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HomeMy WebLinkAbout2009 CON Stantec Consulting - Brownfield Revolving Loan FundAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND STANTEC CONSULTING, INC. TO SERVE AS "QUALIFIED ENVIRONMENTAL PROFESSIONAL" FOR THE CITY'S BROWNFIELD REVOLVING LOAN PROGRAM FOR A PERIOD OF FIVE YEARS NOT TO EXCEED $30,000 THIS AGREEMENT is entered into this 20th day of October, 2009, by and between the CITY OF NATIONAL CITY, a community development commission (the "CITY"), and STANTEC CONSULTING CORPORATION, a environmental consultant (the "CONSULTANT"). RECITALS WHEREAS, the CITY has been awarded a $1 million grant by the United States Environmental Protection Agency ("EPA") to establish a Revolving Loan Fund for the remediation of eligible properties contaminated with hazardous wastes; and WHEREAS, the EPA requires that grantees retain a Qualified Environmental Professional ("QEP") to oversee remediation projects where the State will not serve as the lead regulator and oversight authority; and WHEREAS, the CITY conducted a competitive Request for Qualifications process in keeping with federal procurement standards and has determined that STANTEC CONSULTING CORPORATION ("CONSULTANT") is an environmental consultant and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit " A ". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings cited in Exhibit " A "to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Patricia Beard hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Carole Farr thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A"shall not exceed $30,000 (the Base amount) without prior written authorization from the Executive Director. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit " A "as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. LENGTH OF AGREEMENT. This agreement shall be in affect until October 30, 2014. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. 2 Citys Standard Agreement — May 2008 revision The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONSULTANT. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or subCONSULTANTs, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its subCONSULTANT(s) shall require the subCONSULTANT to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT, and each of its subCONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 3 Citys Standard Agreement— May 2008 revision 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS.The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) 4 City's Standard Agreement — May 2008 revision is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non - owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. 5 Cit's Standard Agreement — May 2008 revision E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not Tess than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the National City Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the National City Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attomey's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties 6 City's Standard Agreement — May 2008 revision to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT] for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: To the CONSULTANT: Patricia Beard, Redevelopment Manager Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 7 City's Standard Agreement — May 2008 revision Carole Farr, Principal Geologist Stantec Consulting Corporation 2655 Camino del Rio N., Suite 302 San Diego CA 92108 Telephone 619-296-6195 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CITY. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. D If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. 8 Citys Standard Agreement — May 2008 revision D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF N,9vTIONAL CITY By n Morrison, Mayor STANTEC CONSULTING CORPORATION (Corporation — signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship — one signature) By: aiL BKLx a „LA__ (Name) r> (tifet/ g,eo1� 1,L (Title) APPROVED AS TO FORM: By: 9 Citys Standard Agreement — May 2008 revision �1) 4;'Alt George H. Eiser, III Legal Counsel (Name)/' 1 ► �f A Asks), I/\ 1C c Y\C i (xi) G flcA loft (Title) 0 10 City's Standard Agreement — May 2008 revision Exhibit A Role and Costs for Qualified Environmental Professional For EPA Revolving Loan Fund Grant The QEP will serve as a member of the City's RLF team, coordinating