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HomeMy WebLinkAbout2017 CON Chen Ryan Associates - On-call Project Support Services CIPAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND CHEN RYAN ASSOCIATES, INC. THIS AGREEMENT is entered into on this 7th day of November, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and CHEN RYAN ASSOCIATES, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is a civil engineering, traffic engineering and transportation planning firm; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP), and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on November 7, 2017. The duration of this Agreement is for the period of November 7, 2017 through November 6, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to: civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and, geographic information system. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Matt Capuzzi, P.E., thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $1,000,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of Standard Agreement Page 2 of 11 City of National City and Revised July 2017 Chen Ryan Associates performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem Standard Agreement Page 3 of 11 Revised July 2017 Chen Ryan Associates City of National City and necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Chen Ryan Associates reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Chen Ryan Associates The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) Standard Agreement Page 6 of 11 Revised July 2017 Chen Ryan Associates City of National City and days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's Standard Agreement Page 7 of 11 Revised July 2017 Chen Ryan Associates City of National City and fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: Standard Agreement Page 8 of 11 City of National City and Revised July 2017 Chen Ryan Associates To CITY: Stephen Manganiello Director of Public Works/City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Matt Capuzzi, P.E. Project Manager Chen Ryan Associates, Inc. 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates Standard Agreement Page 9 of 11 Revised July 2017 Chen Ryan Associates City of National City and apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. Standard Agreement Page 10of11 City of National City and Revised July 2017 Chen Ryan Associates M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Bv. CHEN RYAN ASSOCIATES, INC. onique Che , P.E. n Morrison, Mayor President By: APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto IVI. Contreras Deputy City Attorney Standard Agreement Page 11 of 11 Revised July 2017 Chen Ryan Associates Matt Capuzzi, P. Vice President City of National City and EXHIBIT "A" Statement of Qualifications to Provide On -Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic Imformation System March 6, 2017 Mr. Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Re: Statement of Qualifications to Provide On -Call Project Support Services for National City's Capital Improvement Program (CIP) - Traffic Engineering, Transportation Planning and Graphic Information System Dear Steve: Chen Ryan Associates, Inc. is pleased to present our Statement of Qualifications (SOQ) to provide on -call project support services for National City's Capital Improvement Program (CIP), with a focus on the following disciplines identified in the RFQ: • Traffic Engineering • Transportation Planning • Graphic Information Systems (GIS) We are confident that you will find Chen Ryan Associates to be exceptionally well qualified to assist you in the upcoming years on a range of transportation related tasks, including complete streets, bicycle and pedestrian planning and design, traffic operational analyses and simulations, parking analyses, Traffic Impact Study (TIS) preparation and review, and other traffic engineering support and advice. Our firm has extensive experience throughout the San Diego region in multi -modal transportation studies on a wide range of projects, from bicycle and pedestrian master plans, to corridors studies and concept design, to General Plans. We can also ensure the ability to bring fresh perspectives incorporating state-of- the-art analysis tools and expertise related to mobility planning, design and multi -modal integration within the context of complete streets. We have an unparalleled and in-depth understanding of the City's vision, goals and opportunities in its mobility planning and implementation as our key staff have assisted the City in delivering the Circulation Element Update which was adopted in June of 2011. The Update process allowed me to work very closely with you and develop a deep appreciation of both your tireless work ethic and your management style. We are excited about this particular Request for Qualifications (RFQ) for two reasons — helping the City to realize its vision of being a multi -modal transportation leader in our region through various CIP projects; and having the opportunity to work with you again. Statement of Qualifications to Provide On -Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic lmformation System For this pursuit, we have added Circulate San Diego as a subconsultant. They bring over five years of experience in community outreach, Safe Routes to School planning and education to the team. They have been active in the City's on -going Safe Routes to School Program. I will be serving as the Contract Manager for this On -Call. I have served as the on -call contract manager providing transportation planning and traffic engineering services for the City of Vista over the past 15 plus years. During this period, I have managed numerous traffic impact studies in the City of Vista including mixed -use, municipal, parks, commercial, office uses, and residential projects. Interchange operations, speed studies, fair share cost estimations, as well as circulation element assessments have also been a part of our previous on -call efforts for the City of Vista. I am also the contract manager for providing as -needed traffic engineering services to the City of San Diego. Under this on -going contract, we have successfully delivered or currently working on numerous task orders with the City of San Diego