HomeMy WebLinkAboutReso 96-2019 (19-628)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 96-2019
File Number: 19-628 Enactment Number: RES 96-2019
RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE A CONSULTING SERVICES AGREEMENT WITH NCE
OF RICHMOND, CALIFORNIA FOR THE PAVEMENT
MANAGEMENT PROGRAM (PROJECT NO. ST1903) IN AN
AMOUNT NOT TO EXCEED $571,300 AND AUTHORIZING A
TOTAL BUDGET OF $628,430.
WHEREAS, the City of South San Francisco (City) is responsible for the maintenance and repair of
approximately 138 centerline miles, comprised of 33 arterial miles, 38 collector miles, and 67 residential
miles. The City has utilized a program of slurry seals, overlays, and surface reconstruction as
maintenance and rehabilitation strategies; and
WHEREAS, every two years, the City surveys the streets and enters the data into the Pavement
Management Program (PMP). The PMP recommends optimal maintenance and rehabilitation strategies
for a given year with a certain budget; and
WHEREAS, the City of South San Francisco is seeking a qualified firm to perform design and
engineering services for the City's 2018 - 2020 Pavement Management Program; and
WHEREAS, staff issued a Request for Proposals (RFP) for professional engineering services on March
4, 2019, on the eBidboard website, and
WHEREAS, four (4) proposals were received on the due date of March 27, 2019; and
WHEREAS, based on the qualifications submitted, NCE demonstrated they have the staffing availability
and expertise to provide the engineering expertise that is required to perform the PMP; and
WHEREAS, staff recommends that NCE undertake the Pavement Management Plan based upon the
firm's experience, resources, familiarity of South San Francisco, and positive references; and
WHEREAS, staff recommends awarding a consulting services agreement for the Pavement Management
Plan to NCE of Richmond, California in an amount not to exceed $571,300; and
WHEREAS, funding for the Pavement Management Program is included in the City of South San
Francisco Capital Improvements Program ("CIP") and sufficient funds are available to cover the Project
cost.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that
the City Council hereby approves a consulting services agreement for the Pavement Management
Program
City of South San Francisco Page 1
File Number. 19-628 Enactment Number: RES 96-2019
to NCE of Richmond, California, in an amount not to exceed $571,300 and authorizing a total budget of
$628,430.
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the
Finance Department to establish the Project Budget consistent with the information contained in the staff
report.
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby
authorizes the City Manager to execute the consulting services agreement on behalf of the City upon
timely submission of NCE's signed contract and all other required documents, subject to approval as to
form by the City Attorney.
At a meeting of the City Council on 7/24/2019, a motion was made by Mark Addiego, seconded by Buenaflor
Nicolas, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Matsumoto, Vice Mayor Garbarino, Councilmember Addiego,
Councilmember Nagales, and Councilmember Nicolas
Attest by
Aw��—
losa Govea Acosta
City of South San Francisco Page 2
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City of South San Francisco and Nichols Consulting Engineers Page 1 of 22
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
NICHOLS CONSULTING ENGINEERS (NCE)
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco (“City”) and Nichols Consulting Engineers (NCE) (“Consultant”) (together sometimes referred to
as the “Parties”) as of August 1, 2019 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto
and incorporated herein, at the time and place and in the manner specified therein. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall
prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on December 31, 2022, the date of completion specified in Exhibit A, and Consultant
shall complete the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first -class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Five
Hundred Seventy One Thousand and Three Hundred Dollars $571,300.00 notwithstanding any contrary
indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable
costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s
proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding
the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below
Exhibit A Contract Draft
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shall be the only payments from City to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized by City, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by Cit y to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond comp ensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice,
etc.);
The beginning and ending dates of the billing period;
A task summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
At City’s option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (800) hours, which shall include an estimate of
the time necessary to complete the work described in Exhibit A;
The amount and purpose of actual expenditures for which reimbursement is
sought;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant. City shall have no obligation to pay invoices
submitted ninety (90) days past the performance of work or incurrence of cost.
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2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to
this Agreement within sixty (60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a prop erly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto and incorporated
herein as Exhibit B.
2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by
this Agreement _____________________________. Reimbursable expenses shall not
exceed $_____________________. Expenses not listed above are not chargeable to
City. Reimbursable expenses are included in the total amount of compensation provided
under Section 2 of this Agreement that shall not be exceeded.
2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes.
