cc/bsd 2025 AR 12/09 as-needed professional engineering services award of contracts — Vista City Council, December 9, 2025 (part 1 of 3)

ACTION:

____________________________
Clerk/Secretary

Department: Engineering Item No: C12
Prepared by:

Jason Rivera, Capital Projects Manager
Erin Adams, Administrative Programs Manager Meeting Date: December 9, 2025 Approved by:

Greg Mayer, Director of Engineering
John Conley, City Manager Agenda Location: Consent Calendar

SUBJECT: AS-NEEDED PROFESSIONAL GEOTECHNICAL ENGINEERING, MATERIAL TESTING, AND CONSTRUCTION INSPECTION SERVICES – AWARD OF CONTRACTS

RECOMMENDATION:

1. Adopt City Council Resolution No. 2025- , approving a contract with Fenagh, Inc. for as -needed professional geotechnical engineering, material testing, and construction inspection services.

2. Adopt Buena Sanitation District Resolution No. 2025- , approving a contract with Fenagh, Inc. for as- needed professional geotechnical engineering, material testing, and construction inspection services.

3. Adopt City Council Resolution No. 2025- , approving a contract with Geocon Incorporated for as-needed professional geotechnical engineering, material testing, and construction inspection services.

4. Adopt Buena Sanitation District Resolution No. 2025- , approving a contract with Geocon Incorporated for as -needed professional geotechnical engineering, material testing, and construction inspection services.

5. Adopt City Council Resolution No. 2025- , approving a contract with GeoSoils, Inc. for as -needed professional geotechnical engineering, material testing, and construction inspection services.

6. Adopt Buena Sanitation District Resolution No. 2025- , approving a contract with GeoSoils, Inc. for as- needed professional geotechnical engineering, material testing, and construction inspection services.

CORRELATION TO CITY COUNCIL GOALS: Routine operational item not directly corresponding to a specific City Council goal.

PRIOR ACTION: On June 11, 2024, adopted City Council Resolution No. 2024 -86, adopting a Capital Project Budget for Fiscal Years 2024/25 and 2025/26 (Vote: 5-0).

STATEMENT ON THE SUBJECT: The City and Buena Sanitation District have many diverse Capital Improvement Program (CIP) projects that utilize Design- Bid-Build and Progressive Design -Build delivery methods. Having consultants support CIP and Sanitation construction projects by providing professional geotechnical engineering, material testing and construction inspection services benefit the construction process by bringing expertise, personnel and equipment for existing soil and pavement assessment during design, and quality assurance material testing.

On September 22, 2025, the City and Sanitation District issued a Request for Qualifications (RFQ) for as- needed professional geotechnical engineering, material testing and construction inspection services on the City’s procurement website and online procurement portal, OpenGov. The City and Sanitation District received eleven responsive proposals on October 27, 2025, from the following firms:

AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
12/09/2025
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MEETING DATE: December 9, 2025 PAGE 2
SUBJECT: AS-NEEDED PROFESSIONAL GEOTECHNICAL ENGINEERING, MATERIAL TESTING, AND CONSTRUCTION INSPECTION SERVICES – AWARD OF CONTRACTS C ompany Name Location
C eterra RMA Group Rancho Cucamonga, CA
Fenagh, Inc. San Diego, CA
Geocon Incorporated San Diego, CA
GeoSoils, Inc. Carlsbad, CA
Haley & Aldrich Walnut Creek, CA
MTGL, Inc. San Diego, CA
Ninyo & Moore San Diego, CA
NOVA Services, Inc. San Diego, CA
Terraphase Engineering, Inc. Oakland, CA
Twining, Inc. Long Beach, CA
Verdantas, Inc. San Diego, CA
S
taff reviewed and ranked the proposals based upon pre-determined criteria identified in the RFQ, including overall experience, key personnel, understanding project objections, quality of work and familiarity with City and Buena Sanitation District requirements. Staff then reviewed the proposed hourly rates of the top three candidates and determined them to be fair and equitable with respect to the expertise and geographic region. Based on evaluation of the proposals, City and District staff recommend the selection of Fenagh, Inc., Geocon Incorporated and GeoSoils, Inc. to provide as-needed professional geotechnical engineering, material testing and construction inspection services.

FI
SCAL IMPACT: Each contract will have a ceiling of $800,000 over a three- year term with the option to extend the contracts up to two additional years. Funding for these contracts will be covered on an as-needed basis from the Capital Projects Budget.

EXHIBITS:

1. City Council Resolution 2025- , approving a contract with Fenagh, Inc. for as -needed professional geotechnical engineering, material testing, and construction inspection services

2. Buena Sanitation District Resolution 2025- , approving a contract with Fenagh, Inc. for as -needed pr
ofessional geotechnical engineering, material testing, and construction inspection services

3. City Council Resolution 2025- , approving a contract with Geocon Incorporated for as-needed pr
ofessional geotechnical engineering, material testing, and construction inspection services

4. Buena Sanitation District Resolution 2025- , approving a contract with Geocon Incorporated for as- needed professional geotechnical engineering, material testing, and construction inspection services

5. City Council Resolution 2025- , approving a contract with GeoSoils, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services

6. Buena Sanitation District Resolution 2025- , approving a contract with GeoSoils, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services

7. Contract with Fenagh, Inc.

8. Contract with Geocon Incorporated

9. Contract with GeoSoils, Inc.
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RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF VISTA, CALIFORNIA, APPROVING A CONTRACT WITH FENAGH, INC. FOR

AS-NEEDED PROFESSIONAL GEOTECHNICAL ENGINEERING, MATERIAL

TESTING, AND CONSTRUCTION INSPECTION SERVICES
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into a contract with Fenagh, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services.

B. Pursuant to Section 3.08.060 of the Vista Municipal Code, a request for qualifications (RFQ) was issued September 22, 2025.

C. Eleven statements of qualifications were submitted in response to the RFQ and we evaluated based upon the predetermined evaluation criteria defined in the RFQ.

D. Staff recommends the selection of Fenagh, Inc. as one of three consultants to provide as-needed professional geotechnical engineering, material testing, and construction inspection services pursuant to the contract on file with the City Clerk (“Contract”).

2. Action.

A. The contract between the City of Vista and Fenagh, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services is approved, and the Mayor is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on December 9, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20251124163242
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
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RESOLUTION NO. 2025-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

BUENA SANITATION DISTRICT, APPROVING A CONTRACT WITH FENAGH, INC. FOR AS-NEEDED PROFESSIONAL GEOTECHNICAL ENGINEERING,

MATERIAL TESTING, AND CONSTRUCTION INSPECTION SERVICES
The Board of Directors of the Buena Sanitation District does resolve as follows:

1. Findings. The Board of Directors hereby finds and declares the following:

A. The District desires to enter into a contract with Fenagh, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services.

B. Pursuant to Section 3.08.060 of the Vista Municipal Code, a request for qualifications (RFQ) was issued September 22, 2025.

C. Eleven statements of qualifications were submitted in response to the RFQ and we evaluated based upon the predetermined evaluation criteria defined in the RFQ.

2. Action.

A. The contract between the Buena Sanitation District and Fenagh, Inc. for as- needed professional geotechnical engineering, material testing, and construction inspection services is approved, and the Chairperson is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the Board of Directors of the Buena Sanitation District held on December 9, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, DISTRICT COUNSEL
By:

APPROVED
Walter C. Chung
20251124163416
JOHN B. FRANKLIN, CHAIRPERSON
ATTEST:

KATHY VALDEZ, CLERK OF THE BOARD
By:
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RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING A CONTRACT WITH GEOCON

INCORPORATED FOR AS-NEEDED PROFESSIONAL GEOTECHNICAL

ENGINEERING, MATERIAL TESTING, AND CONSTRUCTION INSPECTION

SERVICES
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into a contract with Geocon Incorporated for as-needed professional geotechnical engineering, material testing, and construction inspection services.

