HomeMy WebLinkAbout2018 CON Chen Ryan Associates - On-call Project Support Services CIP - Systematic Safety Analysis Report ProgramLocal Assistance Procedures Manual
EXHIBIT 10-R
A&E Contract
City of National City and Chen Ryan Associates, Inc.
AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
CHEN RYAN ASSOCIATES, INC.
FOR THE SYSTEMATIC SAFETY
ANALYSIS REPORT PROGRAM
THIS AGREEMENT is entered into on this 20th day of September, 2018, 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 an engineering 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.
WHEREAS, the CITY and the CONSULTANT entered into an agreement on November 7, 2017,
("the Agreement") through the adoption of City of National City Council Resolution No. 2017-210,
wherein the CONSULTANT agreed to provide on -call project support services for the CITY'S CIP,
including, but not limited to, project management, engineering and contract management, architecture,
land surveying, environmental compliance, assessment and remediation, geotechnical, soils and materials
testing, plan reviews, constructability reviews, and community outreach.
WHEREAS, _ the City Council authorized the City Manager to execute any project specific -
supplemental agreements as may be required for grant funded projects.
WHEREAS, the CITY has determined that the following Caltrans Exhibit 10-R A&E Contract
must be executed to satisfy Federal Highway Administration grant requirements.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
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EXHIBIT 10-R
A&E Contract
City of National City and Chen Ryan Associates, Inc.
EXHIBIT 10-R
A &E CONTRACT
TABLE OF CONTENTS
Article Subject Page
Article I Introduction 3
Article II Statement of Work 3
Article III Consultant's Reports or Meetings 5
Article IV Performance Period; Term 5
Article V Allowable Costs and Payments 5
Article VI Termination 6
Article VII Cost Principles and Administrative Requirements 7
Article VIII Retention of Records/Audit 7
Article IX Audit Review Procedures 8
Article X Subcontracting 8
Article XI Equipment Purchase 8
Article XII State Prevailing Wage Rates 9
Article XIII Conflict of Interest 9
Article XIV Rebates, Kickbacks or other Unlawful Consideration 10
Article XV Prohibition of Expending CITY State or Federal Funds for Lobbying 10
Article XVI Statement of Compliance 10
Article XVII Debarment and Suspension Certification 11
Miscellaneous provisions:
Article XVIII Funding Requirements 11
Article XIX Change in Terms 12
Article XX Disadvantaged Business Enterprises (DBE) Participation 12
Article XXI Contingent Fee 13
Article XXII Disputes 13
Article XXIII Inspection of Work 14
Article XXIV Workers' Compensation; Safety 14
Article XXV Insurance 14
Article XXVI Ownership of Data 15
Article XXVII Claims Filed by CITY'S Construction Contractor 16
Article XXVIII Confidentiality of Data 17
Article XXIX National Labor Relations Board Certification 17
Article XXX Evaluation of Consultant 17
Article XXXI Retention of Funds 18
Article XXXII Notification 18
Article XXXIII Administrative Provisions 19
Article XXXIV Contract 20
Article XXXV Signatures 21
Article XXXV Signatures 21
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ARTICLE I INTRODUCTION
A. This Architecture and Engineering contract ("A&E Contract" or "Contract") is between the following named,
hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, CITY:
The name of the "CONSULTANT" is as follows: Chen Ryan Associates
Incorporated in the State of California
The Project Manager for the "CONSULTANT" will be Matt Capuzzi, P.E.
The name of the "CITY" is as follows:
The CITY of National CITY, a municipal corporation.
The Contract Administrator for CITY will be Stephen Manganiello, Director of Public Works/City Engineer
B. The work to be performed under this Contract is described in Article II entitled Statement of Work and the
approved CONSULTANT's Cost Proposal dated March 5, 2018. The approved CONSULTANT's Cost
Proposal is attached hereto (Exhibit A) and incorporated by reference. If there is any conflict between the
approved Cost Proposal and this Contract, this Contract shall take precedence.
C. CONSULTANT agrees to indemnify and hold harmless CITY, its officers, agents, employees, and volunteers
from any and all claims, demands, suits, actions, proceedings, costs, or liability, including workers'
compensation claims, of or by anyone whomsoever, arising from or connected with the services provided
hereunder due to negligent acts, errors, or omissions of CONSULTANT. CONSULTANT will reimburse
CITY for any expenditure, including reasonable attorney fees, incurred by CITY in defending against claims
ultimately determined to be due to negligent acts, errors, or omissions of CONSULTANT. The indemnity,
defense and hold harmless obligations contained herein shall survive the termination of this Contract for any
alleged or actual omission, act, or negligence under this Contract that occurred during the term of this
Contract.
D. CONSULTANT and the agents and employees of CONSULTANT, in the performance of this Contract, shall
act in an independent capacity and not as officers or employees or agents of CITY.
E. Without the written consent of CITY, this Contract is not assignable by CONSULTANT either in whole or in
part.
F. No alteration or variation of the terms of this Contract shall be valid, unless made in writing and signed by the
parties hereto; and no oral understanding or agreement not incorporated herein, shall be binding on any of the
parties hereto.
G. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of
CONSULTANT's expenses incurred in the performance hereof, including travel and per diem, unless
otherwise expressly so provided.
ARTICLE II STATEMENT OF WORK
A. Consultant Services
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.
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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 CONSULTANT shall
appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project.
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 Contract. 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, not to exceed a factor of 15% from the
base amount.
B. Right of Way
Right -of -Way Engineering services include but are not limited to: determination of ownership, parcel, and
subparcel information, boundary determination, right-of-way requirements, preparing appraisal maps,
preparing final right-of-way maps, preparing acquisition and relinquishment documents, and performing
right-of-way certification.
C. Surveys
These services include but are not limited to: control, engineering, and construction surveys, conducting field
investigation, developing topographical mapping, establishing property boundaries, construction staking, and
records searches.
D. Subsurface Investigations
Geotechnical and geology services include but are not limited to: performing field drilling and borings,
preparing foundation reports, pavement recommendations, soils reports, log of test borings, evaluating and
making recommendations for design parameters based on the conditions encountered.
E. CITY Obligations
All data applicable to the project and in possession of CITY or another agency, or government that are to be
made available to CONSULTANT are referred to in the Contract.
F. Conferences, Visits to Site, Inspection of Work
The Contract provides for conferences as needed, visits to the site, and inspection of the work by
representatives of the state, or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the
initial meeting shall be included in invoices to be paid by the CITY.
G. Checking Shop Drawings
Payment for checking shop drawings by CONSULTANT may be included in the invoices to be paid by the
City, or provision may be made for separate payment.
H. Consultant Services During Construction
Design support during construction services include but are not limited to: developing design changes to
plans, specification, and cost estimated during construction, reviewing shop drawings and submittals, field
reviews, site condition verification, and developing as -built plans.
I. Documentation and Schedules
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 performance, the acceptable completion of this Contract, 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
Contract, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business
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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.
J. Deliverables and Number of Copies
The number of copies of papers or documents to be furnished, such as reports, brochures, sets of plans,
specifications, or Right of Way plots shall be specified in each task order.
ARTICLE III CONSULTANT'S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports on each specific project in accordance with the Task Order.
These reports shall be submitted at least once a month. The report should be sufficiently detailed for CITY's
Contract Administrator to determine if CONSULTANT is performing to expectations, or is on schedule; to
provide communication of interim findings, and to sufficiently address any difficulties or special problems
encountered, so remedies can be developed.
B. CONSULTANT's Project Manager shall meet with CITY's Contract Administrator, as needed, to discuss
progress on the project(s).
ARTICLE IV PERFORMANCE PERIOD; TERM
A. This Contract shall go into effect on September 20, 2018, contingent upon approval by CITY, and
CONSULTANT shall commence work after issuance of a notice to proceed by CITY'S Contract
Administrator. The Contract shall end on November 6, 2019 unless extended by Contract amendment. This
Contract may be extended by mutual agreement upon the same terms and conditions for an additional one (1)
year term.
B. CONSULTANT is advised that any recommendation for an award of this Contract is not binding on CITY
until the Contract is fully executed and approved by CITY.
C. CONSULTANT shall commence work after a notice to proceed is issued by CITY'S Contract Administrator.
The period of performance for each specific project shall be in accordance with the Task Order for that
project. If work on a Task Order is in progress on the expiration date of this Contract, the terms of the
Contract shall be extended by Contract amendment until that Task Order is completed to the satisfaction of
the CITY.
ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in CONSULTANTs Cost
Proposal (Exhibit A). The specified hourly rates shall include direct salary costs, employee benefits,
overhead, and fee. These rates are not adjustable for the performance period set forth in this Contract.
B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that
are in the cost proposal and identified in the cost proposal and in the executed Task Order.
C. Specific projects will be assigned to CONSULTANT through issuance of Task Orders.
E. Task Orders may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both
of which must be based on the labor and other rates set forth in CONSULTANT's Cost Proposal.
F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved
Cost Proposal.
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G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior
written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such
estimate.
H. Progress payments for each Task Order will be made monthly in arrears based on services provided and actual
costs incurred.
I. CONSULTANT shall not commence performance of work or services until this Contract has been approved
by CITY, and notification to proceed has been issued by CITY'S Contract Administrator. No payment will
be made prior to approval or for any work performed prior to approval of this Contract.
J. A Task Order is of no force or effect until returned to CITY and signed by an authorized representative of
CITY. No expenditures are authorized on a project and work shall not commence until a Task Order for that
project has been executed by CITY.
K. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by CITY'S
Contract Administrator of itemized invoices in triplicate. Separate invoices itemizing all costs are required
for all work performed under each Task Order. Invoices shall be submitted no later than 45 calendar days
after the performance of work for which CONSULTANT is billing, or upon completion of the Task Order.
Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall
follow the format stipulated for the approved Cost Proposal and shall reference this Contract number, project
title and Task Order number. Credits due CITY that include any equipment purchased under the provisions of
Article XI Equipment Purchase of this Contract, must be reimbursed by CONSULTANT prior to the
expiration or termination of this Contract. Invoices shall be mailed to CITY's Contract Administrator at the
following address:
Stephen Manganiello
Director of Public Works/City Engineer
Engineering & Public Works Department
City of National City
1243 National City Boulevard
National City, California 91950-4301
L. The period of performance for Task Orders shall be in accordance with dates specified in the Task Order. No
Task Order will be written which extends beyond the expiration date of this Contract.
M. The total amount payable by CITY for an individual Task Order shall not exceed the amount agreed to in the
Task Order, unless authorized by Contract amendment.
N. If the Consultant fails to satisfactorily complete a deliverable according to the schedule set forth in a Task
Order, no payment will be made until the deliverable has been satisfactorily completed.
O. Task Orders may not be used to amend this Contract and may not exceed the statement of work under this
Contract.
P. The total amount payable by CITY for all Task Orders resulting from this Contract shall not exceed $96,218.
It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will
be authorized under this Contract through Task Orders.
ARTICLE VI TERMINATION
A. This Contract 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 Contract.
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B. This Contract may also be terminated immediately by the CITY for cause in the event of a material breach of
this Contract, misrepresentation by the CONSULTANT in connection with the formation of this Contract or
the performance of services, or the failure to perform services as directed by the CITY. In the event of such
termination, CITY may proceed with the work in any manner deemed proper by CITY.
C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the
CONSULTANT with the reasons for termination stated in the notice as provided for herein.
D. In the event of termination, all fmished 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. In which case the damages
(or overage) shall be deducted from any sum due CONSULTANT under this Contract and the balance, if any,
shall be paid to CONSULTANT upon demand. Thereafter, ownership of said written material shall vest in the
CITY all rights set forth in ARTICLE XXVI.
E. The CITY further reserves the right to immediately terminate this Contract 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.
ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS
A. CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition
Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of
individual items.
B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.
C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to
be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter 1,
Part 31.000 et seq., are subject to repayment by CONSULTANT to CITY.
ARTICLE VIII RETENTION OF RECORDS/AUDIT
For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California
Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the
performance of the Contract pursuant to Government Code 8546.7; CONSULTANT, subconsultants, and CITY
shall maintain and make available for inspection all books, documents, papers, accounting records, and other
evidence pertaining to the performance of the Contract, including but not limited to, the costs of administering the
Contract. All parties shall make such materials available at their respective offices at all reasonable times during
the Contract period and for three years from the date of final payment under the Contract. The state, State
Auditor, CITY, FHWA, or any duly authorized representative of the Federal Government shall have access to any
books, records, and documents of CONSULTANT and it's certified public accountants (CPA) work papers that
are pertinent to the Contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and
copies thereof shall be furnished if requested.
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ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this Contract that is not
disposed of by agreement, shall be reviewed by CITY'S Director of Finance.
B. Not later than 30 days after issuance of the final audit report, CONSULTANT may request a review by
CITY'S Director of Finance of unresolved audit issues. The request for review will be submitted in writing.
C. Neither the pendency of a dispute nor its consideration by CITY will excuse CONSULTANT from full and
timely performance, in accordance with the terms of this Contract.
D. CONSULTANT and subconsultant contracts, including cost proposals and ICR, are subject to audits or
reviews such as, but not limited to, a Contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit
work paper review. If selected for audit or review, the Contract, cost proposal and ICR and related work
papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and
regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT's responsibility to
ensure federal, state, or local government officials are allowed full access to the CPA's work papers including
making copies as necessary. The Contract, cost proposal, and ICR shall be adjusted by CONSULTANT and
approved by CITY Contract Administrator to conform to the audit or review recommendations.
CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into
the Contract by this reference if directed by CITY at its sole discretion. Refusal by CONSULTANT to
incorporate audit or review recommendations, or to ensure that the federal, state or local governments have
access to CPA work papers, will be considered a breach of Contract terms and cause for termination of the
Contract and disallowance of prior reimbursed costs.
ARTICLE X SUBCONTRACTING
A. Nothing contained in this Contract or otherwise, shall create any contractual relation between CITY and any
subconsultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations
hereunder. CONSULTANT agrees to be as fully responsible to CITY for the acts and omissions of its
subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and
omissions of persons directly employed by CONSULTANT. CONSULTANT's obligation to pay its
subconsultant(s) is an independent obligation from CITY'S obligation to make payments to the
CONSULTANT.
B. CONSULTANT shall perform the work contemplated with resources available within its own organization
and no portion of the work pertinent to this Contract shall be subcontracted without written authorization by
CITY's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal.
C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment
made to CONSULTANT by CITY.
D. All subcontracts entered into as a result of this Contract shall contain all the provisions stipulated in this
contract to be applicable to subconsultants.
E. Any substitution of subconsultant(s) must be approved in writing by CITY's Contract Administrator prior to
the start of work by the subconsultant(s).
ARTICLE XI EQUIPMENT PURCHASE
A. Prior authorization in writing, by CITY's Contract Administrator shall be required before CONSULTANT
enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or
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CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of
incurring such costs.
B. For purchase of any item, service or consulting work not covered in CONSULTANT's Cost Proposal and
exceeding $5,000 prior authorization by CITY's Contract Administrator; three competitive quotations must
be submitted with the request, or the absence of bidding must be adequately justified.
C. Any equipment purchased as a result of this Contract is subject to the following: "CONSULTANT shall
maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful
life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs
replacement and is sold or traded in, CITY shall receive a proper refund or credit at the conclusion of the
contract, or if the Contract is terminated, CONSULTANT may either keep the equipment and credit CITY in
an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or
private sale, in accordance with established CITY procedures; and credit CITY in an amount equal to the
sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at
CONSULTANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals
shall be obtained from an appraiser mutually agreeable to by CITY and CONSULTANT, if it is determined to
sell the equipment, the terms and conditions of such sale must be approved in advance by CITY." 49 CFR,
Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than
$5,000 is credited to the project.
ARTICLE XII STATE PREVAILING WAGE RATES
A. CONSULTANT shall comply with the State of California's General Prevailing Wage Rate requirements in
accordance with California Labor Code, Sections 1720,1720.2, 1720.3, 1720.4, and 1770, 1771, and all
Federal, State, and local laws and ordinances applicable to the work.
B. Any subcontract entered into as a result of this Contract, if for more than $25,000 for public works
construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall
contain all of the provisions of this Article, unless the awarding agency has an approved labor compliance
program by the Director of Industrial Relations.
C. When prevailing wages apply to the services described in the statement of work, transportation and
subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations
(DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
ARTICLE XIII CONFLICT OF INTEREST
A. CONSULTANT shall disclose any financial, business, or other relationship with CITY that may have an
impact upon the outcome of this Contract, or any ensuing CITY construction project. CONSULTANT shall
also list current clients who may have a financial interest in the outcome of this Contract, or any ensuing
CITY construction project, which will follow.
B. CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business
interest that would conflict with the performance of services under this Contract.
C. CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with CONSULTANT
will bid on any construction Contract, or on any Contract to provide construction inspection for any
construction project resulting from this Contract. An affiliated firm is one, which is subject to the control of
the same persons through joint -ownership, or otherwise.
D. Except for subconsultants whose services are limited to providing surveying or materials testing information,
no subconsultant who has provided design services in connection with this Contract shall be eligible to bid on
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any construction Contract, or on any Contract to provide construction inspection for any construction project
resulting from this Contract.
ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
CONSULTANT warrants that this Contract was not obtained or secured through rebates kickbacks or other
unlawful consideration, either promised or paid to any CITY employee. For breach or violation of this warranty,
CITY shall have the right in its discretion; to terminate the Contract without liability; to pay only for the value of
the work actually performed; or to deduct from the Contract price; or otherwise recover the full amount of such
rebate, kickback or other unlawful consideration.
ARTICLE XV PROHIBITION OF EXPENDING CITY STATE OR FEDERAL FUNDS FOR
LOBBYING
A. CONSULTANT certifies to the best of his or her knowledge and belief that:
1. No state, federal or CITY appropriated funds have been paid, or will be paid by -or -on behalf of
CONSULTANT to any person for influencing or attempting to influence an officer or employee of
any state or federal agency; a Member of the State Legislature or United States Congress; an officer
or employee of the Legislature or Congress; or any employee of a Member of the Legislature or
Congress, in connection with the awarding of any state or federal Contract; the making of any state or
federal grant; the making of any state or federal loan; the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any state or federal
Contract, grant, loan, or cooperative agreement.
2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for
influencing or attempting to influence an officer or employee of any federal agency; a Member of
Congress; an officer or employee of Congress, or an employee of a Member of Congress; in
connection with this federal Contract, grant, loan, or cooperative agreement; CONSULTANT shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance
with its instructions.
B. This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
C. CONSULTANT also agrees by signing this Contract that he or she shall require that the language of this
certification be included in all lower -tier subcontracts, which exceed $100,000 and that all such sub recipients
shall certify and disclose accordingly.
ARTICLE XVI STATEMENT OF COMPLIANCE
A. During the performance of this Contract, Consultant and its subconsultants shall not unlawfully discriminate,
harass, or allow harassment against any employee or applicant for employment because of sex, race, color,
ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability,
medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and
subconsultants shall insure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Consultant and subconsultants shall comply
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with the provisions of the Fair Employment and Housing Act (Gov. Code § 12990 (a-f) et seq.) and the
applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 10000 et
seq.). The applicable regulations of the Fair Employment and Housing Commission implementing
Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4.1 of Title 2 of the California Code
of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full.
Consultant and its subconsultants shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other Contract.
B. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted
programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 - Effectuation
of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will
implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on
the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied
the benefits of or subject to discrimination under any program or activity by the recipients of federal
assistance or their assignees and successors in interest.
C. The Consultant, with regard to the work performed by it during the Contract shall act in accordance with Title
VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion,
sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and
leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination
prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Contract
covers a program whose goal is employment.
ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the
laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, "OMB
Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies
that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager,
is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any
federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any
federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been
indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any
matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this
certification must be disclosed to CITY.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in
determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating
agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services
Administration are to be determined by the Federal Highway Administration.
ARTICLE XVIII FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this Contract may have been written before ascertaining the
availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid
program and fiscal delays that would occur if the Contract were executed after that determination was made.
B. This Contract is valid and enforceable only, if sufficient funds are made available to CITY for the purpose of
this Contract. In addition, this Contract is subject to any additional restrictions, limitations, conditions, or any
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statute enacted by the Congress, State Legislature, or the CITY Council that may affect the provisions, terms,
or funding of this Contract in any manner.
C. It is mutually agreed that if sufficient funds are not appropriated, this Contract may be amended to reflect any
reduction in funds.
D. CITY has the option to void the Contract under the 30-day termination clause pursuant to Article VI, or by
mutual agreement to amend the Contract to reflect any reduction of funds.
ARTICLE XIX CHANGE IN TERMS
A. This Contract may be amended or modified only by mutual written agreement of the parties.
B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and
notification to proceed has been provided by C1TY's Contract Administrator.
C. There shall be no change in CONSULTANT's Project Manager or members of the project team, as listed in
the approved Cost Proposal, which is a part of this Contract without prior written approval by CITY's
Contract Administrator.
ARTICLE XX DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
A. This Contract is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in
Department of Transportation Financial Assistance Programs". Consultants who obtain DBE participation on
this Contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal.
B. The goal for DBE participation for this Contract is 10%. Participation by DBE consultant or subconsultants
shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-
01), or in the Consultant Contract DBE Information (Exhibit 10-02) attached hereto and incorporated as part
of the Contract. If a DBE subconsultant is unable to perform, CONSULTANT must make a good faith effort
to replace him/her with another DBE subconsultant, if the goal is not otherwise met.
C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the
performance of Contracts financed in whole or in part with federal funds. CONSULTANT or subconsultant
shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract.
CONSULTANT shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration
of US DOT -assisted agreements. Failure by CONSULTANT to carry out these requirements is a material
breach of this Contract, which may result in the termination of this Contract or such other remedy as CITY
deems appropriate.
D. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this Article .
E. A DBE firm may be terminated only with prior written approval from CITY and only for the reasons
specified in 49 CFR 26.53(f). Prior to requesting CITY consent for the termination, CONSULTANT must
meet the procedural requirements specified in 49 CFR 26.53(f).
F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of
the Contract and is carrying out its responsibilities by actually performing, managing, and supervising the
work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies
used on the Contract, for negotiating price, determining quality and quantity, ordering the material, and
installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a
CUF, the CITY will evaluate the amount of work subcontracted, industry practices, whether the amount the
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firm is to be paid under the Contract is commensurate with the work it is actually performing, and other
relevant factors.
G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or
project through which funds are passed in order to obtain the appearance of DBE participation. In
determining whether a DBE is such an extra participant, the CITY will examine similar transactions,
particularly those in which DBEs do not participate.
H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its
Contract with its own work force, or the DBE subcontracts a greater portion of the work of the Contract than
would be expected on the basis of normal industry practice for the type of work involved, it will be presumed
that it is not performing a CUF.
I. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into
with certified DBEs. The records shall show the name and business address of each DBE or vendor and the
total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of
payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work
performed by their own forces along with the corresponding dollar value of the work.
J. Upon completion of the Contract, a summary of these records shall be prepared and submitted on the form
entitled, "Final Report -Utilization of Disadvantaged Business Enterprise (DBE), First -Tier Subconsultants"
CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by CONSULTANT or CONSULTANT's
authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure
to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of
the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be
returned to CONSULTANT when a satisfactory "Final Report -Utilization of Disadvantaged Business
Enterprises (DBE), First -Tier Subconsultants" is submitted to the Contract Administrator.
K. If a DBE subconsultant is decertified during the life of the Contract, the decertified subconsultant shall notify
CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE
during the life of the Contract, the subconsultant shall notify CONSULTANT in writing with the date of
certification. Any changes should be reported to CITY's Contract Administrator within 30 days.
ARTICLE XXI CONTINGENT FEE
CONSULTANT warrants, by execution of this Contract that no person or selling agency has been employed, or
retained, to solicit or secure this Contract upon an agreement or understanding, for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling
agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this
warranty, CITY has the right to annul this Contract without liability; pay only for the value of the work actually
performed, or in its discretion to deduct from the Contract price or consideration, or otherwise recover the full
amount of such commission, percentage, brokerage, or contingent fee.
ARTICLE XXII DISPUTES
A. Any dispute, other than an audit, concerning a question of fact arising under this Contract that is not disposed
of by agreement shall be decided by a committee consisting of CITY's Contract Administrator and (Insert
Department Head or Official), who may consider written or verbal information submitted by
CONSULTANT.
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B. Not later than 30 days after completion of all deliverables necessary to complete the plans, specifications and
estimate, CONSULTANT may request review by the CITY Council of unresolved claims or disputes, other
than an audit. The request for review will be submitted in writing.
C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from
full and timely performance in accordance with the terms of this Contract.
ARTICLE XXIII INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit CITY, the state, and the FHWA to review and inspect the
project activities and files at all reasonable times during the performance period of this Contract including review
and inspection on a daily basis.
ARTICLE XXIV WORKERS' COMPENSATION; SAFETY
A. 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.
B. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary
safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by CITY
Safety Officer and other CITY representatives. CONSULTANT personnel shall wear hard hats and safety
vests at all times while working on the construction project site.