To be exempt from tax withholding, Consultant must provide City with a valid California
Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590
shall be attached hereto and incorporated he rein as Exhibit ____. Unless Consultant
provides City with a valid Form 590 or other valid, written evidence of an exemption or
waiver from withholding, City may withhold California taxes from payments to Consultant
as required by law. Consultant shall obtain, and maintain on file for three (3) years after the
termination of this Agreement, Form 590s (or other written evidence of exemptions or
waivers) from all subcontractors. Consultant accepts sole responsibility for withholding
taxes from any non-California resident subcontractor and shall submit written
documentation of compliance with Consultant’s withholding duty to City upon request. .
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
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2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes
of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be
not less than the prevailing rate for a day’s work in the same trade or occupation in the
locality within the state where the work hereby contemplates to be performed as
determined by the Director of Industrial Relations pursuant to the Director’s authority under
Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by
Consultant or by any subcontractor shall receive the wages herein provided for. The
Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor
Code Section 1775, as may be amended, per day penalty for each worker paid less than
prevailing rate of per diem wages. The difference between the prevailing rate of per diem
wages and the wage paid to each worker shall be paid by the Consultant to each worker.
An error on the part of an awarding body does no t relieve the Consultant from
responsibility for payment of the prevailing rate of per diem wages and penalties pursuant
to Labor Code Sections 1770 1775. The City will not recognize any claim for additional
compensation because of the payment by the Consu ltant for any wage rate in excess of
prevailing wage rate set forth. The possibility of wage increases is one of the elements to
be considered by the Consultant.
a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of
prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the
Consultant shall post at appropriate conspicuous points at the site of the project a
schedule showing all determined prevailing wage rates for the various classes of laborers
and mechanics to be engaged in work on the project under this contract and all
deductions, if any, required by law to be made from unpaid wages actually earned by the
laborers and mechanics so engaged.
b. Payroll Records. Each Consultant and subcontractor shall keep an accurate
payroll record, showing the name, address, social security number, work week, and the
actual per diem wages paid to each journeyman, apprentice, worker, or other employee
employed by the Consultant in connection with the public work. Such records shall be
certified and submitted weekly as required by Labor Code Section 1776.”
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
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the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long -distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this secti on and
under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any
subcontract until Consultant has obtained all insurance required herein for the subcontractor(s).
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, mainta in
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator (as defined in
Section 10.9). The insurer, if insurance is provided, or the Consulta nt, if a program of self-
insurance is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under this
Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting there from, and damage to property resulting from
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activities contemplated under this Agreement, including the use of owned and non -
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)
Code 8 and 9. No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals’ errors and omissions. Any deductible or self -insured retention shall
not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement or
the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant’s sole cost and
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expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant’s obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City. In the event that any
coverage required by this section is reduced, limited, cancelled, or materially
affected in any other manner, Consultant shall provide written notice to City at
Consultant’s earliest possible opportunity and in no case later than ten (10)
working days after Consultant is notified of the change in coverage.
4.4.4 Additional insured; primary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf of Consultant,
including the insured’s general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant i n the
course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
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4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
Further, if the Consultant’s insurance policy includes a self -insured retention that
must be paid by a named insured as a precondition of the insurer’s liability, or
which has the effect of providing that payments of the self-insured retention by
others, including additional insureds or insurers do not serve to satisfy the self-
insured retention, such provisions must be modified by special endorsement so as
to not apply to the additional insured coverage required by this agreement so as to
not prevent any of the parties to this agreement from satisfying or paying the self-
insured retention required to be paid as a precondition to the insurer’s liability.
Additionally, the certificates of insurance must note whether the policy does or
does not include any self-insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of los ses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a
“wasting” policy limit.
4.4.8 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City’s interests
are otherwise fully protected.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
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b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent
permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless
the City and its officials, officers, employees, agents, and volunteers from and against any and all losses,
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily
injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or
ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions
of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly
liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply
when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross
negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the
actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury,
loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify
and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance by City of insurance certificates and endorsements required under this Agreement does not
relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification
and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance
policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges
and agrees to the provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibilit y of
City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
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all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent or to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of what-so-ever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligation s required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
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Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City all materials described in Section
9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantia l inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.4.1 Subcontracting
A. Nothing contained in this contract or otherwise, shall create any contractual
relation between LOCAL AGENCY and any subconsultant(s), and no
subcontract shall relieve CONSULTANT of its responsibilities and obligations
hereunder. CONSULTANT agrees to be as fully responsible to LOCAL
AGNECY 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
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omissions of persons directly employed by CONSULTANT. CONSULTANT’s
obligation to pay its subconsultant(s) is an independent obligation from LOCAL
AGENCY”s obligation to make payments to the CONSULTANT.