on interesting and innovating multimodal projects. I bring extremely strong technical skills in traffic engineering and transportation planning, specifically in traffic impact analyses, complete streets assessments, and multi -modal designs. As a project manager, I take pride in my communication abilities and I am known for being responsive and flexible. I strive to produce high quality products within prescribed timeline and budget parameters. I will be supported by highly qualified staff to ensure that we provide the City of National City with the full spectrum of transportation planning and traffic engineering services necessary over the duration of this on -call contract. Chen Ryan Associates is a certified Disadvantaged and Small Business Enterprise (DBE/UDBE and SBE) founded in 2011. We take no exceptions to this RFQ and the requirements stated within. No addenda have been issued for this RFQ. We appreciate the opportunity to present our qualifications and look forward to providing our services to the City of National City. Thank you. Sincerely, Monique Chen, PE Principal Chen Ryan Associates, Inc. 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 Phone: 619-318-4664 Email: mchen@chenryanmobility.com Statement of Qualifications to Provide On -Call Project Support Services for National City's OP Traffic Engineering, Transportation Planning, Graphic lmformation System ..... .................... Executive Summary Chen Ryan Associates, Inc. brings a fresh vision to transportation planning and traffic engineering in the San Diego region. We are committed to planning transportation systems and identifying mobility improvements that create and support vibrant and sustainable communities. We provide a fully multi - modal approach, building upon the multi -dimensional experiences of our staff, along with our dedication to serving the full range of client needs. We understand the quality -of -life and health benefits of integrated transportation/land use planning, smart growth and active transportation. Our experience and capabilities in these areas allow us to take on a wide range of transportation projects, bringing strong technical expertise combined with practical experience in a variety of environments and applications. Over the past 19 years, we have consistently demonstrated success in conducting accurate analyses and evaluations, and in making the critical decisions required to move projects forward with positive resolution of key issues. Contract Manager Monique Chen, PE, will serve as the Contract Manager, responsible for day-to-day activities, allocation of resources, and client communications, as well as approval of all submittals. Ms. Chen possesses extremely strong technical skills in traffic engineering and transportation planning, specifically in EIR level traffic impact analyses, complete streets assessments, and multi -modal designs. She is well received throughout the region for her quality of work and strong leadership on a number of critical projects, including the Downtown San Diego Mobility, Southeastern San Diego and Encanto Community Plan Updates, National City General Plan Update, City of Vista Traffic Engineering On -Call, and Otay Ranch Traffic Engineering On -Call. As a project manager, Ms. Chen strives to produce high quality products on -time and on -budget. She will be supported by a group of highly qualified engineers and planners to ensure the City of National City receives all necessary services for the duration of this on -call contract. Experience and Technical Competence Chen Ryan Associates is interested in pursuing contracts for the Traffic Engineering, Transportation Planning, and GIS disciplines of the on -call services. Chen Ryan Associates offers specialized expertise in the following areas: 4- Transportation Impact Studies 4- Transportation Planning/Land Use & Smart Growth Planning 4- Mobility/Circulation Element Planning 4- Multi -Modal Planning and Analysis 4- Bicycle/Pedestrian Planning and Design CHEN , RYAN Key Projects • National City Traffic Engineering On -Call • National City Safe Routes to School Planning • City of San Diego Traffic Engineering On -Call • Port of San Diego On -Call Consulting • Otay Ranch On -Call Traffic Engineering • UCSD Medical Center Parking Master Plan • Southeastern San Diego and Encanto Community Plan Updates • City of Vista On -Call Traffic Engineering • Downtown San Diego Mobility Plan • County of San Diego On -Call Traffic Engineering • City of Los Angeles Great Streets and Vision Zero Corridor • San Marcos On -Call Traffic Engineering • MAG MMLOS Evaluation Page 11 Statement of Qualifications to Provide On -Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic Im"ormation :s�� S tem 4-- Traffic Operations and Simulation 4- Traffic Engineering Design 4- Transportation Systems Planning 4- Active Transportation 4- Safe Routes to School and Transit 4- Traffic Calming 4- Parking Assessments and Demand Management 4- GIS Analysis and Mapping We have extensive experience providing on -call transportation services, multi -modal and transportation planning, traffic engineering and conducting traffic impact studies in South County, as well as throughout the San Diego region. Methods Proposed to Accomplish Work Chen Ryan Associates has exceptional on -call experience with agencies across the San Diego region. This experience enables us to better understand and establish project approaches that work best for our clients. Communication with City staff is an integral component of the success of our approach. We strive to develop and maintain close working partnerships with City staff, to reduce the likelihood of unexpected outcomes that could compromise project success. We work diligently to relay results to our clients at each step of the project. This commitment to communication has proven a key to our on- going success as agency partners. We ensure the ability to bring fresh perspectives incorporating state-of-the-art tools (VISSIM, Synchro/SimTraffic, Bicycle Level of Traffic Stress, GIS-based Pedestrian Environmental Quality Evaluation and Network Analyst, Rodel and SIDRA for roundabouts, MXD smart growth trip generation, Sketch Up, etc.) and expertise related to mobility planning, design and multi - modal integration within the context of complete streets. Existing Ramp Operation @ 8:00 a m. Perferred Concept Plan Ramp Operation @ 8.00 a.m. Grant funding can significantly supplement a CIP. A variety of federal, state, regional and local grants and funding sources exist for safety improvements the expansion of walkability and bikeability, and build healthy communities. Chen Ryan Team members have been successful in assisting various agencies to CHEN leRYAN Statement of Qualifications to Provide On -Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic lmformation System obtain grant funding. In the past five years, Chen Ryan Associates staff have assisted local jurisdictions in winning over $2M in grant funding. It is our intent to assist the City of National City with grant application preparation. 