C. Pursuant to the authority contained in Section 591 of the Vehicle Code, CITY has determined that such areas
are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the
requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all
reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public
from injury and damage from such vehicles.
D. Any subcontract entered into as a result of this Contract, shall contain all of the provisions of this Article.
ARTICLE XXV 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 Contract, the
following insurance policies:
A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000
per occurrence, $2,000,000 aggregate, on a "claims made" basis. The CONSULTANT shall maintain such
insurance coverage for three years after expiration of the term (and any extensions) of this Contract. In
addition, the "retro" date must be shown and must be before the date of this Contract.
B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this
Contract, 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
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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 Contract. 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 Contract.
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) days prior written notice to the CITY's Risk Manager, at the address
listed in subsection G below, of cancellation or material change.
F. Insurance shall be written with only California admitted companies 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 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.
G. The Certificate Holder for all policies of insurance required by this Article shall be "CITY of National CITY,
c/o Risk Manager, 1243 National CITY Boulevard, National CITY, CA 91950-4397.
H. This Contract 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
Contract, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this
Contract and terminate the Contract as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the
CITY.
J. 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.
ARTICLE XXVI OWNERSHIP OF DATA
A. 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 Contract.
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B. 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 Contract, 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.
C. 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.
D. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the
CONSULTANT shall relieve the CONSULTANT from liability under Article XXVIII, 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 this
project, unless otherwise mutually agreed.
E. CITY may permit copyrighting reports or other agreement products. If copyrights are permitted, the
agreement shall provide that the FHWA shall have the royalty -free, nonexclusive and irrevocable right to
reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes.
ARTICLE XXVII CLAIMS FILED BY CITY's CONSTRUCTION CONTRACTOR
A. 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
Contract. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ
competent counsel, reasonably acceptable to the City Attorney.
B. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this
Contract for any alleged or actual omission, act, or negligence under this Contract that occurred during the
term of this Contract.
C. If claims are filed by C1TY's construction contractor relating to work performed by CONSULTANT's
personnel, and additional information or assistance from CONSULTANT's personnel is required in order to
evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for
consultation with CITY' S construction contract administration and legal staff and for testimony, if necessary,
at depositions and at trial or arbitration proceedings.
D. CONSULTANT's personnel that CITY considers essential to assist in defending against construction
contractor claims will be made available on reasonable notice from CITY. Consultation or testimony will be
reimbursed at the same rates, including travel costs that are being paid for CONSULTANT's personnel
services under this Contract.
E. Services of CONSULTANT's personnel in connection with C1TY's construction contractor claims will be
performed pursuant to a written contract amendment, if necessary, extending the termination date of this
Contract in order to resolve the construction claims.
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F. If the CITY's construction contractor files a claim with the CITY, the claims procedures of Public Contract
Code Article 9204 shall apply. A correct copy of Public Contract Code Article 9204 is attached to this
Contract as Exhibit B.
ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. 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 Article XXVIII, 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. Any subcontract entered into as a result of this Contract shall contain
the provisions of this Article XXVIII(A).
B. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the
services or the existence of the subject matter of this Contract without the prior written consent of the CITY.
Permission to disclose information on one occasion, or public hearing held by CITY, shall not authorize
CONSULTANT to further disclose such information, or disseminate the same on any other occasion. 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 this
Article.
C. CONSULTANT shall not comment publicly to the press or any other media regarding the Contract or CITY's
actions on the same, except to CITY'S staff, CONSULTANT's own personnel involved in the performance of
this Contract, at public hearings or in response to questions from a Legislative committee.
D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding
work performed or to be performed under this Contract without prior review of the contents thereof by CITY
and receipt of CITY'S written permission.
E. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this Article.
ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, CONSULTANT hereby states under penalty of perjury
that no more than one final unappealable finding of contempt of court by a federal court has been issued against
CONSULTANT within the immediately preceding two-year period, because of CONSULTANT's failure to
comply with an order of a federal court that orders CONSULTANT to comply with an order of the National
Labor Relations Board.
ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT's performance will be evaluated by CITY. A copy of the evaluation will be sent to
CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the
Contract record.
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ARTICLE XXXI RETENTION OF FUNDS
A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this Article.
B. No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by
the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant
from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant
or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California
Business and Professions Code. This requirement shall not be construed to limit or impair any contractual,
administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event
of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant
performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE prime
consultants and subconsultants.
ARTICLE XXXII NOTIFICATION
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:
To CITY: Stephen Manganiello
Director of Public Works/City Engineer
Engineering & Public Works Department
City of National City
1243 National City Boulevard
National City, California 91950-4301
SManganiello@nationalcityca.gov
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
Article. 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 Article.
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ARTICLE XXXIII ADMINISTRATIVE PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in this Contract 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 Contract 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 Contract are solely for the
convenience of the parties hereto, are not a part of this Contract, and shall not be used for the interpretation or
determination of the validity of this Contract or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of
this Contract 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 Contract, the terms and conditions of this
Contract shall control.
F. Waiver. The waiver or failure to enforce any provision of this Contract shall not operate as a waiver of any
future breach of any such provision or any other provision hereof.
G. Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State
of California.
H. Entire Contract. This Contract 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.
I. Successors and Assigns. This Contract shall be binding upon and shall inure to the benefit of the successors
and assigns of the parties hereto.
J. Subcontractors or Subconsultants. The CITY is engaging the services of the CONSULTANT identified in this
Contract. 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 Contract 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 ARTICLE XXV and the indemnification
and hold harmless provision of ARTICLE XXVII of this Contract.
K. 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 Contract, (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 Contract, (iv) each party and such party's counsel and advisors have reviewed this Contract, (v)
each party has agreed to enter into this Contract 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 Contract, or any portions hereof, or any amendments hereto.
L. 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 Contract, any license, permit, or approval which is legally required
for the CONSULTANT to practice its profession.
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M. 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 Contract, 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 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.
ARTICLE XXXIV CONTRACT
The two parties to this Contract, who are the before named CONSULTANT and the before named CITY, hereby
agree that this Contract constitutes the entire agreement which is made and concluded in duplicate between the
two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and
work to be performed; each agree to diligently perform in accordance with the terms and conditions of this
Contract as evidenced by the signatures below.
Page 20 of 21
August 2016
Local Assistance Procedures Manual
EXHIBIT 10-R
A&E Contract
City of National City and Chen Ryan Associates, Inc.
ARTICLE XXXV SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date and year first above
written.
CITY OF NATIONAL CITY
By1,
Leslie Deese, City Manager
APPROVED AS TO FORM:
.1 P. Morris -Jones
City orney
By:
R • . erto M. Contreras
Deputy City Attomey
CHEN RYAN ASSOCIATES, INC.
By:
By:
President
MatiCapuzzi, P.E.
Ass:s .f rais3tNre-K
Page 21 of 21
August 2016
Exhibit B
California Public Contract Code § 9204
§ 9204. Legislative findings and declarations regarding timely and complete payment of
contractors for public works projects; claims process
(a) The Legislature finds and declares that it is in the best interests of the state and its
citizens to ensure that all construction business performed on a public works project in
the state that is complete and not in dispute is paid in full and in a timely manner.
(b) Notwithstanding any other law, including, but not limited to, Article 7.1 (commencing
with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section
19100) of Part 2, and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part
3, this section shall apply to any claim by a contractor in connection with a public works
project.
(c) For purposes of this section:
(1) "Claim" means a separate demand by a contractor sent by registered mail or
certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties
for delay assessed by a public entity under a contract for a public works project.
(B) Payment by the public entity of money or damages arising from work done by, or on
behalf of, the contractor pursuant to the contract for a public works project and payment
for which is not otherwise expressly provided or to which the claimant is not otherwise
entitled.
(C) Payment of an amount that is disputed by the public entity.
(2) "Contractor" means any type of contractor within the meaning of Chapter 9
(commencing with Section 7000) of Division 3 of the Business and Professions Code
who has entered into a direct contract with a public entity for a public works project.
(3)(A) "Public entity" means, without limitation, except as provided in subparagraph (B),
a state agency, department, office, division, bureau, board, or commission, the
California State University, the University of California, a city, including a charter city,
county, including a charter county, city and county, including a charter city and county,
district, special district, public authority, political subdivision, public corporation, or
nonprofit transit corporation wholly owned by a public agency and formed to carry out
the purposes of the public agency.