B. Pursuant to Section 3.08.060 of the Vista Municipal Code, a request for qualifications (RFQ) was issued September 22, 2025.

C. Eleven statements of qualifications were submitted in response to the RFQ and we evaluated based upon the predetermined evaluation criteria defined in the RFQ.

D. Staff recommends the selection of Geocon Incorporated as one of three consultants to provide as-needed professional geotechnical engineering, material testing, and construction inspection services pursuant to the contract on file with the City Clerk (“Contract”).

2. Action.

A. The contract between the City of Vista and Geocon Incorporated for as-needed professional geotechnical engineering, material testing, and construction inspection services is approved, and the Mayor is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on December 9, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20251124163534
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
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RESOLUTION NO. 2025-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

BUENA SANITATION DISTRICT, APPROVING A CONTRACT WITH GEOCON

INCORPORATED FOR AS-NEEDED PROFESSIONAL GEOTECHNICAL

ENGINEERING, MATERIAL TESTING, AND CONSTRUCTION INSPECTION

SERVICES
The Board of Directors of the Buena Sanitation District does resolve as follows:

1. Findings. The Board of Directors hereby finds and declares the following:

A. The District desires to enter into a contract with Geocon Incorporated for as- needed professional geotechnical engineering, material testing, and construction inspection services.

B. Pursuant to Section 3.08.060 of the Vista Municipal Code, a request for qualifications (RFQ) was issued September 22, 2025.

C. Eleven statements of qualifications were submitted in response to the RFQ and we evaluated based upon the predetermined evaluation criteria defined in the RFQ.

2. Action.

A. The contract between the Buena Sanitation District and Geocon Incorporated for as-needed professional geotechnical engineering, material testing, and construction inspection services is approved, and the Chairperson is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the Board of Directors of the Buena Sanitation District held on December 9, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, DISTRICT COUNSEL
By:

APPROVED
Walter C. Chung
20251124163727
JOHN B. FRANKLIN, CHAIRPERSON
ATTEST:

KATHY VALDEZ, CLERK OF THE BOARD
By:
12/09/2025
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RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF VISTA, CALIFORNIA, APPROVING A CONTRACT WITH GEOSOILS, INC.

FOR AS-NEEDED PROFESSIONAL GEOTECHNICAL ENGINEERING,

MATERIAL TESTING, AND CONSTRUCTION INSPECTION SERVICES
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into a contract with GeoSoils, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services.

B. Pursuant to Section 3.08.060 of the Vista Municipal Code, a request for qualifications (RFQ) was issued September 22, 2025.

C. Eleven statements of qualifications were submitted in response to the RFQ and we evaluated based upon the predetermined evaluation criteria defined in the RFQ.

D. Staff recommends the selection of GeoSoils, Inc. as one of three consultants to provide as-needed professional geotechnical engineering, material testing, and construction inspection services pursuant to the contract on file with the City Clerk (“Contract”).

2. Action.

A. The contract between the City of Vista and GeoSoils, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services is approved, and the Mayor is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on December 9, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20251124163936
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
12/09/2025
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RESOLUTION NO. 2025-

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

BUENA SANITATION DISTRICT, APPROVING A CONTRACT WITH
GEOSOILS, INC. FOR AS-NEEDED PROFESSIONAL GEOTECHNICAL

ENGINEERING, MATERIAL TESTING, AND CONSTRUCTION INSPECTION

SERVICES
The Board of Directors of the Buena Sanitation District does resolve as follows:

1. Findings. The Board of Directors hereby finds and declares the following:

A. The District desires to enter into a contract with GeoSoils, Inc. for as-needed professional geotechnical engineering, material testing, and construction inspection services.

B. Pursuant to Section 3.08.060 of the Vista Municipal Code, a request for qualifications (RFQ) was issued September 22, 2025.

C. Eleven statements of qualifications were submitted in response to the RFQ and we evaluated based upon the predetermined evaluation criteria defined in the RFQ.

2. Action.

A. The contract between the Buena Sanitation District and GeoSoils, Inc. for as- needed professional geotechnical engineering, material testing, and construction inspection services is approved, and the Chairperson is authorized to execute the contract.

3. Adoption. PASSED AND ADOPTED at a meeting of the Board of Directors of the Buena Sanitation District held on December 9, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, DISTRICT COUNSEL
By:

APPROVED
Walter C. Chung
20251124164118
JOHN B. FRANKLIN, CHAIRPERSON
ATTEST:

KATHY VALDEZ, CLERK OF THE BOARD
By:
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FENAGH, INC.

Professional Services – RFP – Prevailing Wages

CONTRACT FOR AS-NEEDED PROFESSIONAL GEOTECHNICAL

ENGINEERING, MATERIALS TESTING, AND CONSTRUCTION INSPECTION

SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
AND
BUENA SANITATION DISTRICT, a County
Sanitation District
200 Civic Center Drive
Vista, CA 92084
Working Contact: Jason Rivera
Billing Contact: Erin Adams
The “Contractor”
Fenagh, Inc., a California corporation
2110 Rheem Dr., Ste. C
Pleasanton, CA 94588
Contact: Thomas Higginbotham

2.0 BASIC TERMS

2.1 The “Services” to be performed by Contractor are set forth in (“Exhibit A”).

2.2 The “Required License” for the Services is: California Geotechnical Engineer.

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated October 27, 2025 (“Exhibit B”).

2.6 The “Contract Ceiling Price” is: $800,000.

2.7 This Contract requires the payment of prevailing wages. As a condition precedent to the effectiveness of this Contract, the Contractor shall execute and deliver to City the Labor Law Compliance Form (Exhibit D).

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 36 calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional 24 months, in increments of City’s choice, for a maximum Term of 60 from the Contract Date. 12/09/2025
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Professional Services – RFP – Prevailing Wages

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

4.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, supplies, and manufactured articles, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work or other operations, as may be required from time to time, in accordance with Exhibit A and Exhibit B. The Services shall be complete, and all work, material, and services not expressly called for in the Proposal which may be necessary for complete and proper construction to carry out the Contract in good faith, shall be performed, furnished, and installed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

5.0 COMPENSATION

5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit B for the Services to be performed. For contract option years, City may approve, upon Contractor’s request, an increase in the pricing in Exhibit B in the amount of the increase in the Consumer Price Index, San Diego Area for all Urban Customers (CIP-U) as published by the Bureau of Labor Statistics during the preceding year, or 3.0% whichever is less.

5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

Professional Services – RFP – Prevailing Wages
Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E and the Standard Specifications (defined below).

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

8.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.

9.0 STANDARD OF PERFORMANCE

9.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

9.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
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10.0 STANDARD SPECIFICATIONS AND STANDARD PLANS

10.1 Except as otherwise provided, whenever reference is made to “Standard Specifications”, it shall mean:

Standard Specifications for Public Works Construction, most current edition and supplement, as last amended, with Regional Supplements, written and promulgated by Southern California Chapter, American Public Works Association, and Southern California District, Associated General Contractors of California, Joint Cooperative Committee (“Greenbook”) and the City of Vista Special Provisions to the Greenbook.

