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HomeMy WebLinkAbout2013 CON E2 ManageTech - Westside Infill Transit Oriented Development (WI-TOD) - Mitigation PlanAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND E2 MANAGETECH, INC. THIS AGREEMENT is entered into this 3rd day of December, 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and E2 Managetech, Inc., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide environmental engineering services to implement a Property Mitigation Plan for development of the Westside Infill Transit -Oriented Development, pursuant to the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP. WHEREAS, the CITY has determined that the CONSULTANT is an environmental engineering firm 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 agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall 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 "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 25% from the base amount. 1 City's Standard Agreement —2011 revision 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer, 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. Daryl Hernandez, P.E. 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 $120,000 (the Base amount) without prior written authorization from the Project Coordinator. 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 3, 2013. The duration of this Agreement is for the period of December 3, 2013 through December 2, 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. The CONSULTANT 2 City's Standard Agreement —2011 revision 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 CONTRACTOR. 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 employees 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, unemploy- ment, 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(S) 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 or the CONSULTANT'S agents, servants, or employees are not 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 CONSULTANT, 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 3 City's Standard Agreement —2011 revision of its SUBCONSULTANT(S), shall obtain and maintain a current City ofNational City business license prior to and during performance of any work pursuant to this Agreement. 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 fonns 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. 4 City's Standard Agreement —2011 revision 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 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party. but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. 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 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. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act. or negligence under this Agreement that occurred during the term 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. 5 City's Standard Agreement —2011 revision 17. INSURANCE. The CONSULTANT. at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked 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"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". 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. if CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, 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. 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. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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 CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this 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. 6 City's Standard Agreement 2011 revision I. 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. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 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 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 7 City's Standard Agreement —2011 revision 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 7. 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 he directed to the following persons: To CITY: Stephen Manganiello City Engineer Engineering Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Daryl Hernandez, P.E. Principal 12396 World Trade Dr., Suite 314 San Diego, California 92128 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. 8 City's Standard Agreement —2011 revision 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 of National 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 corning 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. ❑ 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and. if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 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. 9 City's Standard Agreement 201I revision 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. 1. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiationsrand communications, oral or written, and contains the entire agreement between the parties as toghe 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the partics hereto. L. 