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HomeMy WebLinkAboutFehr & Peers; 2022-04-05; PSA22-1796TRANPSA22-1796TRAN City Attorney Approved Version 6/12/18 1 AGREEMENT FOR CITYWIDE MULTI-MODAL LEVEL OF SERVICE (MMLOS) MONITORING AND UPDATES FEHR & PEERS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the City of Carlsbad, a municipal corporation, ("City"), and Fehr & Peers, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in citywide MMLOS monitoring and updates. B. Contractor has the necessary experience in providing professional services and advice related to citywide MMLOS monitoring and updates. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 182 working days from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed fifty-seven thousand six hundred sixty-four dollars ($57,664). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA 5th April PSA22-1796TRAN City Attorney Approved Version 6/12/18 2 necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys’ fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA PSA22-1796TRAN City Attorney Approved Version 6/12/18 3 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA PSA22-1796TRAN City Attorney Approved Version 6/12/18 4 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Nathan Schmidt Name Maddie Hasani Title Transportation Planning & Mobility Manager Title Project Manager Department Public Works Address 555 West Beech Street, Suite 302 City of Carlsbad San Diego, CA 92101 Address 1635 Faraday Ave. Phone No. 619.758.3016 Carlsbad, CA 92008 Email M.Hasani@fehrandpeers.com Phone No. 760.637-7183 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA PSA22-1796TRAN City Attorney Approved Version 6/12/18 5 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ☒ No ☐ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA PSA22-1796TRAN City Attorney Approved Version 6/12/18 6 performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA PSA22-1796TRAN City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California FEHR & PEERS, a California corporation By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Christopher Mitchell, President (print name/title) ATTEST: By: (sign here) for Faviola Medina, City Clerk Services Manager (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA PSA22-1796TRAN City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA Task Description: Citywide MMLOS Monitoring and Tool Updates for 2022 (March 11, 2022) Scope of Work This task description includes completion of the MMLOS monitoring and tool update efforts that began in November 2020. The original work was budgeted for $86,475 to update the tool according to stakeholder feedback on the multi-modal level of service (MMLOS) tool and apply the updated tool to all applicable City streets as part of on-going monitoring activities. This effort was originally scheduled to be completed by November 2021 but needs to be extended into the year 2022 resulting from extensive additional review by City stakeholders including the Traffic & Mobility Commission. The scope of work presented below includes the remaining tasks to be performed from the November 2020 scope of work. Remainder of the Original Scope Task 1: City Council Meeting This task includes the preparation for and attendance of two (2) Fehr & Peers team members at one (1) Council Meeting. A Fehr & Peers team member will be available to respond to questions at this meeting as necessary. Task 2: Updates to Previously Collected Segments This task includes MMLOS monitoring for streets that have not yet been monitored as a part of the monitoring effort that occurred in late 2019 and updates to those streets that were monitored in late 2019 as necessary to ensure consistency with the updated MMLOS tool. Task 2.1: Reanalyze Previously Monitored Streets This subtask includes the update of MMLOS Tool inputs with previously collected data for those streets that were monitored in 2019. The street typologies that were collected in 2019 are as follows: • Identity Streets • Village Streets • Coastal Streets • School Streets This subtask assumes that the updates to the MMLOS tool will only include changes to the way that points are calculated and not to the input data needed to apply the tool to each segment. Therefore, no new data collection will be completed for these segments and each segment’s information will only need to be transferred to the updated tool to calculate an updated score and letter grade. For additional data that need to be collected, refer to New Task B. This task does not include additional summary of updated results. A summary of updated results for these segments will be provided in conjunction with the data collection and analysis of all streets segments as a part of Task 4. Task 3: Data Collection and Analysis for Remaining Segments This task includes data collection and MMLOS analysis for all street segments that have not been analyzed as of December 17, 2021. The remaining street segments listed by street typology are as follows: • Arterial Connector Streets (11.5 miles) • Neighborhood Connector Streets (29.1 miles) DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA • Employment/Transit Connector Streets (7.7 miles) • Streets within ½ Mile of a Transit Center (approximately 4 miles) • Freeways (Transit Only) (14.4 miles) – need to discuss applicability • Arterials (Transit Only) (33.3 miles) • Industrial Streets (Transit Only) (17.7 miles) o Total of 48.3 miles of full data collection and 69.4 of transit only data collection Task 3.1: Identify Roadway Analysis Segments This task will include the determination of roadway segments to be monitored. All roadways will be divided into segments between 0.5 miles and 0.75 miles in length. Segment extents will be reviewed by City staff. Most of this task was completed in 2021 and the proposed