1.0 Firm Overview CHEN RYA N Chen Ryan Associates, Inc. is a certified Disadvantaged and Small Business Enterprise (DBE and SBE) founded in 2011 and brings a fresh vision to transportation planning and traffic engineering in the San Diego region. We are committed to planning transportation systems and identifying mobility improvements that create and support vibrant and sustainable communities. We provide a fully multi -modal approach, building upon the multi -dimensional experiences of our staff, along with our dedication to serving the full range of client needs. We understand the quality -of -life and health benefits of integrated transportation/land use planning, smart growth and active transportation. Our experience and capabilities in these areas allow us to take on a wide range of transportation projects, bringing strong technical expertise combined with practical experience in a variety of environments and applications. Contact Information a. Firm legal name and address: Chen Ryan Associates, Inc. 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 b. Chen Ryan Associates is an S-Corporation. c. The office where all work will be performed: 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 d. Contract manager contact information: Monique Chen, Principal Phone: 619-318-4664 mchen@chenryanmobility.com Over the past 19 years, we have consistently demonstrated success in conducting accurate analyses and evaluations, and in making the critical decisions required to move projects forward with positive resolution of key issues. Circulate San Diego works with local governments, SANDAG, the private ei sector, and citizens on the health, environmental, and economic benefits CIRCULATEto driving less. Their mission is to create excellent mobility choices and © vibrant, healthy neighborhoods. Recently, Circulate San Diego's project work in San Diego region has included an extensive array of services, including Safe Routes to School Programs in San Ysidro and Southeast San Diego, Safe Routes to School Planning in National City, Santee, and Encinitas, the region's first "Safe Routes to Nature" program designed to increase usage and awareness around the Otay Valley Regional Park, innovative outreach events and digital media for the Balboa Station Area Plan, and Vision Zero initiatives, as well as pedestrian safety programs. CHEN +r RYAN CALIFORNIA -- NATIONAL CI7Ty INCORPORATED Monique Chen, PE Principal -In -Charge • I Matt Capuzzi, PE Contract Manager Civil Engineering Matt Capuzzi, PE Jonathan Sanchez, EIT Patrick Tolh, EIT Adrian Roman, CMIT • Traffic Engineering • Stephen Cook, PE Phuong Nguyen, PE Michael Kenney, PE Jonathan Sanchez, EIT Adrian Roman, EIT Rona Quiambao Tim Quach * Circulate San Diego Transportation, Bicycle, Pedestrian, & SRTS Planning • Brian Gaze, AICP Adnrew Prescott Aaron Galinis Jim Stone* Grants Management Matt Capuzzi, PE Rona Quiambao Patrick Tolt, EIT • Geographic Information System (GIS) Brian Gaze, AICP Sasha Jovanovic Andrew Prescott CHEN *RYAN "Exhibit B" On -Call Project Support Services for National City's Capital Improvement Program (CIP) Rate Schedule Effective through October 31, 2020 Classification Billing Rate per Hour Principal $229.00 Senior Professional $185.00 Professional II $151.00 Professional I $130.00 Analyst $115.00 Support Staff $70.00 Direct expenses such as but not limited to printing and reproductions, travel expenses, deliveries, materials, shipping, postage, etc. will be invoiced at cost. 3900 5th Avenue, Suite 210 • San Diego, CA 92103 • 619-784-1113 www.ChenRyanMobility.com CERTIFICATE OF LIABILITY INSURANCE DATE (MIIIfDO YYYv') 10/31/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IIMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the palicy(les( must he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in iieU of such uttdatsement(s}. PRODUCER Kremer Insurance Agency Inc 9672 Via Exceiencia, Ste 104 San Diego. CA 92126 OB33067 CeA; Carlos Kremer JAM PHONE 858-547-9435 M. No, Est_ MAIL adminekrerrierins corn ADDRESS. mrdalEamAFFORDING COVERAGE INSURER A Farmers Insurance Exchange INSURED Chen Ryan Associates Inc 3900 5th Avenue, Ste 210 San Diego, CA 92103 FAX Nay 858-486-5440 NAIL # 21652 INSURER B Travelers Casualty and Surely Company 19070 INSURER C INSURER D INSURER E INSURERF COVERAGES CERTIFICATE NUMBER. REVISION NU THIS IS TO CERTIFY THAT THE POLICIES INDICATED NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY EXCLUSIONS AND CONDITIONS OF SUCH OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD I TERM OR CONDrTION OF ANY CONTRACT OR OTHER DOCUMENT WfTH RESPECT TO WHICH THIS PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INBR LTR TYPE OF INOURAi+ICE 1iDDL II,t4n SUER wve POLICY NUMBER POL1bY Ef tAsll PD Y X LIB (11,11TS A X COMMERCIAL GENERAL LIABILITY x 605878585 11/222016 1122/2017 EACH OCCURRENCE $ 2,000,000 CLAIME-MALE X OCCUI? CeaMAOE TO FENTEC PREMISES RFr�grxlirrei cJ $ 1 OO,000 MED EXP (AnY or* aerson i $ 5,000 X Pnmaty d� Non-Contnbutsxy X nER r>sal a ADU INJURY $ 2,000,000 GEM_ ArGF EGATE LIMIT APPLIES PER POLICY X 7ER4 I LOC OTHER_ GENERAL AGGREGATE $ 4,000,000 PRODUCT'S - COMP/GP AGG $ 2,000,000 Deductible $ 1,000 A AUTOMOBILE X - _ X LIABILnY ANY AUTO ALL OWNED AUTOS K S, HEI IULEG AUTOS NONO-OW'JED AUTOS X 605878585 11/22/2016 11/22/2017 COMBINED SINGLE LIMIT r e accident' $ 1,000,000 BODILY INJURY Per person) $ Et0t7iL f INAIR e (Par a(s1der1i $ PROPERTY C4AMAGE IPerAcnde,tl] $ A UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE 506683420 0822/2017 1122/2017 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 QL' RETENTION$ $ A IWORK5IS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER JE;-ECUTIVE OFF:OR/MQv16ER EXCLUDED'.' I (Mandatarytn N,u) IE3IesFIii1DIbc O4PERKTIOFS bsicw N /A A09463374 04/1820� 7 n4 r ni . 