10.2 Except as otherwise provided, whenever reference is made to “Standard Plans”, it shall mean:

San Diego Area Regional Standard Drawings, and City of Vista Standard Drawings, latest edition, unless otherwise noted.

11.0 SUPPLEMENTARY DEFINITIONS
In addition to or in lieu of the terms and definitions specified in Section 1-2 of the Standard Specifications, wherever the following terms and definitions are used, the intent and meaning shall be as follows:

City: The City of Vista.

Board: The City Council of the City of Vista.

Drawings or Plans: All drawings, plans, maps, profiles, and diagrams delineating the work on the Services.

12.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

12.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

12.2 Contractor represents and warrants that all design professional services shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.

12.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

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12.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

12.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

12.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

13.0 CIVIL RIGHTS

13.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

13.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

13.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

13.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

13.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

13.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

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13.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

14.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

15.0 ASSIGNMENT AND SUBCONSULTING

15.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

15.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

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16.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.

17.0 FINANCIAL` RECORDS

17.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

17.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

18.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

19.0 CONFIDENTIALITY

19.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

Professional Services – RFP – Prevailing Wages
obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

19.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.

20.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent, or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

21.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

22.0 INDEMNIFICATION

22.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by City's sole negligence or willful misconduct; or (2) for Liability caused by City's active negligence, in which case the indemnity received by City shall be reduced by the amount: (i) that City's active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).

22.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination 12/09/2025
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00034875 3 9 of 11 FENAGH, INC.

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of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

22.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.

23.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

24.0 SERVICE OF NOTICE

24.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

24.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

28.0 PREVAILING WAGES
Pursuant to Section 1781 of the Labor Code, Contractor is advised that certain work contemplated in this contract may be subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Contractor shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work day/week hours and overtime rates pursuant to Sections 1813 and 1815 of the Labor Code and the obligation set forth in Sections 1774–1776 of the Labor Code in regards to payment of prevailing wages and to provide the City and the Department of Industrial Relations certified payrolls when 12/09/2025
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required. A certified copy of all payroll records relative to this project shall be submitted to the City along with the related invoice. Receipt of certified payroll records is a prerequisite to receiving payment.

No Contractor or sub-Contractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. No Contractor or sub-Contractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. All Contractors and sub-Contractors must furnish electronic certified payroll records to the Labor Commissioner. This requirement applies to all public works projects, whether new or ongoing. Contractor is further advised that any prevailing wage work contemplated herein is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

29.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

30.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

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31.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR /

CHAIRPERSON

ATTEST:

KATHY VALDEZ, CITY CLERK / CLERK OF THE
BOARD

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY / DISTRICT

COUNSEL

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

APPROVED
Amanda L. Guy
20251110130018

“Contractor”

FENAGH, INC., a California corporation

By:

Name/Title

By:

Name/Title

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00034875 3 Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

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CITY OF VISTA & BUENA SANITATION DISTRICT

REQUEST FOR QUALIFICATIONS (RFQ),
FOR

AS-NEEDED PROFESSIONAL GEOTECHNICAL

ENGINEERING, MATERIAL TESTING, AND

CONSTRUCTION INSPECION SERVICES
Addendum No. 1
October 15, 2025

All Contractual Requirements as defined within the Contract Documents shall remain in full force to the extent that they are not modified or in conflict with the attached addendum.

A. QUESTIONS AND ANSWERS

Q1 (OpenGov-Question 11)
Mariel Attento Rhorer Oct 7 2025 at 10:19 AM
Twining, Inc.

Is it possible to include language pertaining to California Civil Code 2782.8, as is the design professional industry standard? Such as the following: Notwithstanding anything to the contrary set forth in this Article, if Contractor is a “design professional” (as defined in California Civil Code Section 2782.8(c)), and to the extent that it is performing any of the Services in its capacity as a design professional, Contractor’s indemnification and defense obligations under this Article with respect to such Services will be limited in accordance with, but required to the maximum extent permitted under, California Civil Code Section 2782.8.

A1 (OpenGov-question 11)
Please see revised Exhibit A with updated Sample City of Vista and BSD Professional Services Agreement. (Paragraph 22) Since the Question and Answers period has passed, any further issues shall be identified and explained per 3.7.6 ‘Exceptions to RFQ’ .

Q2 (OpenGov-question 4)
Kim Goodrich Oct 3 2025 at 12:56 PM
Geocon Consultants, Inc.

Please confirm whether the City considers “Subconsultant” and “Subcontractor” interchangeable. Subcontractors are typically retained on an as-needed basis, with no 12/09/2025
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guarantee of use. Will the City allow subcontractor fee schedules to be provided at the time of individual Task Orders rather than with the initial SOQ? A2 (OpenGov-question 4)
Yes, for purposes of this RFQ, the term “subcontractor” and “subconsultant” is used interchangeably.

In accordance with Par 13 of RFQ, Establishment of Fees, subcontractor fee schedules may be provided at the time individual task orders are negotiated.

Since the Question and Answers period has passed, any further issues shall be identified and explained per 3.7.6 ‘Exceptions to RFQ’ .

Q3 (OpenGov-Question 7)
Christine Horn Oct 6 2025 at 11:17 AM
Geocon Incorporated
Indemnity [Section 24.0]: The indemnity clause in the Sample Agreement does not appear to comply with California Civil Code §2782.8, as it is not negligence-based and does not provide for proportionate allocation of defense costs. Can the City please clarify whether the indemnity language in the final agreement can be revised to conform with the requirements of §2782.8?
A3 (OpenGov-Question 7)
Please see revised Exhibit A with updated Sample City of Vista and BSD Professional Services Agreement. Since the Question and Answers period has passed, any further issues shall be identified and explained per 3.7.6 ‘Exceptions to RFQ’ .

Q4 (OpenGov-Question 8)
Christine Horn Oct 6 2025 at 11:19 AM
Geocon Incorporated
Insurance [Exhibit C]: The insurance section of the Sample Agreement states that if the Consultant maintains limits higher than the minimum required by the contract, the City will be entitled to the Consultant’s full limits of insurance. This language is problematic because it unfairly requires the Consultant to make all available insurance proceeds, including those above the required limits, accessible to the City for a single contract.

This effectively puts the Consultant’s full policy limits at risk, regardless of a project’s scope or value. Insurance policies are typically intended to cover multiple projects or clients, and exposing the full limits to one party undermines the purpose of having defined coverage minimums. It also exceeds what most insurers are willing to endorse, 12/09/2025
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potentially leaving the Consultant without adequate coverage for other work and creating serious insurability and cost issues. This seems inconsistent with the intent of setting minimum insurance requirements. Can the City please clarify whether this provision can be revised so that only the stated minimum limits apply to the Consultant’s obligations under the Agreement?
A4 (OpenGov-Question 8)
This comment is noted but no response is needed at this time. Please see revised Exhibit A with updated Sample City of Vista and BSD Professional Services Agreement.

Since the Question and Answers period has passed, any further issues shall be identified and explained per 3.7.6 ‘Exceptions to RFQ’ .

Q5 (OpenGov-Question 9)
Christine Horn Oct 6 2025 at 11:20 AM
Geocon Incorporated
Insurance [Exhibit C]: Currently, the insurance requirements state that all coverages must be carried on a primary and non-contributory basis. However, only Commercial General Liability and Automobile Liability can be carried on this basis. Can the Agreement be revised to specify this distinction?
A5 (OpenGov-Question 9)
This comment is noted but no response is needed at this time. Please see revised Exhibit A with updated Sample City of Vista and BSD Professional Services Agreement.

Since the Question and Answers period has passed, any further issues shall be identified and explained per 3.7.6 ‘Exceptions to RFQ’ .