B. CONSULTANT shall perform the work contemplated with resources available
within its organization and no portion of the work pertinent to this contract shall
be subcontracted without written authorization by LOCAL AGENCY’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 LOCAL AGENCY.
D. Any subcontract in excess of $25,000 entered into as a result of this contract
shall contain all the provisions in this contract to be applicable to subconsultants.
E. Any substitution of subconsultant(s) must be approved in writing by LOCAL
AGENCY’s Contract Administrator prior to the start of work by the
subconsultant(s).
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
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Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those describe d
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and ot her documents are
confidential and will not be released to third parties without prior written consent of both
parties unless required by law.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
9.3.1 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
LOCAL AGENCY 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 cost s 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 Audito r, LOCAL
AGNECY, FHWA, or any duly authorized representative of the Federal Government
shall have access to any books, records, and documents of CONSULTANT and its
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. Subcontracts in excess of
$25,000 shall contain the provision.
9.3.2 Audit Review Procedures.
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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
LOCAL AGENCY’s Chief Financial Officer.
B. Not later than 30 days after issuance of the final audit report, CONSULTANT
may request a review by LOCAL AGENCY’s Chief Financial Officer of
unresolved audit issues. The request for review will be submitted in writing.
C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will
excuse CONSULTANT from full and timely performance, in accordance with the
terms of this contract.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as “Confidential,” "Business Secret" or “Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or
"Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establis h
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked "Trade Secret" or "Business Secret," and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attorneys fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief
to which that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
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10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County San Mateo or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefi t of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equa l or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
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10.9 Contract Administration. This Agreement shall be administered by _________________
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when
received if personally delivered; (ii) when received if transmitted by telecopy, if received
during normal business hours on a business day (or if not, the next business day after
delivery) provided that such facsimile is legible and that at the time such facsimile is sent
the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery
to a domestic address by recognized overnight delivery service (e.g., Federal Express);
and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows: Consultant
___________________________
___________________________
___________________________
___________________________
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matters herein.
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10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or
other electronic means, and when each Party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original, and, when taken together with
other signed counterpart, shall constitute one Agreement, which shall be binding upon and
effective as to all Parties..
10.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the
Parties hereto with no intent to benefit any non-signatory third parties.
10.16 Cost Principles and Administrative Requirements.
A. CONSULTANT agreed 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 49CFR, Part 18 and 48 CFR, Federal
Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment
by CONSULTANT to LOCAL AGENCY.
D. All subcontracts in excess of $25,000 shall contain the above provisions.
10.17 State Prevailing Wage Rates. The State of California’s General Prevailing Wage Rates
are not applicable to this contract.
10.18 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 LOCAL AGENCY employee. For breach or
violation of this warranty, LOCAL AGENCY 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.
10.19 Statement of Compliance.
A. CONSULTANT’s signature affixed herein, and dated, shall constitute a certification
under penalty of perjury under the laws of the State of California that CONSULTANT
has, unless exempt, complied with the nondiscrimination program requirements of
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Government Code Section 12990 and Title 2, California Administrative Code, Section
8103.
B. 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.
Consultants and subconsultants shall comply with the provisions of the Fair
Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable
regulations promulgated there under (California Code of Regulations, Title 2, Section
7285 et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code §12990 (a-f), set forth in Chapter 5 of
Division 4 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 Agreement.
C. 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 of their assignees and successors in
interest.
D. The Consultant, with regard to the work, performed by it during the Agreemen t 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 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 Agreement covers a program whose goal is
employment.
10.20 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 ce rtifies that he/she or any
person associated therewith in the capacity of owner, partner, director, officer, or
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manager, is not currently under suspension, debarment, voluntary exclusion, or
determination of ineligibility by any federal agency; has not bee n 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 manner involving fraud or official misconduct within the past three (3)
years. Any exceptions to this certification must be disclosed to LOCAL AGENCY.
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 maintaine d by the
General Services Administration are to be determined by the Federal Highway
Administration.