and overseeing environmental projects and advising the City on regulatory matters. The QEP will assist the City in determining site eligibility per EPA requirements, review applicant remediation plans and regulator directives, review public comments on remediation plans, as applicable, oversee remediation projects from the City's perspective and may, in some cases, direct remediation projects. The QEP will serve as a valuable expert consultant to help the City ensure that funded remediation projects are conducted in accordance with state and federal environmental standards and improve the environmental health of the community. The QEP will also assist the City by providing advice to RLF staff and loan applicants about cost-effective means of achieving regulatory closure for hazardous and petroleum contaminated sites. Please see Exhibit A, continued on next page for the schedule of rates. TH1$ DOCUMENT -RASA #2UE ..11 FENSAT. WATESMARX AND VISIBLE metes PISGERNIBLE FROM BOTh SIDES i . BUSINESS LICENSE CERTIFICATE PURSUANT TO CITY ORDINANCE THIS LICENSE IS HEREBY GRANTED FOR THE TERM & PURPOSE STATED Date of Expiration, 12)3112009 EI�IIF.URN,�A.~ TYPE OF BUSINESS B BUSINESS ADDRESS PO BOX 230 BUSINESS NAME ATTN: MAILING ADDRESS STANTEC CONSULTING CORPP° PO BOX 230 REDMOND, WA 98073-0230 NON TRANSFERABLE POST IN A CONSPICUOUS PLACE Finance Director THIS DOCUMENT Ns ALTERA7aON f RO fECTEl1'AND AEFLSCIS FLFI.C3RESCENT EtBER& t1N6ER t7V t iGi3T KEEP FOR YOUR RECORDS BUSINESS TAX RECEIPT License No. 26600 NC $11.00 B $200.00. ADMR $10.50 TOTAL $221.50 ACORD CERTIFICATE OF LIABILI TY INSURANCE DATE (MOONY( 09/22/2009 PRODUCER AON REED STENHOUSE, INC. AON RISK SERVICES CENTRAL INC. 900 - 10025 - 102A AVENUE, EDMONTON, AB T5J 0Y2 TEL: (780)423-9801 FAX: (780)423-9876 STANTEC CONSULTING CORP. 2655 CAMINO DEL RIO NORTH, SUITE 302 SAN DIEGO, CA 92108-1633 INSURED Serial # 57 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER ZURICH AMERICAN INSURANCE COMPANY INSURER B, ZURICH AMERICAN INSURANCE COMPANY INSURER C: ZURICH AMERICAN INSURANCE COMPANY INSURER D: ZURICH AMERICAN INSURANCE COMPANY INSURER E: LLOYD'S OF LONDON V THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMM/DDM/1 POLICY EXPIRATION IW DATE IMMJDDI LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY GLO 3373919-06 XCU COVER INCLUDED - 05/01/09 05/01/10 EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (My one fire) $ 1,000,000 CLAIMS MADE X OCCUR MED EXP (Any one person) $ 10,000 x CONTMCN46P033 LLBBIT' PERSONAL & ADV INJURY $ 1,000,000 X OWNERS G01111,AGRIR6 PRp rECTrvE GENERAL AGGREGATE $ 2,000,000 GEN'L —1 AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 1,000,000 POLICY 11(I Pcr.9 I (i 1 LOC B AUTOMOBILE X — — LIABILITY BAP5940882-00 - 11/01/08 11/01/09 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident $ PROPERTY DAMAGE (Per accident $ GARAGE R LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ NOT OTHER THAN EA ACC $ APPLICABLE AUTO ONLY: AGG $ C EXCESS X II X' LIABIUTY OCCUR I I CLAIMS MADE DEDUCTIBLE RETENTION $ 10,000 8831307 05/01/09 05/01/10 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ EXCESS GENERAL, AUTO AND EMPLOYERS LIABILITY (FOLLOW FORM) $ $ D WORKERS COMPENSATION -AND EMPLOYERS' LIABILITY WC5940881-00 11/01/08 11/01/09 X WCSTATU- O7H- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,0,00 E OTHER PROFESSIONAL LIABILITY INCLUDING ENVIRONMENTAL QK0902009 NO RETROACTIVE DATE 08/01/09 08/01/10 CLAIM& AGGREGATE UMIT $2 000,000 S INCLUSIVE OF CLAIMS MADE BASIS DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES!EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS SAN DIEGO - CONSULTING. STANTEC PROJECT #185899000. RE: QUALIFIED ENVIRONMENTAL PROFESSIONAL FOR THE CITY'S BROWNFIELD REVOLVING LOAN PROGRAM. THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, AGENTS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSUREDS BUT ONLY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. WAIVER OF SUBROGATION IS INCLUDED FOR WORKERS COMPENSATION. ENDORSEMENT FORM NUMBERS CG 20 10 11 85, CA 20 48 07 97 AND WC 00 03 13 ATTACHED. CERTIFICATE HOLDER X ADDITIONAL INSURED; INSURER LETTER: AB CITY OF NATIONAL CITY ATTN: MS. ASHLEY FENTON, RISK MANAGER 1243 NATIONAL CITY BOULEVARD NATIONAL CITY CA 91950-4301 ACORD 25-S (7/97) STANTEC#2009-08-SAN DIEGO CA.FP5 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AA7RIZED REPRESENTP.,TWE r BACORD CORPORATION 1988 