(B) "Public entity" shall not include the following:
(i) The Department of Water Resources as to any project under the jurisdiction of that
department.
Page 1 of 4
(ii) The Department of Transportation as to any project under the jurisdiction of that
department.
(iii) The Department of Parks and Recreation as to any project under the jurisdiction of
that department.
(iv) The Department of Corrections and Rehabilitation with respect to any project under
its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part
3 of the Penal Code.
(v) The Military Department as to any project under the jurisdiction of that department.
(vi) The Department of General Services as to all other projects.
(vii) The High -Speed Rail Authority.
(4) "Public works project" means the erection, construction, alteration, repair, or
improvement of any public structure, building, road, or other public improvement of any
kind.
(5) "Subcontractor" means any type of contractor within the meaning of Chapter 9
(commencing with Section 7000) of Division 3 of the Business and Professions Code
who either is in direct contract with a contractor or is a lower tier subcontractor.
(d)(1)(A) Upon receipt of a claim pursuant to this section, the public entity to which the
claim applies shall conduct a reasonable review of the claim and, within a period not to
exceed 45 days, shall provide the claimant a written statement identifying what portion
of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public
entity and a contractor may, by mutual agreement, extend the time period provided in
this subdivision.
(B) The claimant shall furnish reasonable documentation to support the claim.
(C) If the public entity needs approval from its governing body to provide the claimant a
written statement identifying the disputed portion and the undisputed portion of the
claim, and the governing body does not meet within the 45 days or within the mutually
agreed to extension of time following receipt of a claim sent by registered mail or
certified mail, return receipt requested, the public entity shall have up to three days
following the next duly publicly noticed meeting of the governing body after the 45-day
period, or extension, expires to provide the claimant a written statement identifying the
disputed portion and the undisputed portion.
(D) Any payment due on an undisputed portion of the claim shall be processed and
made within 60 days after the public entity issues its written statement. If the public
entity fails to issue a written statement, paragraph (3) shall apply.
(2)(A) If the claimant disputes the public entity's written response, or if the public entity
fails to respond to a claim issued pursuant to this section within the time prescribed, the
claimant may demand in writing an informal conference to meet and confer for
Page 2 of 4
settlement of the issues in dispute. Upon receipt of a demand in writing sent by
registered mail or certified mail, return receipt requested, the public entity shall schedule
a meet and confer conference within 30 days for settlement of the dispute.
(B) Within 10 business days following the conclusion of the meet and confer
conference, if the claim or any portion of the claim remains in dispute, the public entity
shall provide the claimant a written statement identifying the portion of the claim that
remains in dispute and the portion that is undisputed. Any payment due on an
undisputed portion of the claim shall be processed and made within 60 days after the
public entity issues its written statement. Any disputed portion of the claim, as identified
by the contractor in writing, shall be submitted to nonbinding mediation, with the public
entity and the claimant sharing the associated costs equally. The public entity and
claimant shall mutually agree to a mediator within 10 business days after the disputed
portion of the claim has been identified in writing. If the parties cannot agree upon a
mediator, each party shall select a mediator and those mediators shall select a qualified
neutral third party to mediate with regard to the disputed portion of the claim. Each party
shall bear the fees and costs charged by its respective mediator in connection with the
selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim
remaining in dispute shall be subject to applicable procedures outside this section.
(C) For purposes of this section, mediation includes any nonbinding process, including,
but not limited to, neutral evaluation or a dispute review board, in which an independent
third party or board assists the parties in dispute resolution through negotiation or by
issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this
section.
(D) Unless otherwise agreed to by the public entity and the contractor in writing, the
mediation conducted pursuant to this section shall excuse any further obligation under
Section 20104.4 to mediate after litigation has been commenced.
(E) This section does not preclude a public entity from requiring arbitration of disputes
under private arbitration or the Public Works Contract Arbitration Program, if mediation
under this section does not resolve the parties' dispute.
(3) Failure by the public entity to respond to a claim from a contractor within the time
periods described in this subdivision or to otherwise meet the time requirements of this
section shall result in the claim being deemed rejected in its entirety. A claim that is
denied by reason of the public entity's failure to have responded to a claim, or its failure
to otherwise meet the time requirements of this section, shall not constitute an adverse
finding with regard to the merits of the claim or the responsibility or qualifications of the
claimant.
(4) Amounts not paid in a timely manner as required by this section shall bear interest at
7 percent per annum.
(5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim
against a public entity because privity of contract does not exist, the contractor may
Page 3 of 4
present to the public entity a claim on behalf of a subcontractor or lower tier
subcontractor. A subcontractor may request in writing, either on his or her own behalf or
on behalf of a lower tier subcontractor, that the contractor present a claim for work
which was performed by the subcontractor or by a lower tier subcontractor on behalf of
the subcontractor. The subcontractor requesting that the claim be presented to the
public entity shall furnish reasonable documentation to support the claim. Within 45
days of receipt of this written request, the contractor shall notify the subcontractor in
writing as to whether the contractor presented the claim to the public entity and, if the
original contractor did not present the claim, provide the subcontractor with a statement
of the reasons for not having done so.
(e) The text of this section or a summary of it shall be set forth in the plans or
specifications for any public works project that may give rise to a claim under this
section.
(f) A waiver of the rights granted by this section is void and contrary to public policy,
provided, however, that (1) upon receipt of a claim, the parties may mutually agree to
waive, in writing, mediation and proceed directly to the commencement of a civil action
or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable
change order, claim, and dispute resolution procedures and requirements in addition to
the provisions of this section, so long as the contractual provisions do not conflict with or
otherwise impair the timeframes and procedures set forth in this section.
(g) This section applies to contracts entered into on or after January 1, 2017.
(h) Nothing in this section shall impose liability upon a public entity that makes loans or
grants available through a competitive application process, for the failure of an awardee
to meet its contractual obligations.
(i) This section shall remain in effect only until January 1, 2020, and as of that date is
repealed, unless a later enacted statute, that is enacted before January 1, 2020, deletes
or extends that date.
Page 4 of 4
Local Assistance Procedures Manual
Exhibit 10-02
Consultant Contract DBE Commitment
EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT
1. Local Agency: City of National City
2. Contract DBE Goal: 10%
3. Project Description: Examine 3 years of crash data and develop a comprehensive planning document, with projects and strategies
4. Project Location:
to reduce or eliminate potential safety hazards
N/A, Citywide Planning Document
$96,218
5. Consultant's Name: Chen Ryan Associates, Inc. 6. Prime Certified DBE:X. 7. Total Contract Award Amount:
8. Total Dollar Amount for ALL Subconsultants:
9. Total Number of ALL Subconsultants:
10. Description of Work, Service, or Materials
Supplied
11. DBE
Certification
Number
12. DBE Contact Information
13. DBE
Dollar
Amount
Local Agency to Complete this Section
14. TOTAL CLAIMED DBE PARTICIPATION
g,
20. Local Agency Contract
Number: SSARPL-5066(037)
21. Federal -Aid Project Number: SSARPL-5066(037)
/00 yo
22. Contract Execution
Date: September 20, 2018
Local Agency certifies that all DBE certifications are valid and information on
this form is complete and accurate.
...r..,„..,‘",. /. �/ {Zq�Z G rB
IMPORTANT: Identify all DBE firms being claimed for credit,
regardless of tier. Written confirmation of each listed DBE is
required.
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23.Agency Repr entative's Signature 24. Date
S49,11ArNve.�v& 614-336-y3%0
15. Preparer's ignatuc 16. ate
klageio %�,�14,7a 6/0-V SS<I?zet
'cy Resentative's Name 26.
25. Local Agency
'OW ray Er r e�
Phone
17. Preparer's Na 18. Phone
Aff i > re4t1 r i.rc-'
27. Local Agency Representative's Title
19. Preparer's Title
DISTRIBUTION: 1. Original — Local Agency
2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract
execution may result in de -obligation of federal funds on contract.
Page 1 of 2
July 23, 2015
Local Assistance Procedures Manual Exhibit 10-02'
Consultant Contract DBE Commitment
ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654-
3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.
INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT
CONSULTANT SECTION
1. Local Agency - Enter the name of the local or regional agency that is funding the contract.
2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement.
3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic
Rehab, Overlay, Widening, etc).
4. Project Location - Enter the project location as it appears on the project advertisement.
5. Consultant's Name - Enter the consultant's firm name.
6. Prime Certified DBE - Check box if prime contractor is a certified DBE.
7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant.
8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants.
SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count.
9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all
Non -DBEs). Do not include the prime consultant information in this count.