17 J2� :>r x TER OTH- STATI JTF =rt I E L EA,~H ACCIDFNT $ 1,000,000 E_L DISEASE - EA EMPLOYEE .$ 1,000,000 1,OOd,ODO B Professional Liability 106201541 11/17/2016 11/17/2017 2,000,000/2,000,000 10,000 deductibl DESCRIPTION OF OPERATIONS ( LOCATIONS I WHICLEB (ACORD 101, Addltionei Remarks schedule, miry be attached If more space IS IrquIrsd) The City of National City, its elected ofrtc,als, officers, agents, employees and volunteers are listed as additional insureds per attached enciorsemenis RE On Call CIP Supoort Services CERTIFICATE HOLDER City of National City c/a Risk Manager 1243 National City Blvd National City, CA 91950-4397 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I CAR LOS KREM ER ACORD 25 (2014/01) t§? 1888-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 60587-85-85 BUSINESSOWNERS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following. BUSINESSOWNERS POLICY SCHEDULE* liame Of Person Or Organization: The City of National City, its elected officials, officers, agents, employees and volunteers " Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations The following is added to Paragraph C. Who Is An Insured in the Businessowners Liability Coverage Form. 4. Any person or organization shown in the Sched- ule is also an insured, but only with respect to liability arising out of your ongoing operations performed for that insured BP04500167 Copyright, Insurance Services Office, Inc.: 1997 Page 1 of 1 0 POL ICY NUMBER 6O58785V COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endotsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE. FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement This endorsement identifies person(s) or organization(s) who are "insureds" under the VVho Is An insured Provi- sion of the Coverage Form This endorsement does not alter coverage provided in the Coverage Form This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below Endorsement Effective 1 OJ t/20 t 7 Countersigns /4-- '_ . (Authorized Representative) Named Insured CHEN RYAN ASSOCIATES INC Name of Person(s) or Organizaation(s): The Citti of National City, its elected officials; officers, agents, ertipin} ees and volunteers (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement ) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form CA 20 48 0299 Copyright Insurance Services Office, Inc , 1998 Page 1 of I 0 FARMER INSURANCE WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY Named • CHEN RYAN ASSOCIATES, INC Insure , 3900 5TH AVENUE, StE 210 SAN DECO CA 92103 Effective t}dtr 04/06117 Agent 99-56-3S5 WC 99 06 19 AQ946.33- 74 2017 Policy Number Polwy or the Company Year WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT • BLANKET We hate the tight to teeover our payments flout anyone liable fos an injury coveted by this- policy. We will not enforce ow tight against the presort or orgartt/aUon fot which you perIattst a'otk under a mitten contract that to tins you to obtain this agreement loom us. The additional pteutium for this endorsement shall be 3.0 % of the Workers' Cons wnsatyun ptrwtuu, otherwise due for the slate(v) listed below on suds rexs1uurtatson, subject to d minimum charge of All written contracts in the state(s) oI CA This, et>.dotseuient is part of your ►•thy. It supersedes and canttuls anything to the cututaty It is utltrtwise subjEct to all the trawls oft o Countetrigned 914369 1 Si ION 4-01 ned kepreseota.tre J6M121 MAtt t 0f 1 RESOLUTION 2017 - 210 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH CHEN RYAN ASSOCIATES, INC., FOR A TOTAL NOT -TO -EXCEED AMOUNT OF $1,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, CIVIL ENGINEERING; TRAFFIC; ENGINEERING TRANSPORTATION, BICYCLE, PEDESTRIAN, AND SAFE ROUTES TO SCHOOL PLANNING; GRANTS MANAGEMENT; AND GEOGRAPHIC INFORMATION SYSTEM; AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital improvement projects needs over the next five years; and WHEREAS, to successfully design, manage, and construct these projects, the Engineering and Public Works Department issued Requests for Proposals to professional firms to provide the City with for various engineering, architectural, and construction support services; and WHEREAS, 51 responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, based on an interview, qualifications, and past performance, staff recommends executing a two-year agreement (with the option to extend for one additional year) with Chen Ryan Associates, Inc., for a total not -to -exceed amount of $1,000,000 to provide on - call project support services for National City's CIP, including, but not limited to, civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and geographic information system; and WHEREAS, in addition, staff recommends authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the Mayor to execute a two-year Agreement with Chen Ryan Associates, Inc., for the total not to exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and, geographic information system. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — 210 Page Two PASSED and ADOPTED this 7th day of Novemb 117. on orrison, Mayor ATTEST: _A?e,isii ity A Mic ael R. Dalla, Clerk APPROVED AS TO FORM: F' +: orris-J • es C. 'orney Passed and adopted by the Council of the City of National City, California, on November 7, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California n __./4,1 /1 CI rk of the City of City National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-210 of the City of National City, California, passed and adopted by the Council of said City on November 7, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT ETING DATE: November 7, 2017 TEM TITLE: AGENDA ITEM NO. 9 Resolution of the City Council of the City of National City, 1) authorizing the Mayor to execute a two-year Agreement with Chen Ryan Associates, Inc. for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and, geographic information system; and 2) authorizing the City Manager to execute any project - specific supplemental agreements, as may be required for grant funded projects. PREPARED BY: Stephen Manganiello DEPARTMENT: Engineeri orks PHONE: 619-336-4382 APPROVED BY: EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: APPROVED: Finance MIS Funds are appropriated in various CIP accounts for FY 2018; funding for subsequent fiscal years is dependent on future CIP appropriations as part of annual budget and/or future grant awards. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: r1 STAFF RECOMMENDATION: Adopt Resolution executing an Agreement with Chen Ryan Associates, Inc. for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's CIP. BOARD / COMMISSION RECOMMENDATION: N/A TTACHMENTS: 1. Explanation 2. Agreement 3. Resolution /Pt. SG li4 fid4+ N n . :.[)► 3 - .210 I I Explanation: National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital needs over the next five years. Approximately $67 million (or 84%) is available through traditional funding sources and existing grant awards. The City will need to explore alternative funding options and continue to aggressively pursue competitive grant opportunities to fund the remaining, approximately $13 million in capital needs. Projects include, for example, corridor enhancements for traffic calming, pedestrian / bicycle safety (including Americans with Disabilities Act compliance) and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; new street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low -Impact Development (LID) measures for treatment of urban storm water runoff; drought tolerant landscaping; park amenities; and energy efficiency upgrades to City -owned buildings. In order to successfully design, manage and construct these projects, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for various engineering, architectural and construction support services on February 2, 2017. Additional services requested via the RFQ include, for example, plan and map reviews, preparation of plan and legal descriptions, sewer system management and financial administration, and environmental compliance involving storm water, wastewater and hazardous materials. The RFQ was advertised on the City's website, published in the San Diego Union Tribune, and e-mailed to over 100 professional consulting firms. The Department received 51 Statement of Qualifications (SOQs) from various firms by the March 6, 2017 deadline. Copies of the SOQs received are available in the Office of the City Engineer. Based on the strength of their SOQ, interview and past performance, staff recommends executing a two-year Agreement (with the option to extend for one additional year) with Chen Ryan Associates, Inc. for a not -to -exceed amount of $1,000,000 to provide on -call project support services for National City's CIP, including, but not limited to, civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and, geographic information system. See Exhibit "A" for general scope of work and Exhibit "B" for schedule of fees (to remain fixed throughout the term of the Agreement). Services will be provided "as -needed" based on available funding and capital priorities. In addition, staff recommends authorizing the City Manager to execute any project - specific supplemental agreements, as may be required for grant funded projects. These supplemental agreements would reference the terms and conditions of the attached master on -call Agreement, while incorporating additional project -specific grant requirements for use of consultant support services. Authorization to accept and appropriate grant funds, and execute grant agreements with the awarding agency (e.g. Caltrans, SANDAG, etc.) would still require separate City Council action. S S AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND CHEN RYAN ASSOCIATES, INC. THIS AGREEMENT is entered into on this 7th day of November, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and CHEN RYAN ASSOCIATES, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, on February 2, 2017, the Engineering & Public Works Department advertised a Request for Qualifications (RFQ) for on -call project support services for National City's CIP; WHEREAS, on March 6, 2017, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to the RFQ, consistent with the requirements of the RFQ; WHEREAS, the CITY has determined that the CONSULTANT is a civil engineering, traffic engineering and transportation planning firm; and WHEREAS, based on evaluation of the CONSULTANT'S SOQ and interview, the CITY has determined that the CONSULTANT is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP), and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on November 7, 2017. The duration of this Agreement is for the period of November 7, 2017 through November 6, 2019. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. Any extension of this Agreement must be approved in writing by the City Council. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A", including, but not limited to: civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and, geographic information system. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Matt Capuzzi, P.E., thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $1,000,000. The compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". The CITY will not accept CONSULTANT "mark-ups" for services provided by SUBCONSULTANTS. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of Standard Agreement Page 2 of 11 Revised July 2017 Chen Ryan Associates City of National City and -2- performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this project, whether paper or electronic, shall become the property of the CITY for use with respect to this project, and shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem Standard Agreement Page 3 of 11 City of National City and Revised July 2017 Chen Ryan Associates necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any Standard Agreement Page 4 of 11 City of National City and Revised July 2017 Chen Ryan Associates s s -4- reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement Page 5 of 11 City of National City and Revised July 2017 Chen Ryan Associates -5- The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold haiiiiless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) Standard Agreement Page 6 of 11 City of National City and Revised July 2017 Chen Ryan Associates -6- days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. If the CONSULTANT maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's Standard Agreement Page 7 of 11 City of National City and Revised July 2017 Chen Ryan Associates -7- fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: Standard Agreement City of National City and Revised July 2017 Chen Ryan Associates Page 8 of 11 -8- To CITY: Stephen Manganiello Director of Public Works/City Engineer City of National City Engineering & Public Works Department 1243 National City Boulevard National City, CA 91950-4397 To CONSULTANT: Matt Capuzzi, P.E. Project Manager Chen Ryan Associates, Inc. 3 900 Fifth Avenue, Suite 210 San Diego, CA 92103 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 21 by the CONSULTANT. 22. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates Standard Agreement City of National City and Revised July 2017 Chen Ryan Associates Page 9of11 -9- apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. Standard Agreement Page 10 of 11 Revised July 2017 Chen Ryan Associates City of National City and -10- M. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY CHEN RYAN ASSOCIATES, INC. By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney Standard Agreement onique Che , P.E. President By: Matt(Capuzzi, P. Vice President City of National City and Revised July 2017 Chen Ryan Associates Page 11 of 11 -11- EXHIBIT "A" Statement of Qualifications to Provide On -Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic lmformation System March 6, 2017 Mr. Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Re: Statement of Qualifications to Provide On -Call Project Support Services for National City's Capital Improvement Program (CIP) - Traffic Engineering, Transportation Planning and Graphic Information System Dear Steve: Chen Ryan Associates, Inc. is pleased to present our Statement of Qualifications (SOQ) to provide on -call project support services for National City's Capital Improvement Program (CIP), with a focus on the following disciplines identified in the RFQ: • Traffic Engineering • Transportation Planning • Graphic Information Systems (GIS) We are confident that you will find Chen Ryan Associates to be exceptionally well qualified to assist you in the upcoming years on a range of transportation related tasks, including complete streets, bicycle and pedestrian planning and design, traffic operational analyses and simulations, parking analyses, Traffic Impact Study (TIS) preparation and review, and other traffic engineering support and advice. Our firm has extensive experience throughout the San Diego region in multi -modal transportation studies on a wide range of projects, from bicycle and pedestrian master plans, to corridors studies and concept design, to General Plans. We can also ensure the ability to bring fresh perspectives incorporating state-of- the-art analysis tools and expertise related to mobility planning, design and multi -modal integration within the context of complete streets. We have an unparalleled and in-depth understanding of the City's vision, goals and opportunities in its mobility planning and implementation as our key staff have assisted the City in delivering the Circulation Element Update which was adopted in June of 2011. The Update process allowed me to work very closely with you and develop a deep appreciation of both your tireless work ethic and your management style. We are excited about this particular Request for Qualifications (RFQ) for two reasons — helping the City to realize its vision of being a multi -modal transportation leader in our region through various CIP projects; and having the opportunity to work with you again. -12- Statement of Qualifica'" ionso 'r• v►. e" n-Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic lmformation System For this pursuit, we have added Circulate San Diego as a subconsultant. They bring over five years of experience in community outreach, Safe Routes to School planning and education to the team. They have been active in the City's on -going Safe Routes to School Program. I will be serving as the Contract Manager for this On -Call. I have served as the on -call contract manager providing transportation planning and traffic engineering services for the City of Vista over the past 15 plus years. During this period, I have managed numerous traffic impact studies in the City of Vista including mixed -use, municipal, parks, commercial, office uses, and residential projects. Interchange operations, speed studies, fair share cost estimations, as well as circulation element assessments have also been a part of our previous on -call efforts for the City of Vista. I am also the contract manager for providing as -needed traffic engineering services to the City of San Diego. Under this on -going contract, we have successfully delivered or currently working on numerous task orders with the City of San Diego on interesting and innovating multimodal projects. I bring extremely strong technical skills in traffic engineering and transportation planning, specifically in traffic impact analyses, complete streets assessments, and multi -modal designs. As a project manager, I take pride in my communication abilities and I am known for being responsive and flexible. I strive to produce high quality products within prescribed timeline and budget parameters. I will be supported by highly qualified staff to ensure that we provide the City of National City with the full spectrum of transportation planning and traffic engineering services necessary over the duration of this on -call contract. Chen Ryan Associates is a certified Disadvantaged and Small Business Enterprise (DBE/UDBE and SBE) founded in 2011. We take no exceptions to this RFQ and the requirements stated within. No addenda have been issued for this RFQ. We appreciate the opportunity to present our qualifications and look forward to providing our services to the City of National City. Thank you. Sincerely, Monique Chen, PE Principal Chen Ryan Associates, Inc. 