POLICY NUMBER: GL03373919-06 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1 SCHEDULE Name of Person or Organization: THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, AGENTS AND EMPLOYEES Who Is An Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, (hereinafter called the additional insured) but only with respect to liability arising out of *your work' for that insured by or for you. This insurance coverage shall be primary insurance as respects the cover provided to the addtional insured person or organization shown in the Schedule. Any insurance or self-insurance maintained by them shall be excess of this insurance and shall not contribute with it. The Consultants insurance shall apply separately to each insured against whom claim's nade or sat is brought, except with respect to the limits of the insurer's liability. NAMED INSURED. Stantec Inc. CONSULTANT INSURED: Stantec Consulting Inc. Attached to and forming part of this Policy of ZURICH AMERICAN INSURANCE COMPANY. AON REED STENHOUSE INC., AON RISK SERVICES CENTRAL, INC., EDMONTON, ALBERTA A I OPERATIONS #CG 20 10 11 55 POLICY NUMBER: BAP5940882-00 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM W1th respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement This endorsement identifies person(s) or organization(s) who are "insureds' under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form_ This endorsement changes de poicy effective on the inception date of the policy unless another date s indicated below. NAMED INSURED: Stantec Inc. CONSULTANT INSURED: Stantec Consulting Inc. SCHEDULE Name of Persona Organization: THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, AGENTS AND EMPLOYEES Eads person or organization indicated above is an insured" for Liability Coverage, tut only to the extent that person or organization qualifies as an insured' under the Who Is An Insured provision contained in SECTION II of the Coverage Form. Attached to and forming part of this Policy of ZURICH AMERICAN INSURANCE COMPANY. AON REED STENHOUSE INC., AON RISK SERVICES CENTRAL, INC. EDMONTON, ALBERTA AI AUTO itCA20480797 POLICY NUMBER: WC5940881-00 WORKERS COMPENSATION & EMPLOYERS LIABILITY INSURANCE POLICY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT SCHEDULE Name of Person or Organization: THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, AGENTS AND EMPLOYEES We have the right to recover our payments from anyone !lade for an injury covered by the policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agr ent from us.) This agreement shall not operate tiredly or indirectly to benefit anyone not named in the Schedule NAMED INSURED: Slantec Inc. CONSULTANT INSURED: Stantec Consulting Inc. Attached to and forming part of this Policy of ZURICH AMERICAN INSURANCE COMPANY AON REED STENHOUSE INC., AON RISK SERVICES CENTRAL, INC., EDMONTON, ALBERTA .file WAIVER CONTRACT itWC 00 03 13 Serial #: 57 STANTEC 2009 RATE SCHEDULE ENVIRONMENTAL PRACTICE AREA Stantec STANTEC2009 SCHEDULE OF HOURLY RATES AND DISBURSEMENTS (Page 1 of 3) Charges for all professional, technical, and administrative staff directly charging time to the project will be calculated and billed on the basis of the following schedule. Billing Level Level 1 Staff Member Title Civil/Scientist Intern Rate Per Hour $46 Level 2 Administrative $52 Level 3 Administrative I $58 Level 4 Administrative 11 CADD Technician I Research Technician $65 Level 5 Administrative III CADD Technician I Permitting Technician $72 Level 6 Administrative IV CADD Technician I, II Assistant Eng/Scientist $79 Level 7 CADD Technician II Staff Engineer/Scientist I $86 Level 8 Design Engineer CADD Technician II, III Staff Engineer/Sclentist II $94 Level 9 Design Engineer CADD Technician III Civil Designer $102 Level 10 Project Engineer I CADD/GIS Tech IV Civil Designer $112 Level 11 Project Engineer II Civil Designer Sc. Civil Designer $122 Level 12 Associate Engineer Project Manager I Senior Civil Designer $133 Level 13 Associate Engineer II Project Manager II Principal I $146 Level 14 Senior Engineer Sr. Project Manager Principal II $157 Level 15 Senior Engineer II Sr. Project Manager Senior Principal 1 $168 Level 16 Principal Engineer Sr. Project Manager Senior Principal II $181 Level 17 Sr. Principal Engineer Sr. Project Manager Managing Principal $210 Level 18 Chief Engineer/Scientist $247 Level 19 Technical Director $347 Expert Witness Services carry