Q6 (OpenGov-Question 10)
Christine Horn Oct 6 2025 at 11:21 AM
Geocon Incorporated
Insurance [Exhibit C]: The insurance requirements currently state that all subcontractors must meet the same insurance requirements as the Consultant.

However, some subcontractors may not be professionals and therefore would not carry Professional Liability coverage, as it is not applicable to their trade. Can this requirement be revised to apply only to the extent relevant to the subcontractors’ scope of work and trade?
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A6 (OpenGov-Question 10)
This comment is noted but no response is needed at this time. Please see revised Exhibit A with updated Sample City of Vista and BSD Professional Services Agreement.

Since the Question and Answers period has passed, any further issues shall be identified and explained per 3.7.6 ‘Exceptions to RFQ’ .

Prospective Bidders shall acknowledge their receipt of this Addendum No. 1 and its incorporation into the bid submitted by executing this document in the designated space below and submitting this document with their bid:

I hereby acknowledge that I have received Addendum No. 1 and its provisions have been incorporated into the attached bid proposal.

_______________________________________________________________________ By

____________________________________ ________________________ Company Date

SEE REVISED EXHIBIT A

SAMPLE CITY OF VISTA AND BSD PROFESSIONAL SERVICES AGREEMENT (below)

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CONTRACT FOR PROFESSIONAL SERVICES

TYPE OF SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084

Working Contact: WorkingName
Billing Contact: BillingName
The “Contractor”

Namex, statusx
Address1
Address2

Contact: ContactName

2.0 BASIC TERMS

2.1 The “ Services” to be performed by Contractor are set forth in (“Exhibit A”).

2.2 The “ Required License” for the Services is: type.

2.3 Contractor, an entity holding the Required License, desires to enter into this “Contract” with City for the Services.

2.4 The “ Project” for which the Services are required is described in Exhibit A.

2.5 Contractor has submitted to City a Proposal to perform the Services dated proposaldate (“Exhibit B”).

2.6 The “ Contract Ceiling Price” is: pricex.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for xx calendar months (“Term”) from the Contract Date. The Term may be extended at the City’s option for an additional yy months, in increments of City’s choice, for a maximum Term of zz from the Contract Date.

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to 12/09/2025
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the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

5.0 COMPENSATION

5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit B for the Services to be performed.

5.3.1 The changes, additions, and deductions to be made.

5.3.2 The increase or decrease in compensation due the Contractor, if any.

5.3.3 Adjustment in the time of completion, if any.

5.4 Contract Ceiling Price

5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract.

5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

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5.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

9.0 STANDARD OF PERFORMANCE

10.0 STANDARD SPECIFICATIONS AND STANDARD PLANS

10.1 Except as otherwise provided, whenever reference is made to “ Standard Specifications”, it shall mean:

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Standard Specifications for Public Works Construction, most current edition and supplement, as last amended, with Regional Supplements, written and promulgated by Southern California Chapter, American Public Works Association, and Southern California District, Associated General Contractors of California, Joint Cooperative Committee (“Greenbook”) and the City of Vista Special Provisions to the Greenbook.

10.2 Except as otherwise provided, whenever reference is made to “ Standard Plans”, it shall mean:

San Diego Area Regional Standard Drawings, and City of Vista Standard Drawings, latest edition, unless otherwise noted.

City: The City of Vista.

Board: The City Council of the City of Vista.

Drawings or Plans: All drawings, plans, maps, profiles, and diagrams delineating the work on the Services.

12.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

12.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and 12/09/2025
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subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

13.0 CIVIL RIGHTS

13.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not 12/09/2025
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limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

15.0 ASSIGNMENT AND SUBCONSULTING

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17.0 FINANCIAL` RECORDS

19.0 CONFIDENTIALITY

19.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

19.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.
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Contractor further agrees that no employee, agent, or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

22.0 INDEMNIFICATION

22.2 The review, acceptance or approval of Contractor’s work or work product by any indemnified party shall not affect, relieve, or reduce Contractor’s indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance.

22.3 Contractor’s costs of defense shall not exceed Contractor’s proportionate percentage of fault as adjudicated by a court of law, as required by California Civil Code section 2782.8.

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23.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

24.0 SERVICE OF NOTICE

24.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

28.0 PREVAILING WAGES
Pursuant to Section 1781 of the Labor Code, Contractor is advised that certain work contemplated in this contract may be subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Contractor shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work day/week hours and overtime rates pursuant to Sections 1813 and 1815 of the Labor Code and the obligation set forth in Sections 1774–1776 of the Labor Code in regards to payment of prevailing wages and to provide the City and the Department of Industrial Relations certified payrolls when required. A certified copy of all payroll records relative to this project shall be submitted to the City along with the related invoice. Receipt of certified payroll records is a prerequisite to receiving payment.

No Contractor or sub-Contractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. No Contractor or sub-Contractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor 12/09/2025
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Code Section 1725.5. All Contractors and sub-Contractors must furnish electronic certified payroll records to the Labor Commissioner. This requirement applies to all public works projects, whether new or ongoing. Contractor is further advised that any prevailing wage work contemplated herein is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

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31.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN CONLEY, CITY MANAGER
JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:

“Contractor”

NAMEX, statusx

By:

Name/Title

By:

Name/Title

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Addendum 1
00034875 3 Exhibit A

EXHIBIT A

REQUEST FOR PROPOSALS

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EXHIBIT B
CONTRACTOR’S PROPOSAL

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EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

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to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to City for review.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 12/09/2025
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Addendum 1
00034875 3 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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Addendum 1
00034875 3 Exhibit D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law:

1. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

2. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof as though set forth in full herein.

3. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the work to the extent required by law.

4. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor.

5. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors.

6. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.

7. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.

8. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Signature Date
Name/Title Company:
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Addendum 1
00034875 3 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

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END OF ADDENDUM NO. 1

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REQUEST FOR QUALIFICATIONS (RFQ)
FOR

AS-NEEDED PROFESSIONAL GEOTECHNICAL

ENGINEERING, MATERIALS TESTING, AND

CONSTRUCTION INSPECTION SERVICES

Engineering Department and Buena Sanitation District
Submittal Deadline: Monday, October 27, 2025, at 8:00 A.M. 12/09/2025
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CITY OF VISTA & BUENA SANITATION DISTRICT REQUEST FOR

QUALIFICATIONS

AS-NEEDED PROFESSIONAL GEOTECHNICAL ENGINEERING, MATERIALS TESTING,

AND CONSTRUCTION INSPECTION SERVICES

1. INTRODUCTION
The City of Vista (City) & Buena Sanitation District (BSD) are soliciting statements of qualifications (SOQ) from qualified professionals (Consultant) to provide geotechnical engineering, materials testing, and construction inspection services for sewer projects (for City Sewer Dept and BSD) and some capital improvement projects (for City Engineering Dept) under a non-exclusive agreement on an as-needed basis. From the SOQs received, up to two (2) consulting firms will be selected to provide the requested services.

The initial term or period of the contract shall be three years (36-months) from the date of award with the possibility of two (2) optional successive one-year (12-month) renewal periods under the terms and conditions of the original contract except as stated below.

In the event the City & BSD elects to extend the Agreement, Contractor may request an increase in the price by an amount equal to the Consumer Price Index (CPI) for the previous year. The amount of the increase shall be determined by comparing the increase in the CPI published at least one hundred twenty (120) days before the termination date of the Agreement to the comparable CPI published for the preceding year. CPI shall mean the Consumer Price Index [All Urban Consumers] for the San Diego, California CMSA (base year 1982-1984=100), published by the United States Department of Labor’s Bureau of Labor Statistics.