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 Phone: 619-318-4664 Email: mchen@chenryanmobility.com -13- Statement of Qualifications to Provide On -Call Project Support Services for National City's CIP Traffic Engineering, Transportation Planning, Graphic lmformation System Executive Summary Chen Ryan Associates, Inc. brings a fresh vision to transportation planning and traffic engineering in the San Diego region. We are committed to planning transportation systems and identifying mobility improvements that create and support vibrant and sustainable communities. We provide a fully multi - modal approach, building upon the multi -dimensional experiences of our staff, along with our dedication to serving the full range of client needs. We understand the quality -of -life and health benefits of integrated transportation/land use planning, smart growth and active transportation. Our experience and capabilities in these areas allow us to take on a wide range of transportation projects, bringing strong technical expertise combined with practical experience in a variety of environments and applications. Over the past 19 years, we have consistently demonstrated success in conducting accurate analyses and evaluations, and in making the critical decisions required to move projects forward with positive resolution of key issues. Contract Manager Monique Chen, PE, will serve as the Contract Manager, responsible for day-to-day activities, allocation of resources, and client communications, as well as approval of all submittals. Ms. Chen possesses extremely strong technical skills in traffic engineering and transportation planning, specifically in EIR level traffic impact analyses, complete streets assessments, and multi -modal designs. She is well received throughout the region for her quality of work and strong leadership on a number of critical projects, including the Downtown San Diego Mobility, Southeastern San Diego and Encanto Community Plan Updates, National City General Plan Update, City of Vista Traffic Engineering On -Call, and Otay Ranch Traffic Engineering On -Call. As a project manager, Ms. Chen strives to produce high quality products on -time and on -budget. She will be supported by a group of highly qualified engineers and planners to ensure the City of National City receives all necessary services for the duration of this on -call contract. Experience and Technical Competence Chen Ryan Associates is interested in pursuing contracts for the Traffic Engineering, Transportation Planning, and GIS disciplines of the on -call services. Chen Ryan Associates offers specialized expertise in the following areas: al.- Transportation Impact Studies 4- Transportation Planning/Land Use & Smart Growth Planning '4- Mobility/Circulation Element Planning 4- Multi -Modal Planning and Analysis 4- Bicycle/Pedestrian Planning and Design CHEN ~ RYAN Key Projects • National City Traffic Engineering On -Call • National City Safe Routes to School Planning • City of San Diego Traffic Engineering On -Call • Port of San Diego On -Call Consulting • Otay Ranch On -Call Traffic Engineering • UCSD Medical Center Parking Master Plan • Southeastern San Diego and Encanto Community Plan Updates • City of Vista On -Call Traffic Engineering • Downtown San Diego Mobility Plan • County of San Diego On -Call Traffic Engineering • City of Los Angeles Great Streets and Vision Zero Corridor • San Marcos On -Call Traffic Engineering • MAG MMLOS Evaluation Page 11 -14- Statement of Qualif►ca`►ons o rov : -Call Proje Traffic Engineering, Transportation Planning, Graphic Imformation System 4- Traffic Operations and Simulation -4- Traffic Engineering Design - Transportation Systems Planning • Active Transportation ▪ Safe Routes to School and Transit ▪ Traffic Calming • Parking Assessments and Demand Management GIS Analysis and Mapping We have extensive experience providing on -call transportation services, multi -modal and transportation planning, traffic engineering and conducting traffic impact studies in South County, as well as throughout the San Diego region. Methods Proposed to Accomplish Work Chen Ryan Associates has exceptional on -call experience with agencies across the San Diego region. This experience enables us to better understand and establish project approaches that work best for our clients. Communication with City staff is an integral component of the success of our approach. We strive to develop and maintain close working partnerships with City staff, to reduce the likelihood of unexpected outcomes that could compromise project success. We work diligently to relay results to our clients at each step of the project. This commitment to communication has proven a key to our on- going success as agency partners. We ensure the ability to bring fresh perspectives incorporating state-of-the-art tools (VISSIM, Synchro/SimTraffic, Bicycle Level of Traffic Stress, GIS-based Pedestrian Environmental Quality Evaluation and Network Analyst, Rodel and SIDRA for roundabouts, MXD smart growth trip generation, SketchUp, etc.) and expertise related to mobility planning, design and multi - modal integration within the context of complete streets. Existing Ramp Operation 8:00 a.m. Perfen-ed Concept Plan Ramp Operation @ 8:00 a.m. Grant funding can significantly supplement a CIP. A variety of federal, state, regional and local grants and funding sources exist for safety improvements the expansion of walkability and bikeability, and build healthy communities. Chen Ryan Team members have been successful in assisting various agencies to CHEN itk. RYAN Page 12 -15- Statement of Qualifications to Provide On -Call Project Support Services for National City's CJP Traffic Engineering, Transportation Planning, Graphic lmformation System obtain grant funding. In the past five years, Chen Ryan Associates staff have assisted local jurisdictions in winning over $2M in grant funding. It is our intent to assist the City of National City with grant application preparation. 