10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be
provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if
the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be
performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms.
11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on
the date bids are opened.
12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants.
Also, enter the prime consultant's name and phone number, if the prime is a DBE.
13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be
provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial
participation.
14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column.
%: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract
Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith
Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM).
15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must
sign their name.
16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer.
17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form.
18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form.
19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form.
LOCAL AGENCY SECTION
20. Local Agency Contract Number - Enter the Local Agency contract number or identifier.
21. Federal -Aid Project Number - Enter the Federal -Aid Project Number.
22. Contract Execution Date - Enter the date the contract was executed.
23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency
must sign their name to certify that the information in this and the Consultant Section of this form is complete and
accurate.
24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative.
25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the
consultant's DBE commitment form.
26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form.
Page 2of2
July 23, 2015
Local Assistance Procedures Manual Exhibit 10-02
Consultant Contract DBE Commitment
27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the
consultant's DBE commitment form.
Page 3 of 2
July 23, 2015
CHEN *RYAN
March 5, 2018
Stephen Manganiello
Director of Public Works / City Engineer
1243 National City Boulevard
National City, CA 91950
Re: City of National City Systemic Safety Analysis Report Program (SSARP)
Dear Mr. Manganiello,
Chen Ryan Associates, Inc. (the "Consultant") is pleased to submit this letter proposal to the City of National
City (the "client") for preparation of the City's SSARP study.
Scope of Services
TASK 1: PROJECT MANAGEMENT
1.1 Kick-off Meeting
A kick-off meeting will be held with Chen Ryan Associates and City staff to review the scope of work,
schedule, and key milestones/deliverables. At this meeting, a preliminary list of key project
stakeholders will be identified.
Deliverables:
• Kick -Off Meeting Agenda & Meeting Minutes
1.2 Project Status Coordination
Communication between Chen Ryan Associates (CRA) and City staff is recommended at a minimum of
every two weeks, alternating between in -person meetings and status calls. The meetings will provide
an opportunity review the project schedule, discuss key deliverables and findings, and identify
upcoming action items. A total of six (6) in -person meetings and six (6) status calls are assumed.
Agendas will be provided in advance of in -person meetings. Meeting minutes will be submitted to the
City of National City Project Manager for review within 48 hours of each meeting.
Deliverables:
• Meeting Schedule
• Meeting Agendas & Meeting Minutes
1.3 Invoicing and Progress Reports
Monthly invoices will be prepared and submitted, consistent with the City of National City's
contracting standards and grant requirements. Monthly progress reports will also be provided with
each invoice, documenting the progress completed during the respective invoicing period.
Deliverable:
• Monthly Invoices & Progress Reports
3900 Fifth Street, Suite 310 San Diego, CA 92103 1 (619) 795-6086
www.ChenRyanMobility.com
CHEN * RYAN
TASK 2: Document Review and Data Collection
2.1 Best Practice Review
CRA will conduct a best practice review of relevant safety plans and studies aimed at reducing
roadway related fatalities and severe injuries. At a minimum, the review will focus on California's
Strategic Highway Safety Plan (SHSP), FHWA's Systemic Safety Program & Project Selection Tool,
systemic crash analyses conducted in similar cities, and systemic countermeasure applications.
The review will be summarized in Memorandum #1: Best Practices Review, including a brief summary
of each document and its applicability to National City. The memo will be provided to City staff for
review, with comments incorporated into the final version.
Deliverables:
• Draft Memorandum #1: Best Practice Review
• Final Memorandum #1: Best Practice review
2.2 Collision Record Geocoding
CRA will obtain collision records for all modes (vehicular, pedestrian, and bicycle) from the Statewide
Integrated Traffic Records System (SWITRS) — or alternative source preferred by the City — for the
most recent three- to five-year period and accurately map the records. Records will be mapped using
ArcGIS, with the final shapefile containing all accompanying collision data information.
Deliverable:
• Shapefile of Geocoded Collision Records
2.3 Roadway Characteristic Data Collection
Roadway characteristic information will be obtained from existing databases or using Google
Earth/field review and attributed to each collision record. Examples of characteristics to be collected
may include number of travel lanes, presence of turn lanes, presence/type of traffic control,
presence/type of median, posted speed limits, presence of marked crosswalks and bike lanes. Signal
timing plans may also be reviewed to help with countermeasure development.
The most recent average daily traffic (ADT) volumes will also be obtained and attributed to collision
records. Similarly, where available, bicycle and pedestrian count information will also be obtained and
attributed. This information may help inform potential exposure as well as the overall collision
analysis describe in Task 3.
Deliverable:
• Roadway Characteristics Attributed to Collision Records
TASK 3: Collision Analysis
3.1 Descriptive Statistics Analysis
An initial analysis of the collision record information and roadway characteristics will be performed to
better understand collisions. This analysis will examine collision causes, reported violations, primary
collision factors, injury severity, at -fault parties, and party action, as well as the roadway
characteristic information. This information will be presented in a variety of tables, graphs, and
maps. The findings will be summarized in Memorandum #2: Collision Analysis, and further used to
develop the matrix structure described in Task 3.2. A draft of the analysis will be provided to city staff
for review, with comments incorporated into the final memo.
Deliverables:
Page 2 of 6
CHEN * RYAN
• Draft Memorandum #2: Collision Analysis
• Final Memorandum #2: Collision Analysis
3.2 Matrix Structure Development
Using the key findings from the previous task, CRA will work with National City staff to develop a
systemic collision matrix to further identify trends and patterns among collision attributes and the
respective roadway environments. Proposed structure consists of crash types and/or violation codes
to define the matrix rows, and a variety of roadway characteristics for the columns. Separate
matrices may be developed for each mode being analyzed, considering different countermeasures
may be proposed dependent on the mode. Identifying the matrix rows and columns defines the
collision profiles and establishes the framework for systemic improvements. The total number of
records will dictate the complexity of the matrix, such as the number of variables considered for
columns. While the more variables used helps to pinpoint more specific collision environments, it
also further distributes collision records across more cells which can make the identification of
collision trends more difficult. Therefore, the matrix development will consider these tradeoffs to
craft a structure that balances both needs. The matrix development process will be documented in
Memorandum #3: Matrix Development.
Deliverables:
• Draft Memorandum #3: Matrix Development
• Final Memorandum #3: Matrix Development
3.3 Identification of Hotspots and High Collision Locations
Once the matrix structures have been finalized, roadway environments flagged as systemic hotspots
will be identified. The hotspots identify roadway environments with more frequent collision
occurrences, and therefore, can represent multiple locations that share design and/or operational
attributes. During this stage, individual locations with recurring collisions will also be identified, so as
to help identify and isolate contributing factors. CRA will work with City staff to determine thresholds
for categorizing hotspots as well as high collision locations. The thresholds may be based on
frequency, rates, or a combination. The findings from this task will be summarized in Memorandum
#4: Hotspot and High Collision Location Identification.
Deliverables:
• Populated Collision Matrices
• Draft Memorandum #4: Hotspot and High Collision Location Identification
• Final Memorandum #4: Hotspot and High Collision Location Identification
TASK 4: Countermeasure Selection and Stakeholder Meetings
4.1 Stakeholder Meeting #1
Two Stakeholder Meetings are proposed as a forum to engage key stakeholders. Potential
stakeholders will be identified with City staff during the kick-off meeting. After groups or individuals
are identified, City staff will invite them to participate and begin scheduling the first Stakeholder
Meeting.
The initial Stakeholder Meeting is anticipated to be held near the end of Task 3. The meeting will
serve to introduce the project to the stakeholders, describe the analysis process, analysis results, and
key findings. Stakeholders will be asked to consider what they think contributes to the hotspot
Page 3 of 6
CHEN + RYAN
roadway environments and high incident locations, based on their unique perspectives and
experiences in the City.
Additionally, stakeholders will be asked to begin thinking about countermeasures that may contribute
to reducing collisions, which will be the focus of the Stakeholder Meeting #2. Countermeasures will
consist of engineering, educational, and enforcement related solutions, with many of the
stakeholders playing some role in implementation of the educational and enforcement
countermeasures, which underscores the need for their understanding of the findings and support
for the final recommendations. The meeting, key comments and questions will be summarized.
Deliverables:
• Stakeholder Meeting #1 Agenda and Presentation
• Stakeholder Meeting #1 Summary
4.2 Countermeasure Identification and Effectiveness
CRA will develop a comprehensive list of HSIP eligible countermeasures that address root collision
causes or factors identified through the collision analysis. As previously stated, the countermeasures
will consist of engineering, educational, and enforcement related solutions, with engineering
treatments intended to address roadway design and operations, and education and enforcement
countermeasures focused on behavior and compliance.