Price increases can only occur at the time of renewal when requested by the Contractor. Written notice of the City’s intension to renew shall be given approximately 90 calendar days prior to the expiration date of each contract period.

This contract between City and Consultant for as-needed services will have a ceiling amount of $800,000 for the three-year term. An additional contract amount not to exceed $50,000 may be approved at any time by the City Manager, including during the two (2) optional successive one- year (12-month) renewal periods.

2. RESPONSE DUE DATE AND SUBMITTAL PROCESS
SOQs for this solicitation must be submitted electronically through the City’s Electronic Bidding System (OpenGov Procurement). Hardcopy SOQs will not be accepted. Consultants must create a personal free account with OpenGov Procurement at: Sign Up . Registered consultants may obtain RFQ materials and view submission procedures for this solicitation on the City’s OpenGov Procurement portal at: City of Vista Procurement Portal Consultants must also download this solicitation
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to appear on the Bidder’s List as a “Prospective Bidder.” Consultants that fail to download this solicitation will not appear on the Bidders’ List and will not receive addenda or be able to submit a SOQ. All SOQs for this solicitation must be submitted online through OpenGov Procurement by Monday, October 27 at 8:00 A.M.

OpenGov Procurement’s clock will determine the official time for the advertised SOQ due date and such determination will be final. Any SOQs not received in a timely manner by the SOQ due date and time, as described above, will not be considered.

All project related questions and requests for clarifications, changes, exceptions, and deviations to the terms and conditions set forth in this solicitation shall be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov Procurement.

All questions must be submitted by the Question Submission Deadline listed in OpenGov Procurement. The City reserves the right to extend the date for question submission and by which SOQs are due.

If a Consultant is unable to register or download the RFQ from OpenGov Procurement, a Consultant representative may contact OpenGov Procurement to troubleshoot the problem.

All SOQ documents and supplementary documents must be uploaded using OpenGov Procurement prior to event date and time as instructed in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point respondents will receive an email confirmation from OpenGov Procurement.

3. SOQ REQUIREMENTS

The SOQ shall be limited to fifteen (15) 8.5” x 11” pages, excluding cover letter, resumes, and appendix material. A cover letter shall summarize key elements and guarantee that key personnel will be committed to perform the required tasks throughout the duration of the contract. The cover letter shall be limited to two (2) pages and shall include a contact name, email, phone number and full address for the consultant. The cover letter shall include a statement that the consultant can meet the City’s insurance requirements and is prepared to execute the Professional Services Agreement as written. A rate schedule (as described in the following section), shall be provided in a separate electronic file uploaded to OpenGov Procurement.

Faxed and email copies will not be accepted.

SOQs shall include a discussion of the Consultant's overall approach to the on-call contract, a summary of key personnel and qualifications, an organization chart, a rate schedule, and documentation of the firm’s and any sub-consultant’s qualifications. The SOQ should be concise, well organized, and demonstrate the responders' qualifications and experience applicable to the contract. Responders will be evaluated based on the information submitted in accordance with the criteria for selection provided herein.

SOQs submitted in response to this RFQ shall include:

3.1 Cover Letter - A cover letter shall summarize key elements and guarantee that key personnel will be committed to perform the required tasks throughout the duration of the contract. In cases where a team member voluntarily leaves a firm, the Consultant shall provide the City a proposal for substitute team member subject to the approval for the City.

3.1.1 The cover letter shall be limited to two (2) pages and shall include a contact name, email, phone number and full address for the Consultant. 12/09/2025
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3.1.2 The cover letter shall include a statement that the Consultant can meet the City’s insurance requirements and is prepared to execute the Standard Consulting Agreement as written, and will not make any changes to the project team without authorization of the City.

3.2 Company Information

3.2.1 Identification of Responder;

3.2.2 Legal name and address of the company (partnership, corporation, joint venture, etc.);

3.2.3 Identification of the parent company (if applicable);

3.2.4 Addresses of offices located in San Diego County;

3.2.5 Number of employees in San Diego County;

3.2.6 Name, title, address and telephone number of person to contact concerning the SOQ;

3.2.7 California Department of Industrial Relations (DIR) Number. If company does not have a DIR Number, state justification;

3.2.8 Secretary of State Entity Number;

3.2.9 Contractor’s License applicable to the proposed Scope of Services consisting of a California Registered Professional Civil Engineer and California Registered Professional Certified Engineering Geologist.

3.3 Proposed Task Order Approach – Discuss one generalized approach to time- budget management, documentation, requirements from the City, consideration for consultant’s workload at the time of the task order issuance, and quality assurance and quality control (QA/QC) program.

3.4 Project Team and Organization Chart

3.4.1 Describe project organization, including identification and responsibilities of key personnel.

3.4.2 Indicate roles of prime and all sub-consultants.

3.4.3 Provide a discussion of the experience of the Project Manager and other key staff members that would be involved with performing on-call services for the City.

3.4.4 Provide resumes of the Project Manager and other key staff members who will work on this contract. The resume shall include relevant experience, education, licenses, and certifications. The resume for each individual shall not exceed two pages in length. Resumes may be included as an appendix 12/09/2025
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to the main document.

3.4.5 Describe proposed line-of-communication between the City, prime team members, and sub-consultant

3.5 List of officers authorized to sign on firm’s behalf.

3.6 References – The Consultant shall provide a minimum of three (3) references for similar projects for the prime firm. At a minimum, each reference shall include the client’s name and location, number of projects completed for the client, client contact name and phone number.

3.7 Experience

3.7.1 Provide a brief description of Consultant’s experience in completing similar efforts within the last 5 years.

3.7.2 Provide a detailed discussion of specialized experience in completing the scope of required services.

3.7.3 Projects currently being performed may be submitted for consideration.

3.7.4 Project information should include a brief project description, agency or client name, their telephone number(s), the year of completion, and the contract fee.

3.7.5 Identify team members proposed for this RFQ and their roles on the projects.

3.7.6 Exceptions to RFQ – Consultant shall certify that it takes no exceptions to the RFQ including the Sample Agreement. If the Consultant does take exception(s) to any portion of the RFQ, the specific portion to which exception is taken shall be identified and explained.

3.8 The consultant shall submit as an attachment (not a part of the 15 pages), examples of the firm’s work product. These examples of work products shall consist of:

3.8.1 Geotechnical report including boring plats

3.8.2 Geotechnical inspection/Compaction report

3.8.3 Daily field report

3.8.4 Material testing reports.

3.8.5 Shoring design

3.9 Rate Schedule (separate electronic file uploaded to OpenGov Procurement, excluded from the page count limit):

3.9.1 Rate Schedule- A separate sealed rate schedule for Time and Materials for all personnel and sub-consultants. Service costs are to be provided on a per hourly basis and the proposed rates shall clearly correlate with names and classification of staff likely to be involved with the projects. 12/09/2025
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3.9.2 Billing -The City & BSD requires that all billing for work done by the end of a billing period be submitted to the City & BSD on a monthly basis. Each billing shall be submitted with a status report describing work performed.

Final billing will be approved for payment only after a completed status report has been approved by the City & BSD.

3.9.3 Overtime Pay – List procedures used for applying overtime rate for non- exempt employees. Indicate the normal hours of work and overtime rate for non-exempt employees.