10.21 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 11%. Participation by DBE consultant
or subconsultants shall be in accordance with information contained in the Consultant
Proposal DBE Commitment (Exhibit 10-O1), or in the Consultant Contract DBE
Information (Exhibit 10-O2) 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 deferral
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 LOCAL AGENCY deems appropriate.
D. Any subcontract entered into as a result of this contract shall contain all of the
provisions of this section.
E. A DBE firm may be terminated only with prior written approval from LOCAL AGNECY
and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting LOCAL
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AGENCY 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, th e 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, evaluate the amount of work subcontracted, industry
practices, whether the amount the 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, 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 subcon tracts 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.
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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 LOCAL AGENCY’s Contract Administrator within 30
days.
The Parties have executed this Agreement as of the Effective Date.
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CITY OF SOUTH SAN FRANCISCO Consultants
____________________________ _____________________________________
Charles M. Futrell, City Manager Nichols Consulting Engineers
Attest:
_____________________________
Rosa Acosta, City Clerk
Approved as to Form:
____________________________
City Attorney
2729962.1
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EXHIBIT A
SCOPE OF SERVICES
Task 1 – Project Management & Meetings
1A) Project Kick-off Meeting/Progress Meetings:
NCE’s Project Manager will arrange a Kick-Off Meeting with the City to initiate work on the project. The
objectives of the Kick-Off Meeting will be:
Review of the Scope of Work
Establish Lines of Communication
Confirm Deadlines
Establish Project Schedule and Milestones
Define Design and Operation Criteria
Whether a simple preventive maintenance project or a complex reconstruction project, it is critical to
establish effective lines of communication with, and coordination amongst, the various stakeholders
from the start to ensure the delivery a high quality project within budget and on schedule.
In addition to City staff (Engineering, Maintenance, etc.), NCE will research and coordinate, as -needed,
with other agencies such as PG&E, AT&T, California Water Service and Westborough Water District,
South San Francisco Sewer and Stormwater, Schools, etc., to identify any potential conflicts,
requirements, or design issues early to help minimize delays (and costs) later in the design process or
during construction. At the Kick-Off Meeting, key deliverables for each Task and the Project Schedule
would be reviewed and adjusted accordingly to meet City needs.
NCE is very sensitive to construction costs, particularly the volatile price of materials, which have
affected the scope of many similar projects. In order to keep the City aware of overall project costs,
NCE will begin developing Preliminary Engineering Cost Estimates as soon as we have developed our
engineering design recommendations to closely monitor any potential funding issues, which may
develop. During the course of the project, NCE will be seeking to develop the most appropriate and
cost-effective pavement surface seal alternatives to stay within the planned project budget and
schedule.
Throughout the project, NCE staff will be available to attend regularly scheduled progres s meetings
with the City (maximum of 3), to maintain good communications for each year of projects to offer up
efficiency and reduce the number of design review and coordination meetings. Therefore, we have
assumed up to three (3) meetings for the 2018/20 19 Street Rehabilitation and Surface Seal Projects
and up to three (3) meetings for the 2020 Street Rehabilitation and Surface Seal Projects. The
purpose of the progress meetings will be to identify and resolve any design or funding issues that may
surface in a timely manner, present design alternatives and recommendations to City staff, and
continue coordination with project stakeholders as necessary.
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Deliverables: Kick-off/Progress Meeting Agendas and Minutes
1B) Utility Coordination:
NCE will coordinate with utility agencies early in the design process to help avoid potential construction
delays and unnecessary disruptions to public services. Utility coordination will be a critical item to keep
utility providers informed about the project and schedule. One of the first and earliest items that NCE
will complete is sending notification letters to applicable utility providers with a preliminary project
schedule for street rehabilitation and surface seal projects for each year of projects. This will allow fo r
the earlier notification to allow utility providers to perform maintenance on their facilities prior to
moratorium on the street paving area.
NCE will also carefully document all utility coordination notifications, conversations, and meetings with
utility contacts and information in a matrix format with dates of contacts and mailing detailed in this
matrix. Follow-up calls will be made for each of the above notifications to confirm receipt. NCE will also
keep the City informed of any project delays related to utilities.
Deliverables: Utility notification letters.
Task 2 – Pavement Design
The scope of work we would perform under this task consists of the following:
2A) Pavement and Curb & Gutter Condition Survey:
NCE will perform a pavement condition survey of each street section based on distresses. The surveys
will generally cover the travel and parking lanes. Pavement condition surveys serve the purpose of
further refining the appropriate pavement surface seal treatments.