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. 10 City's Standard Agreement-2011 revision CITY OF Ni TIONAL CITY By on Morrison, Mayor ROVED AS TO FORM: a G ilva City Att E2 MANAGETECH, INC. (Corporation— signatures of two corporate officers) By: JijJ e Moe -Reynolds CFO and Principal ryl Hernandez, P.E. Vice President and Principal 11 City's Standard Agreement —2011 revision EXHIBIT "A" Scope of Work Outline Property Mitigation Plan Approval & Implementation Westside Infill Transit Oriented Development (WI-TOD) Project 2100 Hoover Avenue and 2020 Hoover Avenue National City, CA The following Tasks pertain to work associated with Areas of Concern (ADCs) located within Parcels 1 and 2 as defined by the developer (i.e., 2100 and 2020 Hoover Avenue). The goal of this outlined approach is to prioritize completion of Task 1— Case Closures for Underground Storage Tanks (UST) such that the property mitigation plan (PMP) can be approved as soon as possible to allow for the removal actions to be completed during March 2014 demolition/site preparation activities. Task 1— Case Closures for USTs • 2100 Hoover Avenue (AOC-02) o Prepare Low Threat Closure Policy (LTCP) Checklist (includes Conceptual Site Model ICSMJ) o Regional Water Quality Control Board (RWQCB) to review and approve checklist o RWQCB issue case closure letter • 2020 Hoover Avenue (AOC-04) o Prepare a Technical Memorandum Work Plan for AOC-04 describing the proposed field procedures. Field procedures will be based on conference call with DTSC and RWQCB held on October 30, 2013. o Address five data gaps identified in LTCP letter. • install three temporary monitoring wells in the vicinity of the former UST • Collect three groundwater samples and analyze each for the presence of total petroleum hydrocarbons (TPH) as gasoline and diesel, benzene, toluene, ethylbenzene and xylene (BTEX), and oxygenates. • Collect three soil samples from the Bioattenuation Zone and analyze these samples for the presence of TPH-g, TPH-d, BTEX, and polycyclic aromatic hydrocarbon PAH compounds. o Develop a CSM for AOC-04 based on the results of the field investigation o Prepare a Summary Report Memorandum for AOC-04 to describe the field activities and observations and summarize the analytical results. The Summary Report Memorandum will also include a revised LTCP checklist. • Task 1 - Assumptions o 2100 Hoover Ave • Sufficient data exists for closing the case via LTCP (i.e., no additional field data is needed or required by RWQCB). • Results from the draft Supplemental Soil Vapor Survey (dated March 23, 2013) will be incorporated into the LTCP checklist. Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 o 2020 Hoover Ave • RWQCB is currently reviewing the 29 August 2013 LTCP letter. ■ RWQCB has not closed the case file as was previously reported. • Scope of work assumes that the recommended sampling strategy described in the 29 August 2013 letter will be approved by RWQCB and as discussed during a conference call held on October 30, 2013. • RWQCB will accept a limited Work Plan Technical Memorandum rather than a more traditional detailed Work Plan Document. ■ If RWQCB requests for additional well and/or soil samples, a revised cost estimate will be provided. • Cost estimate includes one round of review comments from RWQCB. ■ Field effort is based on the scope of work described in the 29 August 2013 letter. If RWQCB requests for additional data, the costs may change. Task 2 — Supplemental Investigations • AOC-08 o Revise Draft Supplemental Soil Vapor Survey report for submittal to the Department of Toxic Substances Control (DTSC). o Revised report will not include investigation efforts associated with AOC-02. o The draft report will be submitted to DTSC for review. o Cost includes addressing one round of comments from DTSC. o Final report will incorporate DTSC's comments. • AOC-03 Former 1,000-Gallon UST at 2020 Hoover Avenue o Prepare Work Plan Technical Memorandum for AOC-03 per PMP agreement o Soil Vapor Sampling Approach Described in PMP (i.e., 7 Probe Locations) o Prepare and submit a Summary Memorandum to report findings of vapor survey • AOC-04 Former Oil Water Separator o Incorporate with AOC-03 field investigation activities. o Collect two soil samples at a depth below the invert of the former oil/water separator (OWS) o Incorporate findings in Summary Memorandum Report for AOC-03 • Task 2 Assumptions o Field work associated with AOC-03 and -04 will be completed concurrently (i.e., separate mobilizations will not be required). o Soil samples associated with AOC-04 will be analyzed under standard turnaround time. Task 3 — Groundwater Well Abandonment • AOC-02 and -03 (i.e., 5 wells at AOC-02 and 4 wells at AOC-03) o Prepare and obtain well abandonment permit from Department of Environmental Health (DEH) Page 2 of 5 Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 o City will