4. SCOPE OF SERVICES
The City & BSD of Vista is seeking qualified professionals with extensive experience in geotechnical engineering, material testing and inspection. The services to be performed by the selected Consultant shall include but not be limited to the following: perform geotechnical and geologic related work for Sewer and Capital Improvement Projects to support City & BSD as follows:

4.1 Perform geotechnical and geologic related work for Capital Improvement Projects including but not limited to:

4.1.1 Geotechnical investigations for street reconstruction, roadway widening, retaining wall design, traffic signal foundation design, trenching design, and other various other improvement projects including appropriate laboratory testing of representative samples of the soils encountered.

Laboratory tests may include in-situ moisture content and density, maximum density and optimum moisture content, sieve analysis, soil classification, expansion index, R-value, direct shear, corrosivity testing, or other testing as requested.

4.1.2 Seismic analysis including slope stability, retaining walls, liquefaction.

4.1.3 Provide recommendations for ground stabilization, remedial grading and earthwork including compaction, excavation and backfill for trenches, trench support, and dewatering.

4.1.4 Asphalt concrete and concrete pavement design.

4.1.5 Provide quality assurance and quality control (QA/QC) field inspections and material testing in accordance with the latest edition of the Standard 12/09/2025
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Specifications for Public Works Construction (Greenbook), California Building Codes, and Caltrans Standard Specifications. Submit daily field reports to the City & BSD including a final report at project completion.

4.1.6 Provide general QA/QC inspection for conformance with project plans and specifications. Communicate effectively both orally and in writing, inspecting geotechnical aspects of all types of public improvements including street improvements, sewer, storm drain, pump stations, lighting and traffic signals, and other wet/dry utilities.

4.1.7 Perform tests on various construction materials as required by the City & BSD.

4.1.8 Provide geotechnical and geological support to the City & BSD staff by telephone, email, or in person as requested.

4.1.9 For Federally funded projects, provide Caltrans certified technician, including Caltrans certified material testing laboratory and equipment.

Provide subconsultant as part of your team’s qualifications if consultant does not have this capability.

4.2 Perform geotechnical and geologic related work for Sewer Utility Projects including but not limited to:

4.2.1 Geotechnical investigations and subsurface exploration for Sewer Utilities construction (up to 30 feet depth), manholes, pipe alignment, sewer facilities and other improvement projects including appropriate laboratory testing of representative samples of the soils encountered. Laboratory tests may include in-situ moisture content and density, maximum density and optimum moisture content, sieve analysis, soil classification, expansion index, R-value, direct shear, corrosivity testing, or other testing as requested.

4.2.2 Geotechnical investigation for related street reconstruction, sewer access roads/turnarounds, retaining wall design, trenching design and other various other improvement projects including appropriate laboratory testing of representative samples of the soils encountered. Laboratory tests may include in-situ moisture content and density, maximum density and optimum moisture content, sieve analysis, soil classification, expansion index, R-value, direct shear, corrosivity testing, or other testing as requested

4.2.3 Seismic analysis including slope stability, retaining walls, liquefaction.

4.2.4 Provide recommendations for ground stabilization, remedial grading and earthwork including compaction, excavation and backfill for trenches, trench support, and dewatering.

4.2.5 Asphalt concrete and concrete pavement design.

4.2.6 Provide quality assurance and quality control (QA/QC) field inspections and material testing in accordance with the latest edition of the Standard 12/09/2025
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Specifications for Public Works Construction (Greenbook), California Building Codes, and Caltrans Standard Specifications. Submit daily field reports to the City & BSD including a final report at project completion.

4.2.7 Provide general QA/QC inspection for conformance with project plans and specifications. Communicate effectively both orally and in writing, inspecting geotechnical aspects of all types of public improvements including street improvements, sewer, storm drain, pump stations, lighting and traffic signals, and other wet/dry utilities.

4.2.8 Perform tests on various construction materials as required by the City & BSD.

4.2.9 Provide geotechnical and geological support to the City & BSD staff by telephone, email, or in person as requested.

4.2.10 Other duties as required by the City/District.

4.3 Reporting test results to the City & BSD:

4.3.1 The Consultant shall respond and perform requested sampling and/or testing within 24 hours of notice.

4.3.2 When aggregate is sampled at the material source, the laboratory firm shall submit the results of sand equivalent, cleanness value and sieve analysis within 24 hours. When soils and aggregate are sampled at the job site, results of these tests should be submitted within 72 hours.

4.3.3 Results of compaction and density tests taken at the job site should be submitted within 24 hours.

4.3.4 When soil and asphalt concrete is sampled at the project site, R-value and asphalt extraction should be submitted within 96 hours.

4.3.5 All inspection reports shall be provided to the City & BSD within one (1) business day and shall include results of all tests taken that day (i.e. compaction results, etc.)

5 PERFORMANCE

5.1 Provide services in accordance with specific projects on an as-needed basis.

5.2 Commencement of work under this Agreement shall occur only upon receipt of a Task Order approved by the City & BSD with the generation of a Purchase Order.

5.3 The cost of each Task Order under this Agreement shall be the negotiated cost for a specific project during the term of the Agreement using firm fixed price, or not to exceed price, or hourly rates.
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5.4 Deliverables required are project specific and will be determined in the Task Order.

6 DELIVERABLES
The Consultant shall make project documentation available to City & BSD at any time during the project and shall periodically provide the City & BSD’s Project Manager project documentation to upload into the City’s filing system. At the conclusion of the project, the Consultant shall provide City & BSD with all project documentation.

7 PROJECT PROGRESS
The contract shall begin upon approval by the City Council, and the Consultant shall commence work after notification to proceed by the City & BSD.

The Consultant is advised that any recommendation for contract award is not binding on the City & BSD until the Agreement is fully executed and approved by the City Council

8 CONSULTANT REQUIREMENTS

As required by Article 2 of Chapter l of Part 7 of Division 2 of the California Labor Code, the Consultant and all subconsultants shall pay not less than the prevailing rate of wages to all workmen employed in the execution of this Contract as ascertained and adopted by the State of California, Director of Industrial Relations pursuant to the Labor Code.

The Consultant and all subconsultants shall have a City of Vista Business License prior to award of contract. Business licenses can be obtained at www.vistabl.com. A City of Vista Business License is not required to propose.

The selected Consultant shall provide professional engineering consulting services based on their specialized knowledge, skills, and abilities, at the request of the City & BSD, on an as- needed basis. The selected Consultant shall also be expected to comply with all applicable federal, state, and local regulations, and contract provisions.

Consultant shall carry out the instructions received from the City & BSD and shall cooperate with other involved agencies if required.

The Consultant has total responsibility for the accuracy and completeness of the documents prepared and shall check all such materials accordingly. The documents will be reviewed by the City & BSD for conformity with the requirements of the Agreement. Reviews by the City & BSD do NOT include detailed review or checking for accuracy.

All City Capital Improvement Project Geotechnical Reports and City/BSD Sewer Utility Project Geotechnical Reports prepared by the Consultant shall be signed and stamped by a California Registered Professional Civil Engineer and California Registered Professional Certified Engineering Geologist.

All geotechnical reports, and any other documents furnished under the Agreement shall be of a quality acceptable to the City. The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked, and dated. The Consultant shall modify its work as necessary to meet the level of acceptability defined by the criteria above.

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All borings shall be in conformance with guidelines provided by the San Diego County Department of Environmental Health, and DigAlert

All work performed in the City right-of-way shall submit a no fee encroachment permit application which includes traffic control plans to be reviewed by City Traffic Engineer.

All work performed in the City easements shall submit a no fee encroachment permit application which includes traffic control plans as needed to be reviewed by City Traffic Engineer and BSD staff. Consultant shall be responsible for notification and coordination of access on and through private properties in which work on city easements may occur.