The countermeasure identification process will be iterative, involving back and forth between CRA
and City staff to identify those best suited for National City. Countermeasures addressing each of the
California SHSP Challenge Areas will be clearly identified. Each countermeasure will include a
description, application, effectiveness (reported Crash Modification Factor and/or Crash Reduction
Factor), potential implementation issues, and anticipated cost categories. Countermeasures will be
compiled into a single memo documenting the aforementioned information in Memorandum #5:
Collision Countermeasure Toolbox. The draft memo will be provided to City staff for comment.
Comments will be incorporated and presented to stakeholders for further review. The memo will be
finalized after incorporating stakeholder input.
Deliverables:
• Draft Memorandum #5: Collision Countermeasure Toolbox
• Final Memorandum #5: Collision Countermeasure Toolbox
4.3 Stakeholder Meeting #2
The second Stakeholder Meetings is proposed to be held following development of the draft Collision
Countermeasure Toolbox. At this stage, stakeholders will have already learned about the identified
hotspot roadway environments as well as individual locations with relatively greater collision
occurrences. The proposed countermeasures will be presented to stakeholders for their input.
Stakeholders will be asked to identify countermeasure they feel are missing, or areas they feel are
inadequately addressed. The input collected at this meeting will be used to finalized Memorandum
#5. The meeting content and input received will be summarized.
Deliverables:
• Stakeholder Meeting #2 Agenda and Presentation
• Stakeholder Meeting #2 Summary
Page 4 of 6
CHEN *RYAN
4.4 Project Identification
Following finalization of the Collision Countermeasure Toolbox, CRA will develop a list of ten (10)
proposed safety projects intended to address the identified hotspot roadway environments and/or
individual high collision locations. Recommendations may be site specific, citywide, and/or
programmatic. Similar to the countermeasure identification process, the individual safety project
identification will require an iterative process between CRA and City staff, and potentially different
stakeholders.
Project sheets will be developed for each of the ten safety projects. Information to be included on
the project sheets will be discussed and finalized with City staff, but may include a description of the
process used to identify and select the location/roadway environment/program, collision history,
countermeasure description (effectiveness, potential implementation issues, and cost magnitude),
and graphic depiction of the project location(s) or extent.
Deliverables:
• Draft Ten (10) Safety Projects
• Final Ten (10) Safety Projects
• Draft Project Sheets
• Final Project Sheets
4.5 Project Prioritization
A prioritization process is recommended as a means to objective rank the identified
recommendations. Potential criteria may include a benefit/cost (B/C) analysis, collision history,
proximity to schools or parks, consistency with planned projects, or other criteria deemed relevant by
City staff.
Deliverables:
• Draft Prioritization Process
• Final Prioritization Process and Prioritized Projects
TASK 5: Systemic Safety Analysis Report
5.1 Report Preparation
An outline of the report will be agreed upon with City staff prior to report development. CRA will
compile all deliverables from the previous tasks into an organized, easy to follow report that
documents the analysis process, key findings, recommendation development and identified safety
process and prioritization process. The Stakeholder Meeting summaries will also be incorporated. An
Executive Summary will detail the most pertinent report outcomes for an expedited understanding of
the project. The draft report will be provided for City staff and stakeholder review. Comments will be
incorporated to finalize the report.
Deliverables:
• Final Report Outline
• Draft Systemic Safety Analysis Report
• Final Systemic Safety Analysis Report
Page S of 6
CHEN *RYAN
5.2 Presentation Support
CRA will assist City staff in preparing a presentation that summarizes the project process, findings and
recommendations. CRA will support City staff at one (1) presentation, such as City Council or
Planning Commission.
Deliverables:
• PowerPoint Presentation
Additional Services
Any services not specifically described in the above scope, as well as any changes in the scope the Client
requests, will be considered Additional Services and will be performed at our then -current hourly rates.
Prior to commencing the Additional Services, Consultant shall obtain prior written approval from the Client.
Additional services we can provide include, but are not limited to, the following:
• Attendance of additional meetings;
• Providing any other services not expressly included in this Agreement or not customarily furnished
in accordance with generally accepted practices in the industry;
• Making revisions in drawings, specifications, or other documents when such revisions are
inconsistent with approvals of instructions previously given, or are due to causes not solely within
control of Chen Ryan Associates, Inc.
Schedule
We will provide our services as expeditiously as practicable to meet a mutually agreed upon schedule.
Fee and Billing
Chen Ryan Associates, Inc. will perform the scope of services outlined above on a time and material basis
not to exceed $96,218.00. A detailed cost proposal with backup is attached. Direct expenses will be
invoiced at cost.
Fees will be invoiced monthly based upon the percentage of services performed as of the invoice date.
Payment will be due within 30 days of the date of the invoice.
We appreciate the opportunity to submit this proposal. If the terms of this proposal are acceptable to you,
please sign below and this letter will serve as our contract.
Very truly yours,
Monique Chen, PE
Principal
Authorization to Proceed
Stephen Manganiello, City Engineer
City of National City
Representing
Page 6 of 6
National City Systemic Safety Analysis Report
Chen Ryan Associates Cost Proposal
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a C N Y
N 4
,< ,.:. a`
Staff
E 'c rc
Labor Cost
Expenses
Total Co `•
Project Management
24
4
0
0
20
6
$9,132
$200
S9,332
1.1
Project Kick -Off Meeting
2
4
$918
S0
$918
1.2
Project Status Coordination
16
4
16
$6,420
$200
$6,620
1.3
Invoicing and Progress Reports
6
6
$1,794
$0
$1,794
2.0
Document Review and Data Collection
8
0
4
32
28
58
$14,012
$0
$14,012
2.1
Best Practices and Document Review
2
4
16
$3,038
$0
$3,038
2.2
Collision Record Geccoding
2
8
18
$2,758
$0
$2,758
2.3
Roadway Characteristic Data Collection
4
24
12
40
$8,216
$0
$8,216
3.0
Collision Analysis
40
8
0
40
96
0
$27,232
$0
$27,232
3.1
Descriptive Statistics Analysis
16
4
24
48
S13,220
$0
$13,220
3.2
Matrix Structure Development
12
8
24
$6,548
$0
$6,548
3.3
Identification of Hotspots and High Collision Locations
12
4
8
24
$7,464
$0
$7,464
4.0
Countermeasure Selection and Stakeholder Meetings
52
16
16
40
80
12
$33,772
$400
$34,172
4.1
Stakeholder Meeting #1
6
4
12
4
$3,774
$200
$3.974
4.2
Countermeasure Identification and Effectiveness
12
4
4
12
16
$7,804
$0
$7,804
4.3
Stakeholder Meeting #2
6
4
12
4
$3,774
$200
$3,974
4.4
Project Identification
20
12
4
16
28
$13,368
$0
$13,368
4.5
Project Prioritization
8
12
12
4
$5,052
$0
$5,052
5.0
Draft and Final Report
16
4
4
12
34
4
$11,070
$400
$11,470
5.1
Report Preparation
10
4
4
12
30
$8,956
$300
$9 256
5.2
Presentation Support
6
4
4
$2,114
$100
S2,214
TOTAL
140
32
24
124
258
80
$95,218
$1,000
$96,218
CITY OF NATIONAL CITY
COST PROPOSAL
DESIGN CONTRACT
ADM 2033 (Rev. 10/12)
(3)
NORMAL
Fringe Benefit %
85.70%
Subconsultant:
(2) Contract #:
Attachment:
Chen Ryan Associates
Overhead %
General Administration %
91.00%
0.00%
Date: 9/18/2018
Page 1 of 3
Combined %
176.70%
OVERTIME
0.00%
0.00%
0.00%
0.00%
(5) FEE %
10.00%
BILLING INFORMATION
CALCULATION INFORMATION
Name/Job Title/Classifications
Hourly Billing Rate 2
Straight OT(1.5x) OT(2x)
Effective date of hourly rate
From To
Actual or Avg.
