Fleet Electrification Equipment Replacement Schedule
• Electric Vehicle Recommendations
• Carbon and Pollutant Reduction Analysis
• Electric Vehicle Charging Plan
• Project Budget & Analysis
• Incentive Programs & Funding Sources
• Workforce/Staffing Recommendations (Optional Task 6)
• Other Relevant/Diagrammatic Information
• PowerPoint Presentation (to accompany the plan)
TASK 6 – WORKFORCE & STAFFING LEVELS (Optional)
• Review existing City Fleet staffing levels.
• Determine any changes in staffing and training required to adequately manage the electrified fleet and resources available for that training.
• Provide recommendations on technical and professional development of City Staff in order to maintain, service, and repair electric fleet and infrastructure
• Provide a comprehensive labor cost analysis for the repair and maintenance of EVs including estimated labor hours for common EV on repair tasks.
• Provide recommendations for staffing levels for Fleet Maintenance including, technicians, project managers, and administrative staff to execute and administer the Master Plan.
Deliverables
• Comprehensive workforce assessment that identifies the required staffing levels to maintain, service, repair EVs and EV charging equipment, and administer the Master Plan, including labor cost assessment of repair and maintenance tasks as well as resources available for training and professional development.
Task 7 - VALUE ADDED & ADDITIONAL RELATED SERVICES
ICF Consulting may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value & added related services will be considered by the City and may or may not be incorporated in the agreement. The fees for any additional related services must be identified in your proposal per service and totaled in the fee proposal through PlanetBids.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin December 17, 2024 and end on December 16, 202 7 with the option to extend for two (2) one -year extensions for completion of all Required Services.
4. Compensation:
15 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
A. Form of Compensation
☒ Time and Materials. For performance of the Required Services by Consultant as identified in Section 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated below:
Labor Category Amount
Project Manager $280.31
Project Director $232.56
Principal Expert $221.60
Senior Consultant $188.14
Consultant $149.84
Senior Analyst $158.05
Not-to-Exceed the following:
Task No. Deliverable Amount
1 & 2 Project Kick-Off Meeting &
Review of Policies, Documents &
Existing City Fleet and
Infrastructure
$17,555
3.1 Electric Vehicle Assessment $13,833
3.2 Electric Vehicle Charging
Assessment
$23,171
4 Development of City Fleet
Policies & Standards
$10,401
5 Fleet Electrification & Vehicle
Charging Master Plan
$16,983
6 Workforce Development &
Staffing Levels
$12,905
7 Value Added & Additional
Related Services
$19,997
Tasks 1-7 Subtotal $114,845
Contingency (ODC & Travel) $12,855
Not to Exceed Amount $127,700
B. Reimbursement of Costs
☒ Invoiced or agreed-upon amounts as follows:
Other Direct Costs (ODC) and travel costs to be invoiced on a monthly basis as incurred at cost plus applicable G&A. ICG will work directly with the City of Chula Vista and seek permission before incurring any ODC or travel expenses.
16 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through December 16, 2027 shall not exceed $127,700.
5. Special Provisions:
☐ Permitted Sub-Consultants: None
☐ Security for Performance: None
☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for two additional one-year terms or December 17, 2027 through December 16, 2028 and December 17, 2028 through December 16, 2029. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to the rate of inflation as reflec ted by the San Diego Consumer Price Index (“CPI”) – for Urban Wage Earners and Clerical Workers (CPI-W), up to a maximum increase of 5% for any one (1) additional term for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document.
17 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant shall adhe re to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
☒ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is u sed, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
☒ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
☒ Professional Liability
(Errors & Omissions)
$1,000,000 each occurrence
$2,000,000 aggregate
Other Negotiated Insurance Terms: NONE
18 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act 1 and the Chula Vista Conflict of Interest Code 2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3
☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Address Applicable Designation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for each
individual
Enter email address(es) ☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more of
the categories under which the consultant shall file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☐ C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Alicia Granados
1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company).
19 City of Chula Vista Agreement No.: 2024-290
Consultant Name: ICF Consulting, LLC Rev. 03/21/2024
EXHIBIT D
CONSULTANT LEVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer 5 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract .
The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract . The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
☐ A. The Levine Act (Govt. Code §84308) DOES NOT apply to this Agreement. ☒ B. The Levine Act (Govt. Code §84308) does apply to this Agreement and the required disclosure is as follows:
Current Officers can be located on the City of Chula Vista’s websites below:
Mayor & Council - https://www.chulavistaca.gov/departments/mayor-council City Attorney - https://www.chulavistaca.gov/departments/city-attorney/about-us Planning Commissioners – www.chulavistaca.gov/pc
Candidate for Elected Office – www.chulavistaca.gov/elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $250 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): Click or tap here to enter text.
NO: ☒
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $250 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement?
YES: ☐ If yes, which Officer(s): Click or tap here to enter text.
NO: ☒
Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement. However, it may preclude the identified Officer(s) from participating in any actions related to the Agreement.
5 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308