All reports, plats and exhibits prepared by the Consultant shall be delivered to the City & BSD as a hard and electronic copy.

9 CITY & BSD RESPONSIBILITIES

The following is a list of the City & BSD’s responsibilities during the term of the agreement:

9.1 Provide all available existing plans and records. Consultant is responsible for researching available records at County Surveyor’s office and paying for copies of records.

9.2 Obtain permission from the private property owner, if they refuse, to allow the Consultant to enter.

9.3 Prepare and process payment requests submitted to the City & BSD.

9.4 Distribute public information.

9.5 Prepare and execute agreements with other agencies or entities.

9.6 Pay for permit fees.

9.7 Provide timely responses to requests from the Consultant.

10 COORDINATION

Coordination with the City & BSD, other consultants and other involved agencies may be required to achieve timely delivery of the contract services. Coordination may include, but not be limited to, coordination with Caltrans, County of San Diego, Vista Irrigation District, NCTD and other agencies.

The City & BSD will decide the manner in which the coordination of individual matters is undertaken. At the City & BSD’s option, coordination efforts may be performed by the Consultant’s direct contact, by the Consultant acting though the City & BSD or by the City & BSD only. When coordination efforts require agreement, such agreement shall be coordinated through the City & BSD.

For contract work on property not owned or controlled by the City & BSD, all permits, agreements and permissions will be obtained by the Consultant.

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11 SOQ SCHEDULE

The solicitation receipt and evaluation of SOQs and the selection of the Consultant(s) will conform to the following schedule (Note: Dates are subject to change):

City & BSD Releases RFQ on OpenGov Procurement September 22, 2025 Deadline for Questions October 14, 2025
Addendum Release (if required) October 17, 2025
SOQs Due October 27, 2025 8:00 A.M.

Notice of Consultant Selection (approximate) October 31, 2025 City Council Meeting for Award of Contract (approximate) December 9, 2025

12 EVALUATION CRITERIA
The City & BSD’s consultant evaluation and selection process is based on Qualifications Based Selection (QBS) for the professional services included in this RFQ. An evaluation committee appointed by the City & BSD Engineer will review the SOQs. The criteria for evaluating the SOQs will take the following items into consideration:

11.1 Experience and reputation of the Consultant’s firm and of sub-consultant firms, as evidenced by experience working with proposed sub-consultants as a team and by City & BSD’s verification of SOQ information and references; (20%)

11.2 Experience and credentials of key personnel assigned to the project, as evidenced by their education, background, and experience on similar projects; (15%)

11.3 Consultant’s understanding of project objectives and requirements as evidenced in the written Scope of Work and Work Plan narratives; (15%)

11.4 Consultant’s quality of work as evidenced by example work products and samples; (15%)

11.5 Consultant’s past record of performance on similar projects for other agencies; (15%)

11.6 Consultant’s familiarity with City & BSD requirements, specifications, and procedures, as evidenced by City & BSD’s prior experience with the Consultant; (10%)

11.7 Willingness of Consultant to sign City & BSD’s Standard Professional Services Agreement and provide required insurance; (10%)

All evaluation criteria are subject to change via an addendum to this RFQ.

Rate Schedule (separate electronic file uploaded to OpenGov Procurement – the rate schedule of the top ranked consultants will be opened at the conclusion of the consultant evaluation and selection process. Fees will not be used to determine the ranking of the consultants. The City & BSD may interview a short list of top ranked consultants or proceed directly to negotiating the final rate schedule with the top ranked consultant. The ultimate consultant selection will be based upon both technical merit and value to the City & BSD.
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13 ESTABLISHMENT OF FEES

The Consultant shall be paid based upon hourly rates, unit costs or fixed fee for services rendered as negotiated. For projects with a specific scope of work and duration, a project specific fee proposal will be requested. A Work Plan and a breakdown of labor hours by employee billing classification together with the cost of non-labor and sub-consultant services shall be included with the fee proposals for individual projects. The labor breakdown shall be based on a listing of work tasks that correlates with the Consultant’s defined scope of work for the project proposal.

This information will be used by City & BSD’s staff to evaluate the reasonableness of the fee proposal, and will be used in negotiating the final fee amounts for each task requested by the City & BSD on an as-needed basis.

There will be no compensation to Consultant for hours expended due to Consultant’s errors and omissions.

14 METHOD OF PAYMENT

The Consultant shall submit monthly invoices to the City & BSD. Each invoice shall include a detailed breakdown of the services, the tasks, the hours, the personnel and staff type who worked on the project, and hourly rates.

15 PROFESSIONAL SERVICES AGREEMENT

A sample Professional Services Agreement is enclosed for review, as Attachment “A”. The RFQ and the Consultant’s SOQ will be attached and become part of the Agreement as exhibits.

Any subsequent changes in the RFQ from the date of issuance to the date of submittal will result in an addendum by the issuing office to those parties who have provided the proper notice of interest in responding to the RFQ.

The signer of the SOQ must declare in writing that the only person, persons, company or parties interested in the SOQ as principals are named therein; that the SOQ is made without collusion with any other person, persons, company, or parties submitting a SOQ; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the SOQ has full authority to bind the principal proposer.

Please refer to the sample agreement for the necessary amounts of general liability, automotive, worker’s compensation and professional liability insurance. The appropriate endorsements are also shown within the sample contract agreement. The insurance certificate shall include the City & BSD, its officers and employees as insured or additional insured.

The contents of the SOQ of the successful consultants shall become a contractual obligation if a contract ensues. Failure of a consultant to accept this obligation will result in the cancellation of any award. Any damage accrued by the as a result of a failure to contract may be recovered from the Consultant.
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16 ASSIGNED REPRESENTATIVES
The City & BSD will assign a responsible representative to administer the contract, and to assist the Consultant in obtaining information. The Consultant also shall assign a responsible representative (Project Manager) and an alternate, who shall be identified in the SOQ. The Consultant’s representative will remain in responsible charge of the Consultant’s duties from the Notice-to- Proceed through project completion. If the Consultant’s Project Manager should be unable to continue with the project, then the Consultant shall notify the City & BSD’s representative in writing. The City & BSD’s representative shall first approve any substitution of representatives or sub- consultants identified in the SOQ in writing. The City & BSD reserves the right to review and approve/disapprove all key staff and sub-consultant substitution or removal, and may consider such changes not approved to be a breach of contract. This breach of contract will not apply if the Project Manager leaves the Consulting firm.

17 RIGHT TO REJECT SOQS

The City & BSD reserves the right to delay the project or reject any or all SOQs submitted, and no representation is made hereby that any contract will be awarded pursuant to this RFQ or otherwise.

The City & BSD reserves the right to extend the due date, accept or reject any or all SOQs received as a result of this request, negotiate with any qualified consultant or cancel this RFQ in part or in its entirety. The City & BSD may require the selected consultant to participate in negotiations and to submit such technical, rates, or other revisions of their SOQs as may result from negotiations.

All costs incurred in the preparation of the SOQ, the submission of additional information and/or any aspect of a SOQ prior to award of a written contract will be borne by the Respondent. The City & BSD will provide only the staff assistance and documentation specifically referred to herein and will not be responsible for any other cost or obligation of any kind, which may be incurred by the Respondent. All SOQs submitted to the City & BSD become the property of the City & BSD.

18 DISCLOSURE
All SOQs become the property of the City & BSD unless a return is specifically requested as specified in the following section. The City & BSD is a public agency subject to the disclosure requirements of the Public Records Act, California Government Code Section 6250 and following.