hourly rate'
% or $ increase
Monique Chen
S228.28
N/A
N/A
1/1/2018
12/31/2018
$75.00
3.20%
Principal
$235.58
N/A
N/A
1/1/2019
12/31/2019
S77.40
3.20%
Matt Capuzzi
$219.15
N/A
N/A
1/1/2018
12/31/2018
$72.00
3.20%
Principal
S226.16
N/A
N/A
1/1/2019
12/31/2019
$74.30
3.20%
Stephen Cook
S179.58
N/A
N/A
1/1/2018
12/31/2018
$59.00
3.20%
Project Engineer
S185.32
N/A
N/A
1/1/2019
12/31/2019
$60.89
3.20%
Ross Duenas
$173.49
N/A
N/A
1/1/2018
12/31/2018
$57.00
3.20%
Project Engineer
$179.04
N/A
N/A
1/1/2019
12/31/2019
$58.82
3.20%
Tomas Bertulis
S185.67
N/A
N/A
1/1/2018
12/31/2018
$61.00
3.20%
Project Engineer
S191.61
N/A
N/A
1/1/2019
12/31/2019
$62.95
3.20%
Brian Gaze
S143.05
N/A
N/A
1/1/2018
12/31/2018
$47.00
3.20%
Project Planner
S147.63
N/A
N/A
1/1/2019
12/31/2019
$48.50
3.20%
Phuong Nguyen
S124.79
N/A
N/A
1/1/2018
12/31/2018
S41.00
3.20%
Engineer
S128.79
N/A
N/A
1/1/2019
12/31/2019
$42.31
3.20%
Izzad Loh
$111.61
N/A
N/A
1/1/2018
12/31/2018
$36.67
3.20%
Engineer
$115.18
N/A
N/A
1/1/2019
12/31/2019
$37.84
3.20%
Dale Domingo
S121.75
N/A
N/A
1/1/2018
12/31/2018
$40.00
3.20%
Engineer
S125.64
N/A
N/A
1/1/2019
12/31/2019
$41.28
3.20%
Andrew Prescott
S106.53
N/A
N/A
1/1/2018
12/31/2018
$35.00
3.20%
Planner
S109.94
N/A
N/A
1/1/2019
12/31/2019
$36.12
3.20%
SashaJovanovic
$112.62
N/A
N/A
1/1/2018
12/31/2018
$37.00
3.20%
Planner
S116.22
N/A
N/A
1/1/2019
12/31/2019
$38.18
3.20%
Aaron Galinis
S103.49
N/A
N/A
1/1/2018
12/31/2018
$34.00
3.20%
Planner
$106.80
N/A
N/A
1/1/2019
12/31/2019
$35.09
3.20%
Jonathan Sanchez
$106.53
N/A
N/A
1/1/2018
12/31/2018
$35.00
3.20%
Engineer
$109.94
N/A
N/A
1/1/2019
12/31/2019
$36.12
3.20%
Patrick Toth
$97.40
N/A
N/A
1/1/2018
12/31/2018
$32.00
3.20%
Engineer
S100.52
N/A
N/A
1/1/2019
12/31/2019
$33.02
3.20%
Katja Dillmann
$91.31
N/A
N/A
1/1/2018
12/31/2018
$30.00
3.20%
Planner
$94.23
N/A
N/A
1/1/2019
12/31/2019
$30.96
3.20%
Nabil Abdou
$85.22
N/A
N/A
1/1/2018
12/31/2018
$28.00
3.20%
Engineer
$87.95
N/A
N/A
1/1/2019
12/31/2019
$28.90
3.20%
Nick Mesler
$85.22
N/A
N/A 1/1/2018
12/31/2018
$28.00
3.20%
Engineer
$87.95
N/A
N/A
1/1/2019
12/31/2019
$28.90
3.20%
Ana Laura Hernandez
$76.09
N/A
N/A
1/1/2018
12/312018
$25.00
3.20%
Engineer
$78.53
N/A
N/A
1/1/2019
12/312019
S25.80
3.20%
Veronica Lopez
$66.96
N/A
N/A
1/12018
12/312018
$22.00
3.20%
Admin
$69.10
N/A
N/A
1/1/2019
12/31/2019
$22.70
3.20%
NOTES:
1. Citv's Contract Manager's pre -approval is required for any addition of staff not prev'ously listed on the cost proposal. The billing rates for these employees, including those that fall under general classifications, will be calculated
and reimbursed based on their actual hourly rate on 08/10/2018. The employee's actual hourly rates shown in this cost proposal arc the rates that were effective on 08/10/2018. Future escalations, if any, will be calculated and
reimbursed in accordance with the percentage escalations agreed to in this cost proposal.
2. Hourly rates for new employees hired after the date of this cost proposal will not exceed (or shall be in line with) the rates of similar personnel listed on this cost proposal having similar experience.
3. The consultant employes headquarters and/or primary residence as defined in the Caltrans Travel Guide will be established in the Task Order. Travel time charges will be as defined in the Caltrans Travel Guide.
4. No charge will be invoiced for per diern or travel time cost related to staff relocation.
5. Timesheets shall be signed by the employee and approved by the supervisor or their representative and submitted with the invoices.
•
EXHIBIT 10-H COST PROPOSAL PAGE 2 OF 3
SPECIFIC RATE OF COMPENSATION
Note:
Consultant or Subconsultant Chen Ryan Associates
Project No.
Contract No.
(ON CALL ENGINEERING CONTRACTS)
Participation Amount $
SCHEDULE OF OTHER DIRECT COST ITEMS (Add additional pages as necessa
Date: 9/18/2018
Description of Item
Quantity
Unit
Unit Cost
Total
Mileage Costs
TBD
MILE
$ 0.54
TBD
8.5x11 B&W Copying
TBD
SHEET
$ 0.10
TBD
8.5x11 Color Copying
TBD
SHEET
$ 0.99
TBD
11x17 B&W Copying
TBD
SHEET
$ 0.15
TBD
11x17 Color Copying
TBD
SHEET
$ 1.49
TBD
B&W Bond Plot
TBD
SQ. FT.
$ 0.30
TBD
Color Bond Plot
TBD
SQ. FT.
$ 2,00
TBD
Outside Services
TBD
TBD
ACTUAL
TBD
Postage/Shipping
TBD
TBD
ACTUAL
TBD
Ovemight/Courier
TBD
TBD
ACTUAL
TBD
Note: Add additional pages if necessary.
NOTES:
1. "N/C" denotes No Charge
2. Pre -approved travel and Per Diem will be reimbursed in accordance with the current Caltrans Travel Guide for consultants, and detailed in executed Task Order Cost Estimates. No charge will be invoiced for employee relocation
costs.
3. Actual costs are based on prices from appropriate vendors and should be competitive in their respective industries. The costs will be supported with appropriate documents detailed in executed Task Order Cost Estimates.
Proposed
4. Parking, tolls and local transportation cost resulting from commuting to and from the employee's residence to the job site as assigned in the Task Order arc not reimbursable.
5 Other Direct Cost (ODC) items claimed shall be in compliance with 48 Code of Federal Regulation, Chapter 1, part 31 (Federal Acquistion Regulation - FAR cost principles) and shall be consistent with the fum's company -wide
allocation policies and charging practices with all clients including federal government, state governments, local agencies and private clients.
6. Proposed items shall be consistently billed directly to all clients (Commercial entities, Federal Govt., State Govt., and Local Govt. Agency), and not just when the client will pay for them as a direct cost.
7. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate.
8. For those items listed here as "tools of the bade" that is part of indirect cost and not applicable as a direct cost, note as Not Applicable (NA),
Certification of Direct Costs:
I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable,
and allocable to the contract in accordance with the contract terms and the following requirements:
, r
1. Generally Accepted Accounting Principles (GAAP)
2. Terms and conditions of the contract
3. Title 23 United States Code Section 112 - Letting of Contracts
4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Proceedures
5. 23 Code of Federal Regulations Part 172 - Procurement, Management and Administration of Engineering and
Design Related Service
6. 48 Ccode of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable)
All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files
and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements
are not eligible for reimbursement.
Local governments are responsible for applying only cognizant agency or Caltrans accepted Indirect Cost Rate(s).
Prime Consultant or Subconsultant Certifying:
Name: Matt Capuzzi
Signature:
Email: mcapuzzi@chenryanmobility.com
Address: 3900 5th Avenue, #310, San Diego, CA 92103
Title ": Assistant Treasurer
Date of Certification: 9/18/18
Phone number: 619-795-6086
" An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or
equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract.
List services the consultant is providing under the proposed contract:
Civil and traffic engineering
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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
CHEN RYAN ASSOCIATES
Systematic Safety Analysis Report Program,
On -Call Project Support Services for CIP Program
Tirza Gonzales (Engineering/Public Works) forwarded a duplicate original Agreement to
Chen Ryan Associates.