a 50% premium on labor. Overtime win be charged at 1.5 times the standard billing rate. All labor rates will be subject to annual increase. Other Direct Disbursements: Vehicle Mileage Prevailing IRS Rate Subcontract Services Actual Cost +15% Travel/Per Diem Actual Cost+15% Per Diem $ 150/day Capital Purchases and Expendable Materials Actual Cost+15% Express Delivery and Shipping Actual Cost +15% Standard Field Equipment (See Attached Schedule) Prolect Expenses: This charge will be 8% of fees invoiced and will Include' • Internal Incidental printing -related expenses Including all output from printers, prints, photocopies, plots, film, vellum, plastic covers, spines, dividers, and map pockets. • Communications expenses including faxes, office and mobile phones, calling card expenses, pagers, and other wireless communications. • Office related expenses including postage, courier. supplies and equipment expenses. • Computer maintenance expenses and supplies, and use of common software such as AutoCad, Word. Excel and PowerPoint. • Maintenance of archives, both electronic and hardcopy, including space and handling. LAPmposd•W-Rnle ScbedukslSlaMcc 2009 MASTER ER Rote Schcdutc_Tablo 3_w Titles.doc STANTEC 2009 RATE SCHEDULE ENVIRONMENTAL PRACTICE AREA 11111411115111•1111111111111011411111 Stantec STANTEC 2009 SCHEDULE OF HOURLY RATES AND DISBURSEMENTS (Page 2 of 3) Standard Field Equipment: Standard Field Equipment Third Party Rental Equipment Rate Actual Cost+15% 2" Grundfos Pump $1001day AlrSampling Pump $45/day Alr Sparge Pilot Study Kit $60/day AnemometedManometer $25/day Bailer - Disposable $10leech Centrifugal Pump $451day Color Copies (8.5 x 11) $1.25/copy Color Copies (11X17) $2lcopy Color Copies (Plotter C/D size) $lolcopy Color Copies (Plotter CID size) $15/copy Combination Gas Detector (LEL/O2/COIH2S) $651day Compressor $60/day Conductivity Meter/Probe $15/dey Data Logger $140/day Data Logger Pressure Transducer $301each Delineators/Cones/Flags/Snow Fence $55/day Digital Camera $25/day Dissolved Oxygen Meter $80/day DOIORP/Temp/Cond. Meter $100/day Dosimeter w/Data Logger $451day Dreager Bellows/Pumps (rubes not Included) $30lday Drum - 55 Gallons $55/eech Electric Generator $601day Field Computer $25/day Field Truck (Heavy Duty) $1501day Field Truck/Van $85/day Field Vehicle Mileage Prevailing IRS Rate Gasoline/Diesel Generator $75/day Flame Ionization Detector (FID) $130/day Geo-Squirt Pump $25/day GPS Unit $30/day Groundwater Submersib[e Pump $60/day Groundwater Test Kits $55/day Hand Auger $30/day Hand Auger wlSlide Hammer $40/day Hach Ferrous Iron Test Kit $5/each Hach Hydrogen Peroxide Test Kit $5/each Honiba $15lday Hydac Meter $15/day LEL/02 Meter $55/day Lever C Safety Equipment $85/day Locking Well Cap - 2" $25/each Locking Well Cap - 4" $30/each Magnehelic Meter $201day Magnetometer $50/day Metal Detector $15/day OiliWater Interface Probe $55/day Organic Vapor Meter (OVM)/Organic Vapor Analyzer (OVA) $651day Oversized B&W Plots $bleach Oversized Color Plots $15/each Ozone Sensor/Meter $55/day Penetrometer $30/day Peristaltic Pump $50/day pH/Temp./Conductivity Meter/Temperature Meter $25/day Photoionizalien Detector (PID) $110/day Safety Equipment — Level B $165/day 1:113SOrAsab\O-Rate Seheduks\Stantec 2009 MASTER_ER Rate ScbedakTable 3_w TiCns.doc STANTEC 2009 RATE SCHEDULE ENVIRONMENTAL PRACTICE AREA Stantec STANTEC 2009 SCHEDULE OF HOURLY RATES AND DISBURSEMENTS (Page 3 of 3) Standard Field Equipment (continued): Standard Field Equipment Safety Equipment— Level C Rate $851day Safety Equipment — Modified Level D $50lday Sampling Supplies/Disposables (Welts) $25/each Soil Gas Probe and Air Pump $35/each Soil Sample Ring/Tube/Sleeve $5/each Soil Sample Jars (Large) $7/each Soli & Groundwater Test Kits (PCBrTPHIPentachlorophenoi $60/each Survey Level and Transit $86/day Surge Block $25/day SVE Equipment $3001day Tedlar Bag $15leach Temperature Meter $15lday Turbidity Meter $30/day Vacuum Pump $45/day Vapor Extraction Pilot Study Kit $60/day VE Blower (Portable Unit) $55/day Wel Locks $20/each Water Level Indicator $25/day Water Pump Generator (Electric/Gas) $60lday Well Sampling/Purging Pump $451day I:Uioposels\O-Rae SehedaleslSlaacec RON MASTER_ER Rate Schedule Tade 3_w Tiltes,doe RESOLUTION NO. 2009 — 250 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND STANTEC CONSULTING, INC., IN THE NOT -TO -EXCEED AMOUNT OF $30,000 TO SERVE AS A "QUALIFIED