These requirements include an exemption for “trade secrets”. If any proprietary information is contained in or attached to the written SOQ, it must be clearly identified. In order to protect trade secrets from disclosure, pursuant to a public Records Acts request, you must agree in writing to defend and indemnify the City & BSD if litigation results.

19 LATE, MODIFIED, OR WITHDRAWN SOQ
All SOQ documents and supplementary documents must be uploaded using OpenGov Procurement as described in this solicitation. Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. SOQs received via mail, e- mail, and fax will not accepted.
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Any modification of a SOQ, except a modification resulting from the City & BSD's request for "best and final" offer, is subject to the same conditions as the initial submission.

SOQs may be withdrawn by written notice received at any time prior to Notice of Intent to Award.

Thereafter, all SOQs constitute firm offers, subject to negotiation and execution of definitive documents that will remain open and cannot be revoked, withdrawn, or modified for a period of six (6) months thereafter. SOQs may be withdrawn in person by the consultant or an authorized representative, provided the authorized representative's identity is made known and the representative signs a receipt for the SOQs prior the posting of Notice of Intent to Award of contract award.
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EXHIBIT “A”
Sample City of Vista and
Buena Sanitation District
Professional Services Agreement
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JOB ORDER CONTRACT FOR PROFESSIONAL SERVICES

TYPE OF SERVICES

THIS “CONTRACT” is entered into by and between the “Parties” as of (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: WorkingName
Billing Contact: BillingName

The “Contractor”
Namex, statusx
Address1
Address2

Contact: ContactName

2.0 BASIC TERMS

2.1 City is authorized under Chapter 3.08 the Vista Municipal Code to enter into a job order contract with Contractor.

2.2 The “Required License” for the services is licensetype .

2.3 Contractor, a contractor holding the Required License, desires to enter into this “Contract” with the City for the Work (“Contract”).

2.4 The “Services” to be performed by Contractor are set forth in the City’s Request for Proposals (“Exhibit A”).

2.5 Contractor has submitted to City a Proposal to perform the Services dated proposaldate (“Exhibit B”).

2.6 The “Contract Ceiling Price” is $pricex [per year].

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.3 City may terminate this Contract upon 10-days’ written notice to Contractor.

Contractor may terminate this Contract upon 90-days’ written notice to City. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. 12/09/2025
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City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

4.0 EXECUTION OF ADDITIONAL DOCUMENTS
As a condition precedent to the effectiveness of this Contract, the Contractor shall execute and deliver to City the following checked document packages:

1. Contractor’s Forms

2. Labor Law Compliance Form, Exhibit D (This Contract requires the payment of prevailing wages.)

5.0 SCOPE
Contractor shall perform all Services including, but not limited to, the furnishing of all tools, equipment, materials, software, supplies, and manufactured articles, and for furnishing all transportation, services, including fuel, power and water, essential communications, and the performance of all labor, work or other operations, as may be required from time to time upon the issuance of a Work Order for the fulfillment of each specific task to be performed under the Contract (“Project”), in strict accordance with Exhibit A and Exhibit B. The Services shall be complete, and all work, material, and services not expressly called for in the Proposal which may be necessary for complete and proper construction to carry out the Contract in good faith, shall be performed, furnished, and installed by the Contractor at no increase in cost to the City.

In the event of a conflict between the provisions of Exhibit A and Exhibit B, the provisions of Exhibit A shall control.

6.0 COMPENSATION

6.1 City shall pay Contractor on a time and material rate as set forth in Exhibit B for the Services to be performed.

6.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

6.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

6.3.1 The changes, additions, and deductions to be made.

6.3.2 The increase or decrease in compensation due the Contractor, if any.

6.3.3 Adjustment in the time of completion, if any.

6.4 Contract Ceiling Price

6.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this contract. 12/09/2025
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6.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

6.5 Except as provided in Exhibit B, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

7.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications, and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A–E and the Standard Specifications (defined below).

8.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

9.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.

10.0 STANDARD OF PERFORMANCE

10.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

10.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations 12/09/2025
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necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

11.0 STANDARD SPECIFICATIONS AND STANDARD PLANS

11.1 Except as otherwise provided, whenever reference is made to “Standard Specifications”, it shall mean:

11.2 Except as otherwise provided, whenever reference is made to “Standard Plans”, it shall mean:

San Diego Area Regional Standard Drawings, and City of Vista Standard Drawings, latest edition, unless otherwise noted.

12.0 SUPPLEMENTARY DEFINITIONS
In addition to or in lieu of the terms and definitions specified in Section 1-2 of the Standard Specifications, wherever the following terms and definitions are used, the intent and meaning shall be as follows:

City: The City of Vista.

Board: The City Council of the City of Vista.

Drawings or Plans: All drawings, plans, maps, profiles, and diagrams delineating the work on the Services.

13.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

13.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

13.2 Contractor represents and warrants that all design professional services, if required under this Contract, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.

13.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to 12/09/2025
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City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

13.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.

13.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

13.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this contract. This is a continuing obligation that survives the termination of this Contract.

14.0 CIVIL RIGHTS

14.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

14.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

14.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

14.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

14.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest. 12/09/2025
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14.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

14.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees, and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

15.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

16.0 ASSIGNMENT AND SUBCONSULTING

16.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

16.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee. 12/09/2025
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17.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.

18.0 SAFETY
In accordance with generally accepted construction practices, the Contractor shall be solely and completely responsible for conditions of the jobsite, including safety of all persons and property during performance of the Services, and the Contractor shall fully comply with all OSHA, State and Federal laws, rules, regulations, and orders relating to safety of the public and workers.

It is the Contractor's responsibility to acquaint itself with and abide by these regulations during all phases of construction. The City will not be responsible for ensuring the Contractor's compliance with these regulations. The Contractor’s duty of indemnification shall apply to any Liability caused by its failure to abide by these regulations.

The Contractor shall include any and all costs associated with compliance with these safety requirements in the appropriate bid items of Services to be performed.

19.0 FINANCIAL RECORDS

19.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

19.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

20.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, and detailed calculations developed under this contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work 12/09/2025
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pursuant to this contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services.

21.0 CONFIDENTIALITY

21.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

21.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

21.3 Contractor’s obligations under this paragraph shall survive the termination of this Contract.

22.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

23.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract. 12/09/2025
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24.0 INDEMNIFICATION
Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by City's sole negligence or willful misconduct; or (2) for Liability caused by City's active negligence, in which case the indemnity received by City shall be reduced by the amount: (i) that City's active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).

25.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

26.0 SERVICE OF NOTICE

26.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

26.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

27.0 PUBLIC WORKS CONTRACTS: ASSIGNMENT TO AWARDING BODY In accordance with Section 4551 of the Government Code, the Contractor and subcontractors shall conform to the following requirements. In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or arising from purchases of goods, services or materials pursuant to the public works contract of the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the Parties.

28.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

29.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
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30.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

31.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

32.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
[Continued on page 11.]
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33.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:
“Contractor”

NAMEX, statusx

By:

JOHN B. FRANKLIN, MAYOR
Name/Title
ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

Name/Title
RISK MANAGEMENT REVIEW:

DOLORES GASCON, RISK MANAGER

By:
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Exhibit A 00069720 2

EXHIBIT A

REQUEST FOR PROPOSALS
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Exhibit B 00069720 2

EXHIBIT B
CONTRACTOR’S PROPOSAL
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EXHIBIT C

INSURANCE REQUIREMENTS

Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 12/09/2025
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to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.