waive any encroachment permits for wells located in sidewalk or Hoover Avenue. o Three field days will be needed to abandon all 9 wells. o Total well footage totals 180 feet. o Hot -patch asphalt repair is not included. If necessary, fees will be incurred at $750 per location. Task 4 — Develop Removal Action Plan/Specification for AOC-08 • At AOC-08 two Hot Spot Areas Resulting from Supplemental Soil Vapor Survey o Prepare Removal Action Technical Memorandum or Addendum to the PMP for DTSC to review and approve. o Two hot spot areas exist for AOC-08. o Assist Project Professionals Corporation PPC with preparing bid specification to implement Removal Action Technical Memorandum o Removal Action Plan (RAP) will be completed by City's demolition or grading contractor. • Task 4 Assumptions o DTSC will not require additional delineation sampling at the two Hot Spot areas associated with AOC-08. Task 5 — Coordinate Final Approval of PMP • Finalize Categorical Exemption (for California Environmental Quality Act [CEQA] compliance), If a public notice is warranted, cost estimate does not include expenses associated with advertising the Categorical Exemption in local newspapers. • Coordinate Public Review of PMP o Assume limited public noticing (Le., 2 newspapers). o Mailers will not be required. • Limited modification to the PMP per Public Comments (if warranted) is included. Task 6 — Provide Technical Support During Remediation Bid Process • Incorporate summary of PMP in bid specifications per PPC direction. • Develop bid schedule of values for removal action -related activities to be included in bid package • Review relevant sections (i.e., sections related to PMP or removal actions) of the Bid Package Prepared by PPC, • Review and respond to requests for information submitted by potential bidders. • Allow one E2 representative (Daryl Hernandez) to attend 4-hour pre -bid meeting. • For the purpose of this cost estimate, we have assumed a 40-hour level of effort for Daryl Hernandez (Project Principal) to support PPC as required. As the required support services are further defined by PPC, the level of effort may be adjusted accordingly. Page 3 of 5 Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 Task 7 — Removal Action Field Oversight • AOC-01 Former Hydraulic Fluid Release Area o Provide field monitor to oversee removal action by City Contractor (this includes collecting and analyzing confirmation soil samples) o Prepare AOC Closure Technical Memorandum. • AOC-08 Hot Spot Areas o Provide field monitor to oversee removal action by City Contractor (this includes collecting and analyzing confirmation soil samples) o Prepare AOC Closure Technical Memorandum. • Task 7 Assumptions o E2 will provide a qualified representative to monitor the removal action activities conducted by the City's contractor. o The E2 field monitor will only be on site while removal actions are being conducted o The E2 field monitor will be responsible for collecting confirmation soil samples and documenting the removal action activities. o The E2 field monitor will be responsible for ensuring the removal action activities are completed in accordance with the PMP or appropriate Removal Action Technical Memoranda. o For budgetary purposes it is assumed that the removal action activities would be completed within 10 working days for 10 work hours each day. o Based on the PMP and prior environmental studies, it is estimated that up to 14 confirmation soil samples will be collected during the removal action activities. Each confirmation soil sample will be analyzed for TPH-carbon chain and volatile organic compounds (VOC). o Waste characterization samples will be collected in accordance with the receiving facility Waste Discharge Requirements. For the purpose of this estimate, it is assumed that four waste characterization soil samples will be collected. Each sample will be analyzed for Total Metals (TTLC Test), TPH, VOCs, and polychlorinated biphenyls (PCB). If additional analysis is required it will be billed at cost plus 8 percent markup. Task 8 — Reporting and AOC Closure • Prepare Closure Report for AOCs-01, -02, -03, and -04 • Closure report will incorporate all data associated with the above listed AOCs. • The cost estimate does not include costs for E2's toxicologist (Dr. Heriberto Robles) to conduct a site specific risk assessment. If the DTSC requires a site specific risk assessment rather than comparing confirmation sample results with published risk threshold values, approximately 32 labor hours at $150 per hour will be required for Dr. Robles to complete site specific risk assessment (total cost: $4,800). • One electronic draft version of the Closure Report will be provided to DTSC and PPC for review and comment. Page 4 of 5 Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 • Costs allow for one round of comments from each DTSC and PPC to be incorporated into the final document. • One electronic and two hard copies of the final Closure Report will be provided to each DTSC and PPC. 