This condition survey will generally note the presence of load related and environmental distresses,
such as alligator cracking, longitudinal and transverse cracking, rutting, patches and utility cuts,
distortions and depressions as they pertain to developing appropriate pavement treatm ents. In addition,
potential base repairs will be identified in the condition survey. Our scope of work and condition
surveys do not address issues including but not limited to traffic, safety and road hazards, geometric
issues, or short term maintenance that should be performed (i.e. pothole that should be repaired).
A visual assessment of all curb and gutters will be included to identify areas where drainage or the
adjacent pavement has been compromised. Our scope will limit repair recommendations to only those
sections of curb and gutter that are damaged to the extent that they will affect pavement surface seals
(i.e., tree root damage extending into pavement). If damaged curb and gutter areas are more extensive
than anticipated, it may require additional time to complete, and we will notify the City if more time is
required to complete these surveys.
Prior to looking at curb and gutter, NCE will meet with the City and establish condition criteria for
assessment and replacement. Based on the criteria estab lished with the City, NCE will then determine
what level of curb and gutter replacement will be pursued for design plans and documents.
2B) Pavement Deflection Testing:
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NCE will perform non-destructive pavement deflection testing in accordance with California Test
Method (CTM) 356 to evaluate the structural capacity of the existing pavement section on rehabilitation
streets in accordance with key assumptions. The FWD is a conceptually simple yet powerful device for
measuring the response of pavements under simulated wheel loads and estimating their structural
capacities. Pavement designs are based upon a standard truck wheel loading, which is the 18 -kip
equivalent single axle load (ESAL). Each dual tire is therefore 9,000 pounds that is easily simulated by
the FWD, which has the capacity to simulate loadings of up to 30,000 pounds. As the load is applied to
the pavement, up to seven geophones measure the pavement deflection at varying distances from the
load.
This scope of work includes pavement deflection testing on the street sections identified under key
assumptions. All travel lanes of these street sections will be tested at intervals of typically 100 feet (or
at shorter intervals to achieve a minimum of 20 deflection test points for each street) that will be
staggered at approximately one-half the test interval length in adjacent lanes or the opposite lanes of
traffic. Separate data files will be established for each street section and for each travel direction so
that separate analyses can be performed if desired or warranted.
Approximately 600 data points will be collected and NCE estimates that the FWD testing will take three
days to complete. The final number of data points to be collected may change to accommodate field
constraints. NCE will arrange for traffic control services during the deflection testing to minimize any
inconvenience to traffic, parking and public access. Traffic control will conform to the latest standards
contained within the Manual of Uniform Traffic Control Devices (MUTCD) Part VI and the Caltrans
Traffic Manual Chapter 5 “Traffic Control for Construction and Maintenance Work Zones,” as well as
any local requirements that exist. We will also obtain an encroachment permit for pavement deflection
testing if required.
2C) Pavement Coring:
NCE will collect pavement section core samples (4” – 8” diameter cores) on streets identified under key
assumptions at locations determined by NCE. All coring locations will be marked with white paint for
utility location by Underground Service Alert (USA). Our current fee estimate assumes up to 50 core
locations that we estimate will take five days to complete.
For each core sample, NCE will measure and record the thickness and material type of each layer
encountered in the pavement section, including the presence of any pavement reinforcing fabric. The
presence of aggregate base (AB) will be noted, and the thickness of AB will only be measured at bulk
sample locations.
The core holes will penetrate through the pavement section, and will then be bac kfilled with the
excavated materials and capped with AC cold patch on asphalt streets. NCE will then compile the
coring and laboratory data and append it to its pavement design memorandum. Each core sample will
be logged and stored at NCE’s office and retained through the duration of the project including
construction before they are disposed. Additionally, NCE will apply for and obtain a no -fee
encroachment permit from the City prior to starting the coring and provide traffic control in accordance
with the same standards discussed in pavement deflection testing.
2D) Pavement Design Recommendations:
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Using the data obtained in Tasks 2A through 2C, NCE will perform pavement analysis and design
services, and develop pavement rehabilitation and preventive maintenance recommendations for each
street section. NCE will perform its analysis in accordance with the Caltrans Highway Design Manual.