ENVIRONMENTAL PROFESSIONAL" FOR THE CITY'S BROWNFIELD REVOLVING LOAN FUND PROGRAM FOR A PERIOD OF FIVE YEARS WHEREAS, the City of National City has been awarded a $1 million grant from the United States Environmental Protection Agency to establish a Brownfield Revolving Loan Fund ("RLF") Program for the remediation of eligible properties contaminated with hazardous materials; and WHEREAS, terms of the grant require the City to retain a Qualified Environmental Professional to oversee City RLF-funded remediation projects where regulatory oversight will be provided by the County or City; and WHEREAS, in compliance with procurement requirements for the grant, the City issued a competitive Request for Qualifications for said Qualified Environmental Professional, including an invitation to minority owned, women -owned, and disadvantaged businesses; and WHEREAS, Stantec Consulting, Inc., responded to said Request for Qualifications and has been determined to be qualified by experience and ability to serve as Qualified Environmental Professional for the RLF Program for the not -to -exceed amount of $30,000 for a period of five years. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement by and between the City of National City and Stantec Consulting, Inc., in the not -to -exceed amount of $30,000 for a period of five years to provide services as a "Qualified Environmental Professional" to oversee remediation projects funded through the City's Brownfield Revolving Loan Fund Program. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 20th day of October 009. on Morrison, Mayor ATTEST: APPROVED AS TO FORM: Mi ael R. Dalla, City rk George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on October 20, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California iaiClw' N lerk of the City City f National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-250 of the City of National City, California, passed and adopted by the Council of said City on October 20, 2009. City Clerk of the City of National City, California By: Deputy c aooq•cts City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE October 20. 2009 AGENDA ITEM NO. 18 (1—ITEM TITLE A resolution approving an Agreement with Stantec Consulting Inc. to serve rr as "Qualified Environmental Professional" for the City's Brownfield Revolving Loan Fund Program for a period of five years not to exceed $30,000. PREPARED BY ()tit Patricia Beard ext 4255 A Redevelopment Manager DEPARTMENT �� Redevelopment Division EXPLANATION The City of National City was awarded a $1 million grant by the US Environmental Protection Agency ("EPA") in order to establish a Revolving Loan Fund ("RLF") to assist with eligible remediation projects on properties contaminated by hazardous materials. As part of the RLF grant requirements from EPA, the City must retain a Qualified Environmental Professional to provide oversight for remediation projects not overseen by a state agency. In compliance with EPA procurement requirements, the City conducted a competitive Request for Qualifications ("RFQ") process including an invitation to minority, women -owned and disadvantaged businesses. Stantec Consulting, Inc, responded to the RFQ and is a qualified environmental professional firm, which received strong references during staff due diligence. Staff requests the City Council to consider approving an Agreement for QEP services for the RLF Program. Please see the attached Background Report for a thorough explanation. Environmental Review Not applicable. Financial Statement The contract is not to exceed $30,000 during the five year period of the RLF grant and will be paid using federal grant funds. Account No STAFF RECOMMENDATION Adopt the resolution. BOARD / COMMISSION RECOMMENDATION STRATEGIC GOAL: 2b) Aggressively seek funding from local, state and federal sources ATTACHMENTS 1. Background Report 2. Proposed Agreement Resolution No. ZNcoax o:AATED October 27, 2009 Ms. Carole Farr Stantec Consulting, Inc. 2655 Camino Del Rio North, Suite 302 San Diego, CA 92108 Dear Ms. Farr, OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Della, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax On October 20th, 2009, Resolution No. 2009-250 was passed and adopted by the City Council of the City of National City, authorizing execution of an agreement with Stantec Consulting, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Community Development Commission