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THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy()es) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementisl. PRODUCER 858-452-2200 10717Water1Sorrento InsuValley Rd Ices 858 452-ti004 San Diego, CA 92121 NJE Insurance Services, Inc. CONTACT FAX NCNNo Ertl: ANC, No): ADDRESS: INBURER(8}AFFORDING COVERAGE NAIC # INSURER A: Hudson Insurance Company INSURED E2 ManageTech, Inc 5000 E Spring St. #720 Long Beach, CA 90815 INSURER B: INsuRERc: INSURER 0: INSURER E : INSURER F : ERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINRR TYPE OF INSURANCE ADDL BUBR NAFD POLICY NUMBER POLICY EFF (MMIDn1YYYYI POLICY EXP cm Primmer) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X ESB 1776-13-13-06 06/07/13 06/07/14 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50 OOD MED EXP (Any ono person) $ 5,000 CLAIMS -MADE X OCCUR PERSONAL &ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGO $ 2,000,000 G' EEN'L AGGREGTE LIMIT APPLIES PER, �" I POLICY 150 jE P1 LOC $ A AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED D DSAUTOS HIRE X SCHEDULED NON-OWNEDO AUTOS ESB 1776.13.13-05 06/07/13 06/07/14 COMBINED SINGLE LIMIT (Ea accidenll 2 000 000 $ r BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DA)> E (Per eoc?dent) $ $ A X UMBRELLA LIAB EXCESS LIAS X OCCUR CLAIMS -MADE ESB 1776-20-13-05 06/07/13 06/07/14 EACH OCCURRENCE $ 4,000,00D AGGREGATE $ 4,000,000 $ DED RETENT ON $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y i N ANY PROPRIETOR/PARTNER/EXECUTIVE j�( OFFICERfMEMBER EXCLUDED? I (Mandatory In NH) If yes, deeuibe under DESCRIPTION OF OPERATIONS below N 1 A WCSTATU- TORY I jk1ITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A A Professional Pollution ESB 1776.13-12.05 ESB 1776-13-12-05 06/07/13 06/07/13 06/07/14 06107/14 Per Claim 2,000,000 Per Gond 2,000,00D DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES `Attach ACORD 101, Additional Remarks Schedule If more space le required) PROFESSIONAL LIAB RETRO ACTIVE DATE: 6/7/02. THE ADDITIONAL INSUREDS ARE LISTED PER THE ATTACHED "NOTE PAGE" WITH RESPECTS TO GENERAL LIABILITY, BUT ONLY WITH RESPECTS TO LIABILITY ARISING OUT OF OPERATIONS OF THE NAMED INSURED PERFORMED ON BEHALF OF THE CERTIFICATE HOLDER. CITY OF NATIONAL CITY CIO CITY ATTORNEYS OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 I CITYATT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE T'�j�� v 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD NOTEPAD: HOLDER CODE CITYATT INSURED'S NAME E2 ManageTech, Inc E2MANA1 OP ID: AG PAGE 2 DATE 06/06/13 CITY EMPLOYEES OFYWIEE RI ARE DDITS TONAL CITYONATS L INNS EELIABILITY RpIFF�,i1CI L ,O UE S AUNTS GENERAL LIABILITY HE NAMED BUT ONINSURED PERFORMED ON BEHALF OF THENCE IFIICATE HOLDER. HUDSON SPECIALTY /INSURANCE COMPANY (A. New York Don'dolle d c d x ) ECO-PAK Additional Insured Owners, Lessees or Contractors AutomatioAssignment Endorsement In coneddentdoo of the protium: paid; it is boxdby undatatootl snd agreed t' at the following shell NPPlY PolicyNusnbott ESB 1776-13-13-05 Effective Itla tea 06/07/13 'lids endorse/MC ataodigss lamas ce provided outlet the applicable Policy coverage putt(o) &annul s Name of Pexetus or Otgstaitationt :hey paxatra(a) or organisation(a) wawa the MINED INSURED wrest, in a written cotatmot, to mule ae anadditional Jowled, shall be deed anINZWB D, liowcumt, this otatue exists crdy ft> the piquet epeelfaed in that contact but only with respect to that pastes ae o tgat itadan's vieaniwus liability arising out of ongoing opotations palmed fret that additional loomed. This endo meat doss twit apply to the Envitonruantal i+rnfoaaiottai I.lehittt; CO\rerage pert, s odwpaller restate gad coaa ►'etas a t riImule thei tame. f}.kit OSIZE.n SE TATIVE BS-COM-Me-VD Age s of s ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09.12.2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 NANTACT NAME: PHONE (A/C 888-828-8365 °AX A/C, No): E-M,AI�' ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC NSURER-A: Ace American Insurance Co. 22667 INSURED INSPERITY, INC. L/C/F E2 MANAGETECH, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 NSURER-B: NSURER-Cz NSURER-D: NSURER-E: NSURER-F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN S R LT R TYPE OF INSURANCE ADDL INSR SUB 4 WV 0 POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY MED EXP (Any une person) $ OLAIMS MADE n OCCUR PERSONAL& ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS — COMP/OP AGG $ GEN'L AGGREGATE LIMIT APPLIES PER. PROFESSIONAL LIABILITY $ POLICY PRO - JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per Person) $ ANY AUTO BODILY INJURY (Per acc,denq $ ALL OWNED AUTOS SCHEDULED AUTOS PROPERTY DAMAGE (Per accident) $ HIRED AUTOS — NON -OWNED AUTOS UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS MADE DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A C4791422A 10/01/2013 10/01/2014 X )C STATU- TORY LIMITS DTH- ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED2 I E.L. DISEASE — EA EMPLOYEE $ 1,000,000 IfNyes describe undeADATORY IN r E.L. DISEASE — POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES (Attach Acord 101, Additional remarks Schedule, if more space is required) RE Consulting Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE City of National City CIO City Attorneys Office 1243 National City Blvd National City, CA 91950 25 (2010/05) Acct#: 1170926 The ACORD name and logo are registered marks of ACORD ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DO/YYYY) 09-12-2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 CONTACT NAME: PHONE A/C E888-828-8365 FAX A/C,No): E-MAIL:IL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC NSURER-A: Ace American Insurance Co. 22667 INSURED INSPERITY, INC. UCIF E2 MANAGETECH, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 NSURER-B: NSURER-C: INSURER-D: NSURER-E: NSURER-F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVNTHSTANDING 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN s R LT R TYPE OF INSURANCE ADDL 1NSR SUB R VVV D POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY LAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL 8 ADV INJURY GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS — COMP/OP AGG PROFESSIONAL LIABILITY $ POLICY PRO - JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY ;Per Person) $ ANY AUTO BODILY INJURY (Per acadentj $ ALL OWNED AUTOS SCHEDULED Al1TOS PROPERTY DAMAGE (Per accdent) $ HIRED AUTOS — NON -OWNED AUTOS UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS MADE DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N/A . C4791422A 10/01/2013 10/01/2014 X WC STATU- TORY LIMITS TH- TIER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I E.L. DISEASE — EA EMPLOYEE $ 1,000,000 MANDATORY IN NH) f yes describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE —POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES (Attach Acord 101, Additional remarks Schedule, if more space is required) Waiver of Subrogation in Favor of City of National City Environmental Consulting in San Diego CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE City of National City CIO City Attorneys Office 1243 National City Blvd. National City, CA 91950 25 (2010/05) The ACORD name and logo are registered marks of ACORD Acct#: 1170926 RESOLUTION NO. 2013 — 185 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH E2 MANAGETECH, INC., IN THE AMOUNT OF $120,000 TO ASSIST STAFF WITH OBTAINING REGULATORY APPROVALS AND IMPLEMENTATION OF THE PROPERTY MITIGATION PLAN FOR ENVIRONMENTAL REMEDIATION OF THE WESTSIDE INFILL TRANSIT ORIENTED DEVELOPMENT (WI-TOD) PROJECT SITE LOCATED AT 2100 AND 2020 HOOVER AVENUE, PURSUANT TO THE CITY'S OBLIGATION TO THE FORMER REDEVELOPMENT AGENCY TO CARRY OUT THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND PARADISE CREEK HOUSING PARTNERS, LP WHEREAS on June 21, 2011, a Disposition and Development Agreement was approved for the development of the Westside Infill Transit -Oriented Development that required the Community Development Commission ("CDC") to complete environmental remediation so that affordable housing and public spaces can be developed within the project site; and WHEREAS, through a competitive Request for Qualifications process the City of National City selected E2 ManageTech, Inc., to provide environmental engineering services and program management for remediation of the WI-TOD site located at 2100 and 2020 Hoover Avenue; and WHEREAS, through E2 ManageTech's Agreement with the CDC, which was executed on September 6, 2011, E2 ManageTech prepared a comprehensive Property Mitigation Plan (PMP) for environmental remediation of the project site; and WHEREAS, based on E2 ManageTech's intimate knowledge of the project and involvement in preparing the PMP, and to meet the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP, staff recommends executing an Agreement with E2 ManageTech, Inc., in the amount of $120,000 to assist staff with obtaining regulatory approvals and implementation of the PMP for the WI-TOD Project. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with E2 ManageTech, Inc., in the not to exceed amount of $120,000 to provide environmental engineering services and program management for remediation of the WI-TOD site located at 2100 and 2020 Hoover Avenue, to meet the City's obligation to the former redevelopment agency to carry out the Disposition and Disposition Agreement by and between the Community Development Commission and Paradise Creek Housing Partners, LP. [SIGNATURE PAGE TO FOLLOW] Resolution No. 2013 — 185 Page Two PASSED and ADOPTED this 3rd day of December, 2013. ATTEST: ji Foe. Michae R. Dalla, City Clerk ROVED AS TO FORM: C City Attor citua Silva on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on December 3, 2013 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2013-185 of the City of National City, California, passed and adopted by the Council of said City on December 3, 2013. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT "EETING DATE: December 3, 2013 AGENDA ITEM NO. 15 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with E2 ManageTech, Inc. in the amount of $120,000 to assist staff with obtaining regulatory approvals and implementation of the Property Mitigation Plan for environmental remediation of the Westside Infill Transit Oriented Development (WI-TOD) Project site located at 2100 and 2020 Hoover Avenue, pursuant to the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners. LP PREPARED BY: Stephen Manganiello PHONE: 336-4382 EXPLANATION: See attached FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: MIS Funds available in account #001-499-500-598-3934 (WI-TOD) DEPARTMENT: Engineering APPROVED BY: ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: APPROVED: ` `t41 Finance STAFF RECOMMENDATION: Adopt resolution BOARD / COMMISSION RECOMMENDATION: N/A TTACHMENTS: 1. Explanation 2. Agreement 3. Resolution Explanation: The Community Development Commission (CDC) of the City of National City selected E2 ManageTech through a competitive Request for Qualifications process to provide environmental engineering services and program management for remediation of the WI-TOD site (located at 2100 and 2020 Hoover Avenue). Through their agreement with the CDC, which was executed on September 6, 2011, E2 ManageTech prepared a comprehensive Property Mitigation Plan (PMP) for environmental remediation of the project site. Based on E2 ManageTech's intimate knowledge of the project and involvement in preparing the PMP, and to meet the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP, staff recommends executing an agreement with E2 ManageTech in the amount of $120,000 to assist staff with obtaining regulatory approvals and implementation of the PMP for the WI-TOD Project. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND E2 MANAGETECH, INC. THIS AGREEMENT is entered into this 3rd day of December, 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and E2 Managetech, Inc., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide environmental engineering services to implement a Property Mitigation Plan for development of the Westside Infill Transit -Oriented Development, pursuant to the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP. WHEREAS, the CITY has determined that the CONSULTANT is an environmental engineering firm 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 agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall 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 "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 25% from the base amount. 1 City's Standard Agreement —20I I revision -1- 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer, 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. Daryl Hernandez, P.E. 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 $120,000 (the Base amount) without prior written authorization from the Project Coordinator. 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 3, 2013. The duration of this Agreement is for the period of December 3, 2013 through December 2, 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 2 City's Standard Agreement —2011 revision -2- reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 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 CONTRACTOR. 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 employees 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, unemploy- ment, 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(S) 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 or the CONSULTANT'S agents, servants, or employees are not 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 CONSULTANT, 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 3 City's Standard Agreement -2011 revision -3- of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 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. 4 City's Standard Agreement —201 I revision -4- 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 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. 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 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. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term 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. 5 City's Standard Agreement —2011 revision -5- 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. fJ 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"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, 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. 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. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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 CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this 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. 6 City's Standard Agreement —2011 revision -6- I. 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. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 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 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 7 City's Standard Agreement -2011 revision -7- 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 7. 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 CITY: Stephen Manganiello City Engineer Engineering Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Daryl Hernandez, P.E. Principal 12396 World Trade Dr., Suite 314 San Diego, California 92128 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. 8 City's Standard Agreement —2011 revision -R- 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 of National 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. ❑ 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 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. 9 City's Standard Agreemem —2011 revision -9- 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. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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. 10 -10- City's Standard Agreement —201 I revision CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney 11 E2 MANAGETECH, INC. (Coi pomion -• signatures of two corporals officers) By: J ' ie Moe -Reynolds CFO and Principal aryl Hernandez, P.E. Vice President and Principal City's Standard Agreement -2011 revision EXHIBIT "A" Scope of Work Outline Property Mitigation Plan Approval & Implementation Westside Infill Transit Oriented Development (WI-TOD) Project 2100 Hoover Avenue and 2020 Hoover Avenue National City, CA The following Tasks pertain to work associated with Areas of Concern (ADCs) located within Parcels 1 and 2 as defined by the developer (i.e., 2100 and 2020 Hoover Avenue). The goal of this outlined approach is to prioritize completion of Task 1—Case Closures for Underground Storage Tanks (UST) such that the property mitigation plan (PMP) can be approved as soon as possible to allow for the removal actions to be completed during March 2014 demolition/site preparation activities. Task 1— Case Closures for USTs • 2100 Hoover Avenue (AOC-02) o Prepare Low Threat Closure Policy (LTCP) Checklist (includes Conceptual Site Model [CSM]) o Regional Water Quality Control Board (RWQCB) to review and approve checklist o RWQCB issue case closure letter • 2020 Hoover Avenue (AOC-04) o Prepare a Technical Memorandum Work Plan for AOC-04 describing the proposed field procedures. Field procedures will be based on conference call with DTSC and RWQCB held on October 30, 2013. o Address five data gaps identified in LTCP letter. • Install three temporary monitoring wells in the vicinity of the former UST • Collect three groundwater samples and analyze each for the presence of total petroleum hydrocarbons (TPH) as gasoline and diesel, benzene, toluene, ethylbenzene and xylene (BTEX), and oxygenates. • Collect three soil samples from the Bioattenuation Zone and analyze these samples for the presence of TPH-g, TPH-d, BTEX, and polycyclic aromatic hydrocarbon PAH compounds. o Develop a CSM for AOC-04 based on the results of the field investigation o Prepare a Summary Report Memorandum for AOC-04 to describe the field activities and observations and summarize the analytical results. The Summary Report Memorandum will also include a revised LTCP checklist. • Task 1- Assumptions o 2100 Hoover Ave • Sufficient data exists for closing the case via LTCP (i.e., no additional field data is needed or required by RWQCB). • Results from the draft Supplemental Soil Vapor Survey (dated March 23, 2013) will be incorporated into the LTCP checklist. -12- Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 o 2020 Hoover Ave • RWQCB is currently reviewing the 29 August 2013 LTCP letter. • RWQCB has not closed the case file as was previously reported. • Scope of work assumes that the recommended sampling strategy described in the 29 August 2013 letter will be approved by RWQCB and as discussed during a conference call held on October 30, 2013. • RWQCB will accept a limited Work Plan Technical Memorandum rather than a more traditional detailed Work Plan Document. • If RWQCB requests for additional well and/or soil samples, a revised cost estimate will be provided. • Cost estimate includes one round of review comments from RWQCB. • Field effort is based on the scope of work described in the 29 August 2013 letter. If RWQCB requests for additional data, the costs may change. Task 2 — Supplemental Investigations • AOC-08 o Revise Draft Supplemental Soil Vapor Survey report for submittal to the Department of Toxic Substances Control (DTSC). o Revised report will not include investigation efforts associated with AOC-02. o The draft report will be submitted to DTSC for review. o Cost includes