NCE will develop pavement structural section recommendations expressed in the form of a Traffic
Index (TI) that will be provided by the City. NCE will develop recommendations including, but not
limited to, the following:
Conventional Hot Mix Asphalt (HMA)
Rubberized Hot Mix Asphalt (RHMA)
Warm Mix Asphalt (WMA)
Alternative rehabilitation methods if feasible (in-place recycling, mill & fill treatments, etc.)
Locations and treatments of failed pavement sections (base repairs)
Full-width milling and wedge grinding requirements
Surface seal treatments including but not limited to slurry seals, microsurfacing, and cape
seals both conventional and rubberized.
NCE will then summarize its recommendations in a pavement design memorandum to the City that, at
a minimum, will include the following:
Results of pavement condition surveys, deflection testing, coring, and laboratory testing
Description of testing procedures and analysis performed for the project
Recommended alternatives for rehabilitation and preventive maintenance
NCE will submit two (2) copies of its draft technical memorandum to the City for initial review. Upon
receipt of any comments from the City, NCE will then prepare its final technical memorandum, which
will be signed and stamped by NCE’s Pavement Engineer. Two (2) copies of the final technical
memorandum will then be provided to the City reflecting any comments on the d raft technical
memorandum.
Task 2 Deliverables: Draft & final Pavement Technical Memorandums.
Task 3 – Plans, Specifications & Estimates
The work that will be performed during developing design PS&E are outlined in the subsequent Tasks.
3A) Design Data Gathering:
NCE will review relevant available data and records from the City as listed in the previous section,
public and private utility providers, and other sources that may be appropriate to support the
preparation of project contract documents. These may include, but are not limited to, the City drainage
structure inventory maps, aerial photographs of the City; as -built street improvement and infrastructure
plans, striping and markings, as-built plans from utility providers, including any preliminary plans for
future work that may conflict with this project. The gathered information will be compiled and included in
the base map used for design. It shall be noted that available record data (e.g., utilities, right -of-way)
used to prepare the base map for streets undergoing rehabilitation will only be shown in their
approximate location and that the depth of utilities will not be indicated. Based on our review we will
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identify any data gaps or missing information and provide this information to the City for r eview and
discussion.
NCE will also confirm with adjacent Cities and San Mateo County if encroachment permits are required
to conduct the proposed work. NCE will discuss with the City whether rehabilitation work must occur in
the right-of-way, in order to save City the cost and fees associated with obtaining encroachment
permits, if at all possible.
3B) 60% PS&E:
NCE will prepare the 60% PS&E for the planned street rehabilitation and surface seal street sections.
The 60% plans for rehabilitation street sections will incorporate typical design elements including layout
plans, pavement treatments, right-of-way parcel lines provided by City, wedge grinds, conform grind
locations at intersecting side streets, typical cross sections, curb and gutter repairs, an d limits of work.
The plans will be prepared in AutoCAD format on 22” x 34” sheets, drawn at a scale of 1”=20’.
Rehabilitation plan sheets will include base repair schedules only, but will not show individual base
repair locations on design plans. Base repairs will be marked in the field on the pavement in white paint
and numbered and verified prior to construction. The 60% plans for surface seal street sections will
incorporate schematic design elements, localized base repairs (digouts) quantities, stripin g quantities,
curb and gutter repair schedules, and limits of work. On surface seal street sections to offer the most
cost-effective approach, plans will only include vicinity maps delineating limits of treatment with
accurate field inventories for bid quantities and appropriate detail sheets. Plan sheets will include curb
and gutter replacement, striping, and base repair schedules only, but will not show individual locations
on design plans. Base repair and curb repairs will be marked in the field on the p avement in white paint
and numbered, and verified prior to construction. Additionally, a table summarizing major work items
(e.g. surface seal area, base repair area, etc.) and their estimated quantities will be developed and
included on the respective plan sheets. We find that this information is particularly useful to contractors
when assembling construction bids and schedules, thus resulting in more competitive bids, and to the
City for verifying pay quantities during construction.
NCE understands that the City will provide the “Front End” documents and Special Provisions. The
technical specifications will be prepared in MS Word format and will follow the City’s formatting
conventions. The technical specifications and details will reference the City’s standard provisions and
Caltrans 2015 Standards (including subsequent updates). NCE will, however, recommend deviating
from Caltrans standards where, from our experience, such changes will improve the likelihood of
achieving a successful construction project without compromising the integrity of the design. NCE
recognizes the value of incorporating Caltrans Standard Specifications in projects such as these, both
because these specifications have been developed by an agency that designs and builds a vast
amount of highway work, and because most contractors performing public works construction in
Northern California are familiar with them. Caltrans, however, has the resources to administer projects
quite differently than most local agencies, so NCE advocates mod ifying the Caltrans Standard
Specifications to better fit the abilities, needs, and budgets of municipal agencies.
NCE also believes that an efficient yet thorough Quality Control/Quality Assurance program is essential
for getting the maximum value out of every dollar spent on construction. Projects designed by NCE
therefore, contain technical specifications that attempt to optimize the balance between using rigid, but
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time-tested, specifications and meeting local agency needs, with the ultimate goal of obt aining the very
best value for its clients.
The Engineer’s Cost Estimate will be prepared in MS Excel format and will be based on the most
recent construction cost data available to NCE for projects of this type. Because of NCE’s involvement
in the design and construction of numerous similar projects throughout California, we are confident in
our ability to estimate the construction cost of the City’s project. This initial estimate will then be
updated and refined as the design effort progresses.
It is assumed that the City will require a 5 to 10-day review/comment period once the 60% PS&E
package is submitted.
Deliverables: One reproducible copy of 60% plans, technical specifications, and engineer’s
estimate.
3C) 90% PS&E:
The 60% PS&E will be revised to incorporate comments received from the City. NCE will meet with the
City to review these comments, from which the 90% PS&E will be prepared. NCE will provide a
response to each comment that is included in a comment table provided by the City. The 90% PS&E
will include additional design information and details typically expected at this stage of completion. The
90% PS&E will then be packaged and submitted similar to the 60% PS&E unless directed otherwise.
The technical specifications will be further refined and at this stage of the design. We will review and
comment on the City’s Front End documents (bid and contract forms, General Provisions, Special
Provisions, etc.), which the City will prepare and provide. The Engineer’s Cost Estimate will also be
updated to reflect the revised quantities of work depicted on the plans.
It is assumed that the City will require a 5-day review/comment period once the 90% PS&E package is
submitted.
Deliverables: One reproducible copy of 90% plans, technical specifications, and engineer’s
estimate.
3D) Final (100%) PS&E:
The 90% PS&E will be revised to incorporate comments received from the City. NCE will again meet
with the City to review these comments, from which the final (100%) PS&E will be prepared. NCE will
provide a response to each comment that is included in a comment table provided by the City. The final
(100%) PS&E will include all notes and details necessary for construction. One reproducible copy of
the final (100%) PS&E will then be packaged and submitted similar to the 90% PS&E unless directed
otherwise. It is assumed that the City will require a 5-day review/comment period once the final (100%)
PS&E package is submitted.
Upon receipt of the City’s final review comments, the project documents will be finalized for bidding
purposes.
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A final quantity calculation will be tabulated, and this will be entered into the final Engineer’s Cost
Estimate for the project. All final documents will be reviewed, stamped and signed by NCE’s registered
civil engineer, and the final PS&E will be delivered to the City in both hard copy and electronic formats.
Deliverables: One wet-signed and one electronic file of the final plans, technical
specifications, and engineer’s estimate. The electronic files for the final construction plans,
specifications, and engineer’s estimate will be in AutoCAD 2018, Microsoft Word, and
Microsoft Excel, respectively.
Task 4 – Bidding and Construction Support Services
4A) Bidding Support Services:
NCE will provide the City with assistance during the advertisement and bidding periods for each bid
package. This will include providing assistance to the City in attending the pre -bid conference,
responding to questions received about the project design, and preparation of any addenda and/or
clarifications to the PS&E that are deemed necessary. NCE can also assist the City in determining the
responsiveness of bids received and with checking and tabulating bid results.
4B) Construction Support Services:
NCE will provide support services to the City during construction of the project for each bid package. At
a minimum, these services are anticipated to include attendance at the pre-construction conference,
reviewing contractor submittals and responding to contractor requests for information, field verification
of localized repair (pavement digouts and curb and gutter) areas, providing recommendations for any
necessary construction changes due to unforeseen field conditions, assisting with the review of
Contract Change Orders, and reviewing construction for accepta nce. This task does not provide any
field inspection services and we understand that all construction inspection will be provided by the City.
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EXHIBIT B
COMPENSATION SCHEDULE
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EXHIBIT C
INSURANCE CERTIFICATES
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Consulting Services Agreement between [Rev: 5.18.2017] July 24, 2019
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EXHIBIT D
FORM 590