segments were delivered to the City for review. Fehr & Peers will update the segments based on one (1) set of consolidated City staff comments. Task 3.2: Establish Data Inventory The data attributes required for application of the MMLOS methodology will be collected both through desktop review (Google Maps StreetView) and in-person field visits. It is expected that primary data collection will occur through desktop review with in-person field visits serving as the verification method. Bicycle and pedestrian MMLOS will be analyzed for the streets listed above. Data associated with these modes will be collected. Necessary ADT counts will be collected by the City of Carlsbad, and the Fehr & Peers teams will work with City staff to estimate ADT counts on segments where new counts are not obtained by the City. Transit MMLOS will also be analyzed for the street typologies listed above. As transit information is gathered at the project level, Fehr & Peers will discuss the proposed approach with City staff prior to beginning data collection and analysis for this mode. For each data attribute the most conservative data will be logged for each segment. For example, if a roadway segment has an 8-foot wide sidewalk for half of the segment and a 5-foot wide sidewalk for the remainder, the 5-foot sidewalk will be recorded as the maximum unobstructed sidewalk width and a note will be recorded that identifies the presence of an 8-foot sidewalk along the segment. This approach will identify potential deficiencies in the roadway network and will provide the City with information to determine where to allocate resources for future improvements. This task has been started in 2021. Fehr & Peers proposed the new ADT locations to the City. In addition, some data was collected for a few transit segments. Task 3.3: Conduct MMLOS Analysis for All Collected Segments Fehr & Peers will conduct MMLOS analysis for all new study segments with collected data and will prepare a GIS data layer that depicts the final bicycle, pedestrian, and transit MMLOS as appropriate for each segment. Additionally, Fehr & Peers will prepare a list of segments that have deficient (LOS E or F) MMLOS scores/grades for bicycle, pedestrian, and transit modes. PDF maps will be prepared for bicycle, pedestrian, and transit modes. In 2021, a few transit segments were analyzed during the methodology update effort. DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA Task 3.4: Meetings with Staff to Review Data Results Fehr & Peers will meet with City staff at one (1) meeting to review data results. Prior to the meeting, the resulting maps and list of deficient segments will be disseminated to City staff for review. The primary purpose of these meetings will be to identify segments that should be reviewed due to the local knowledge of the City. Ideally, the review would occur prior to the meetings, and Fehr & Peers would explain the results or show the segment changes at these meetings. Task 4: Documentation This task includes documentation of the MMLOS methodology and data collection/monitoring results. Task 4.1: MMLOS Methodology Technical Memorandum This task includes the drafting of a MMLOS Methodology Technical Memorandum which will review the updated methodology and summarize the changes and the intent and basis of the updates. Task 4.2: Prepare Report to Summarize MMLOS and Data Collection Findings Fehr & Peers will prepare a report summarizing the data collection findings and MMLOS results. The report will maximize use of text, graphics and tables from the October 2019 report and will include the following sections: • Summary of the updated MMLOS Tool • Data Collection Methodology • List of Deficient Segments and Map of All Segment Scores/Grades Task 4.3: FY2021-22 MMLOS Monitoring Report Fehr & Peers will work with the City to provide any additional necessary MMLOS information and tables not otherwise provided in Task 5 for inclusion in the FY2021-22 MMLOS Monitoring Report. Task 5: Review of Case Studies / State of the Practice Fehr & Peers will update the Multi-modal Level of Service (MMLOS) Methodology White Paper, prepared in December 2019, to include new information from the agencies included in the white paper (the City of Aspen, the City of Boulder, and the County of Montgomery, VA). Additionally, case studies of up to three additional jurisdictions within California and/or other states that utilize MMLOS or a similar evaluation methodology to evaluate vehicular, pedestrian, bicycle, or transit facilities will be added. Comments from one city staff review will be incorporated to finalize the report. Proposed Schedule The proposed Scope of Work is expected to be completed within nine (9) months after the Notice to Proceed. This schedule may need to be adjusted depending on the status of non-essential travel orders and other restrictions resulting from the current COVID-19 pandemic. Proposed Budget We estimate the cost to complete all the items listed above is $57,664 and is shown by task below: DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA Remainder of the Original Scope Task 1: City Council Meeting $2,170 Task 2: Updates to Previously Collected Segments Task 2.1: Reanalyze Previously Monitored Streets $6,400 Task 3: Data Collection and Analysis for Remaining Segments Task 3.1: Segment Roadways $505 Task 3.2: Establish Data Inventory $19,459 Task 3.3: Conduct MMLOS Analysis for All Collected Segments $14,595 Task 3.4: Meeting with Staff to Review Data Results $1,535 Task 4: Documentation Task 4.1: MMLOS Methodology Technical Memorandum $4,370 Task 4.2: Prepare Report to Summarize MMLOS and Data Collection Findings $4,370 Task 4.3: FY2021-22 MMLOS Monitoring Report $1,640 Task 5: Review of Case Studies / State of the Practice $2,620 TOTAL $57,664 DocuSign Envelope ID: 80A933E7-0901-4EBD-9B3E-26F3C341DAFA