1.0 Firm Overview EIHEN ,RYANChen Ryan Associates, Inc. is a certified Disadvantaged and Small Business Enterprise (DBE and SBE) founded in 2011 and brings a fresh vision to transportation planning and traffic engineering in the San Diego region. We are committed to planning transportation systems and identifying mobility improvements that create and support vibrant and sustainable communities. We provide a fully multi -modal approach, building upon the multi -dimensional experiences of our staff, along with our dedication to serving the full range of client needs. We understand the quality -of -life and health benefits of integrated transportation/land use planning, smart growth and active transportation. Our experience and capabilities in these areas allow us to take on a wide range of transportation projects, bringing strong technical expertise combined with practical experience in a variety of environments and applications. Contact information a. Firm legal name and address: Chen Ryan Associates, Inc. 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 b Chen Ryan Associates is an S-Corporation. c The office where all work will be performed: 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 d Contract manager contact information: Monique Chen, Principal Phone: 619-318-4664 mchen@chenryanmobility.com Over the past 19 years, we have consistently demonstrated success in conducting accurate analyses and evaluations, and in making the critical decisions required to move projects forward with positive resolution of key issues. Circulate San Diego works with local governments, SANDAG, the private .) sector, and citizens on the health, environmental, and economic benefits to driving less. Their mission is to create excellent mobility choices and vibrant, healthy neighborhoods. Recently, Circulate San Diego's project work in San Diego region has included an extensive array of services, including Safe Routes to School Programs in San Ysidro and Southeast San Diego, Safe Routes to School Planning in National City, Santee, and Encinitas, the region's first "Safe Routes to Nature" program designed to increase usage and awareness around the Otay Valley Regional Park, innovative outreach events and digital media for the Balboa Station Area Plan, and Vision Zero initiatives, as well as pedestrian safety programs. CIRCULATE e 0 SAN DIEGO CHEN eRYAN F �,ge 13 -16- } 4., CALIFORNIA *. NTIOVALC��, IJ CORPORA?E'D Monique Chen, PE Principal -In -Charge I Matt Capuzzi, PE Contract Manager Civil Engineering Matt Capuzzi, PE Jonathan Sanchez, EIT Patrick Tolh, EIT Adrian Roman, CMIT Transportation, Bicycle, Pedestrian, & SRTS Planning I . Brian Gaze, AICP Adnrew Prescott Aaron Galinis Jim Stone* Traffic Engineering • Stephen Cook, PE Phuong Nguyen, PE Michael Kenney, PE Jonathan Sanchez, EIT Adrian Roman, EIT Rona Quiambao Tim Quach * Circulate San Diego Grants Management ■ Matt Capuzzi, PE Rona Quiambao Patrick Tolt, EIT Geographic Information System (GIS) Brian Gaze, AICP Sasha Jovanovic Andrew Prescott -17- CHEN RYAN "Exhibit B" On -Call Project Support Services for National City's Capital Improvement Program (CIP) Rate Schedule Effective through October 31, 2020 Classification Billing Rate per Hour Principal $229.00 Senior Professional $185.00 Professional II $151.00 Professional I $130.00 Analyst $115.00 Support Staff $70.00 Direct expenses such as but not limited to printing and reproductions, travel expenses, deliveries, materials, shipping, postage, etc. will be invoiced at cost. 3900 5th Avenue, Suite 210 • San Diego, CA 92103 • 619-784-1113 www.ChenRyanMobility.com -18- RESOLUTION 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH CHEN RYAN ASSOCIATES, INC., FOR A TOTAL NOT -TO -EXCEED AMOUNT OF $1,000,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM, INCLUDING, BUT NOT LIMITED TO, CIVIL ENGINEERING; TRAFFIC; ENGINEERING TRANSPORTATION, BICYCLE, PEDESTRIAN, AND SAFE ROUTES TO SCHOOL PLANNING; GRANTS MANAGEMENT; AND GEOGRAPHIC INFORMATION SYSTEM; AND AUTHORIZING THE CITY MANAGER TO EXECUTE ANY PROJECT -SPECIFIC SUPPLEMENTAL AGREEMENTS, AS MAY BE REQUIRED FOR GRANT FUNDED PROJECTS WHEREAS, National City's Capital Improvement Program (CIP) estimates approximately $80 million in capital improvement projects needs over the next five years; and WHEREAS, to successfully design, manage, and construct these projects, the Engineering and Public Works Department issued Requests for Proposals to professional firms to provide the City with for various engineering, architectural, and construction support services; and WHEREAS, 51 responses to the Requests for Proposals were received and reviewed, taking into consideration, among other things, past performance history, knowledge of the environment, the type of services offered, and the cost to the City; and WHEREAS, based on an interview, qualifications, and past performance, staff recommends executing a two-year agreement (with the option to extend for one additional year) with Chen Ryan Associates, Inc., for a total not -to -exceed amount of $1,000,000 to provide on - call project support services for National City's CIP, including, but not limited to, civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and geographic information system; and WHEREAS, in addition, staff recommends authorizing the City Manager to execute any project -specific supplemental agreements, as may be required for grant funded projects. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the Mayor to execute a two-year Agreement with Chen Ryan Associates, Inc., (with the option to extend for one additional year) for the total not to exceed amount of $1,000,000 to provide on - call project support services for National City's CIP, including, but not limited to, civil engineering; traffic engineering; transportation, bicycle, pedestrian, and safe routes to school planning; grants management; and, geographic information system. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 17th day of October, 2017. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney Ron Morrison, Mayor • a\ �uwr......nnn//I//y fir• ��, CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk November 15, 2017 Ms. Monique Chen, PE, Principal Chen Ryan Associates, Inc. 3900 Fifth Avenue, Suite 210 San Diego, CA 92103 Dear Ms. Chen, On November 7th, 2017, Resolution No. 2017-210 was passed and adopted by the City Council of the City of National City, authorizing execution of a two-year agreement with Chen Ryan Associates, Inc. We are forwarding a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure