1 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH HNTB CORPORATION
TO PROVIDE TRAFFIC ENGINEERING AND INTELLIGENT TRANSPORTATION SYSTEMS ON-
CALL CONSULTING SERVICES
This Agreement is entered into effective as of September 19, 2023 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and HNTB CORPORATION, A Delaware Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:
RECITALS
WHEREAS, City desires to procure consultant services for traffic signal design, grant writing, traffic engineering operations, traffic study preparation, transportation planning, Intelligent Transportation Systems (ITS), civil engineering, and construction inspection support. The City is seeking these services to assist City staff with current or future Capital Improvement Program (CIP) projec ts that include, but are not limited to, projects funded through the San Diego Association of Governments (SANDAG), California Department of Transportation (Caltrans), the Federal Highway Administration (FHWA), and various other funding sources; and
WHEREAS, to procure these services, the City issued a Request for Qualifications (RFQ) in accordance with Chula Vista Municipal Code Section 2.56.110 and the Caltrans Local Assistance Procedures Manual (LAPM) on September 23, 2022 and an addendum to said RFQ on October 5, 2022; and
WHEREAS, the City received seven (7) Statements of Qualifications (SOQ) from proposers interested in providing the subject services on October 21, 2022; and
WHEREAS, after the City completed its review of the Statements of Qualifications (SOQ), all seven (7) proposers were selected for interviews, which were conducted on November 17, 2022; and
WHEREAS, after interviews with all seven (7) proposers, the selection committee determined that Consultant is one of the four (4) best-qualified firms to provide the subject services; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.
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Consultant Name: HNTB CORPORATION Rev. 1/17/23
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, t ime being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Consultant expres sly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City.
1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 3 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the P arties have complied with all their oblig ations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the curr ent monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Consultant . Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed , City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below . At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”) . Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant.
2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval . Consultant understands and agrees that payment to the Consultant or reimbursement for any Consultant costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Consultant of the terms of DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 4 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
this Agreement. If City determines that Consultant is not entitled to receive any amount of compensation already paid, City will notify Consultant in writing and Consultant shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance . Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B , incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI ) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all sub -consultants/sub-contractors as insure ds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub- consultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under thi s Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage . Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 5 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
“will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “ext ended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and aga inst any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such pe rformance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising f rom the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers , or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services . Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code sectio n 2782.8, as may be amended from time to time, the defense and indemnity DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 6 City of Chula Vista Agreement No.: 2023-079
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obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Se ction 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations unde r this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs . Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4.
4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONSULTANT.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700).
In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non- contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause . If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Defaul t”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 7 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consul tant as part of the Required Services.
Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days pr ior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims . In the event City terminates the Agreemen t in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents t o service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
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All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents th at they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement ma y be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services , Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement , including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employe es, agents or volunteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 9 City of Chula Vista Agreement No.: 2023-079
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including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with r espect to same. Consultant shall not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any P arty shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Ag reement at the places of business for each of the designated P arties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 10 City of Chula Vista Agreement No.: 2023-079
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SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
HNTB CORPORATION CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________
MARK WEBER JOHN MCCANN
VICE-PRESIDENT MAYOR
ATTEST
BY: ________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY: _______________________________
Jill D.S.Maland
Lounsbery Ferguson Altona & Peak
Acting City Attorney
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C
11 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Eddie Flores
276 Fourth Avenue, Chula Vista, CA 91910
619-476-5368
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Consultant Contract Administration:
HNTB CORPORATION
401 B Street, Suite 301
San Diego, CA 92101
925-872-0834
[email protected]
For Legal Notice Copy to:
Mark Weber
401 B Street, Suite 301
San Diego, CA 92101
619-684-0834
[email protected]
2. Required Services
A. General Description:
Consultant shall provide traffic engineering and ITS consulting services at the direction and to the satisfaction of the City Engineer or designee during the planning, design, and construction of CIP projects. Tasks may include, but are not limited to: conceptual designs, plans, specifications, cost estimat es, construction management, construction inspection, ITS -related planning, design, network integration, communications, data management and performance analysis, cybersecurity and information technology networking, policy development transportation studies and planning, grant application preparation and submittal, traffic operations and adaptive traffic signal control, as well as traffic signal timing.
B. Detailed Description:
1. The number and scope of the projects and tasks for which Consultant’s services will be requested will vary at the sole discretion of the City from time-to-time.
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2. Consultant shall provide personnel that are experience in the services required in this Agreement. Knowledge of City codes, procedures, and regulati ons is required. The City reserves the right to require substitution of personnel upon request. The City also reserves the right of refusing personnel assigned to a task by the Consultant.
3. Consultant acknowledges and agrees that task orders from the City under this agreement will be on an “as - needed” or per task order basis at the sole discretion of the City. Each task order will include a not-to-exceed fee for all time, materials, travel, and costs permitted to be incurred for that task order. Consultant acknowledges and agrees that the City is not required to request any services from Consultant under this Agreement. Consultant further acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it h as provided Required Services as authorized and approved by the City pursuant to the process identified herein. The City reserves the right to request more than one cost proposal per CIP project and assign work to any consultant for the task order. Consul tant is not permitted to provide services for or incur costs on any task order prior to receipt of a written Notice to Proceed from the City.
Consultant shall provide Traffic Engineering & ITS Consultant Services at the direction and to the satisfaction of the City Engineer during the planning, design, bid, and construction phases of projects. Typical tasks include but are not limited to:
• Preparation of reports, schematics, studies, drawings, and/or design in relation to traffic & transportation engineering projects
• Traffic signal timing and analysis
• Planning, design, and installation/construction support of ITS elements • Telecommunications network planning, design, construction support and integration • Cybersecurity and data management
• Construction management support with special focus on advanced transportation and ITS technologies • Grant writing and grant submittal
• General civil engineering design, which may include, but is not limited to:
o Pump station design
o Structural analysis and design
o Drainage design including hydrology and hydraulics studies o Floodplain management including Flood Insurance rate Map revision/amendment and HEC-RAS hydraulic modeling
o Water quality analysis and design such as preparation of Storm Water Quality Management Plans (SWQMPs), Storm Water Pollution Prevention Plans (SWPPPs), and any documents required for National Pollution Discharge Elimination System compliance o General surface improvements and roadway design
o Wastewater facility design including lift station design • And other traffic engineering, civil engineering, and ITS-related duties as assigned.
Consultant shall provide:
A. Traffic Engineering & ITS design/analysis services for City projects before, during, and after construction operations. The number and scope of such projects will vary at the sole discretion of the City from time - to-time.
B. Personnel that are experienced in all areas of Traffic Engineering & ITS technologies are required to satisfy the consultant agreement. Knowledge of City codes, procedures, and regulations is required. The City shall have the right to make a determination as to the qualifications of individual personnel and shall have the right to require substitution of non-qualified individuals with qualified personnel.
C. Personnel to provide Traffic Engineering & ITS services in response to the City's request for such services.
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 13 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
D. Provide all original fie ld notes, data, reports, records, etc. of field and office tasks to the City. Further, the Consultant shall maintain copies of all records related to the project tasks performed for a period of five (5) years. This period may be extended when requested by the City at no additional cost to the City.
E. Submit billing forms and comply with all procedures acceptable to the City.
F. Intelligent Transportation Systems (ITS) Project Compliance.
Some of the projects will be administered by the City of Chula Vista with federal oversight provided by Caltrans Division of Local Assistance (DLA). These projects shall comply with the procedures and guidelines as defined by Local Assistance Program Guidelines (LAPG) Chapter 13, Intelligent Transportation System Program and Code of Federal Regulations (CFR), Chapter 23, Section 940 (23 CFR 940) entitled “Intelligent Transportation System Architecture and Standards”.
The ITS Program Guidelines describe the best professional practices for planning and implementing of ITS projects. They also establish the roles and responsibilities for all parties who are involved in the federal -aid ITS process, as well as define the process required for all ITS projects that will utilize federal funds. 23 CRF 940 requires that all federal-aid projects:
• be consistent with the Regional ITS Architecture,
• use applicable ITS Standards,
• perform a Systems Engineering Analysis that is commensurate with the scope of the project.
Conformance with these requirements will be reviewed by City staff and Caltrans DLA.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin on September 19, 2023 and end on September 18, 2025 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
☒ Time and Materials. For performance of the Required Services by Consultant as identified in S ection 2.B., above, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of the Required Services, at the rates or amounts as indicated in the attached Exhibit “D.”
B. Reimbursement of Costs
☒ Invoiced or agreed-upon amounts as indicated on the attached Exhibit “D.”
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through September 18, 2025 shall not exceed two million, five hundred thousand dollars ($2,500,000; “NTE Total”).
5. Special Provisions:
☒ Permitted Sub-Consultants:
Chen Ryan Associates, Inc. (dba CR Associates)
Sutra Research & Analytics, Inc.
Pacrim Engineering, Inc.
Aguirre & Associates, Inc.
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 14 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
Earth Mechanics, Inc.
All Traffic Data Services, LLC
☐ Security for Performance: None
☒ Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for three (3) additional terms, defined as a one -year increment or a total Agreement term of five (5) years accounting for the initial two -year term and the three (3) potential one -year extensions. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to an amount to be negotiated and modified upon written agreement of the Parties. At City’s sole discretion, the initial two -year term NTE To tal may be increased by up to two hundred and fifty thousand dollars ($250,000) for each extension. The City shall give written notice to Consultant of the City’s election to exercise the extension via the Notice of Exercise of Option to Extend document.
☒ Other: See attached LAPM Exhibits 10-R, 10-O1, 10-O2, and 10-K
Additional contract terms and provisions regarding Caltrans LAPM requirements are included in Exhibit 10-R “A&E Boilerplate Agreement Language,” and both parties acknowledge and agree that said LAPM Exhibit 10- R is included in this Agreement by reference.
In the event of any inconsistencies, conflicts, or discrepancies between any provisions in said LAPM Exhibit 10-R and this Agreement, the parties acknowledge and agree that any and all such inconsistencies shall be resolved by giving precedence to the subject provisions in the following order:
1) This Agreement
2) LAPM Exhibit 10-R
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 15 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
☒ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injur y, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
☒ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
☒ Professional Liability
(Errors & Omissions)
$1,000,000 each occurrence
$2,000,000 aggregate
Other Negotiated Insurance Terms: NONE
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 16 City of Chula Vista Agreement No.: 2023-079
Consultant Name: HNTB CORPORATION Rev. 1/17/23
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act1 and the Chula Vista Conflict of Interest Code 2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3
☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Address Applicable Designation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for each
individual
Enter email address(es) ☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more of
the categories under which the consultant shall file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☐ C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of t he Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agr eement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Eddie Flores
1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4 th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company).
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C 83957 City of Chula Vista
HNTB RATE SCHEDULE
Admin I $75.00
Admin II $90.00
Admin III $110.00
Admin IV $140.00
Engineer I $110.00
Engineer II $135.00
Engineer III $165.00
Engineer IV $200.00
Engineer V $215.00
Intern $65.00
Planner I $100.00
Planner II $140.00
Planner III $175.00
Planner IV $230.00
Principal Engineer I $325.00
Principal Engineer II $340.00
Principal in Charge $360.00
Principal Technologist $230.00
Project Analyst I $95.00
Project Analyst II $110.00
Project Analyst III $145.00
Project Analyst IV $219.46
Project Manager $310.00
Sr. Engineer I $235.00
Sr. Engineer I $240.00
Sr. Engineer II $250.00
Sr. Engineer III $260.00
Strategic Advisor I $305.00
Strategic Advisor II $395.00
Strategic Advisor III $440.00
Technician I $90.00
Technician II $120.00
Technician III $140.00
Technician IV $180.00
CLASSIFICATION Job Class Rate
Exhibit D
DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C DocuSign Envelope ID: 6C352DA2-AD7F-4FFF-ABD9-D1C7DE6EF81C