addressing one round of comments from DTSC. o Final report will incorporate DTSC's comments. • AOC-03 Former 1,000-Gallon UST at 2020 Hoover Avenue o Prepare Work Plan Technical Memorandum for AOC-03 per PMP agreement o Soil Vapor Sampling Approach Described in PMP (i.e., 7 Probe Locations) o Prepare and submit a Summary Memorandum to report findings of vapor survey • AOC-04 Former Oil Water Separator o Incorporate with AOC-03 field investigation activities. o Collect two soil samples at a depth below the invert of the former oil/water separator (OWS) o Incorporate findings in Summary Memorandum Report for AOC-03 • Task 2 Assumptions o Field work associated with AOC-03 and -04 will be completed concurrently (i.e., separate mobilizations will not be required). o Soil samples associated with AOC-04 will be analyzed under standard turnaround time. Task 3 — Groundwater Well Abandonment • AOC-02 and -03 (Le., 5 wells at AOC-02 and 4 wells at AOC-03) o Prepare and obtain well abandonment permit from Department of Environmental Health (DEH) Page 2 of 5 -13- Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 o City will waive any encroachment permits for wells located in sidewalk or Hoover Avenue. o Three field days will be needed to abandon all 9 wells. o Total well footage totals 180 feet. o Hot -patch asphalt repair is not included. If necessary, fees will be incurred at $750 per location. Task 4 — Develop Removal Action Plan/Specification for AOC-08 • At AOC-08 two Hot Spot Areas Resulting from Supplemental Soil Vapor Survey o Prepare Removal Action Technical Memorandum or Addendum to the PMP for DTSC to review and approve. o Two hot spot areas exist for AOC-08. o Assist Project Professionals Corporation PPC with preparing bid specification to implement Removal Action Technical Memorandum o Removal Action Plan (RAP) will be completed by City's demolition or grading contractor. • Task 4 Assumptions o DTSC will not require additional delineation sampling at the two Hot Spot areas associated with AOC-08. Task 5 — Coordinate Final Approval of PMP • Finalize Categorical Exemption (for California Environmental Quality Act (CEQA] compliance). If a public notice is warranted, cost estimate does not include expenses associated with advertising the Categorical Exemption in local newspapers. • Coordinate Public Review of PMP o Assume limited public noticing (i.e., 2 newspapers). o Mailers will not be required. • Limited modification to the PMP per Public Comments (if warranted) is included. Task 6 — Provide Technical Support During Remediation Bid Process • Incorporate summary of PMP in bid specifications per PPC direction. • Develop bid schedule of values for removal action -related activities to be included in bid package • Review relevant sections (i.e., sections related to PMP or removal actions) of the Bid Package Prepared by PPC. • Review and respond to requests for information submitted by potential bidders. • Allow one E2 representative (Daryl Hernandez) to attend 4-hour pre -bid meeting. • For the purpose of this cost estimate, we have assumed a 40-hour level of effort for Daryl Hernandez (Project Principal) to support PPC as required. As the required support services are further defined by PPC, the level of effort may be adjusted accordingly. Page 3 of 5 -14- Proposed Scope of Work Westside Infill Transit Oriented Development November 8, 2013 Task 7 — Removal Action Field Oversight • AOC-01 Former Hydraulic Fluid Release Area o Provide field monitor to oversee removal action by City Contractor (this includes collecting and analyzing confirmation soil samples) o Prepare AOC Closure Technical Memorandum. • AOC-08 Hot Spot Areas o Provide field monitor to oversee removal action by City Contractor (this includes collecting and analyzing confirmation soil samples) o Prepare AOC Closure Technical Memorandum. • Task 7 Assumptions o E2 will provide a qualified representative to monitor the removal action activities conducted by the City's contractor. o The E2 field monitor will only be on site while removal actions are being conducted o The E2 field monitor will be responsible for collecting confirmation soil samples and documenting the removal action activities. o The E2 field monitor will be responsible for ensuring the removal action activities are completed in accordance with the PMP or appropriate Removal Action Technical Memoranda. o For budgetary purposes it is assumed that the removal action activities would be completed within 10 working days for 10 work hours each day. o Based on the PMP and prior environmental studies, it is estimated that up to 14 confirmation soil samples will be collected during the removal action activities. Each confirmation soil sample will be analyzed for TPH-carbon chain and volatile organic compounds (VOC). o Waste characterization samples will be collected in accordance with the receiving facility Waste Discharge Requirements. For the purpose of this estimate, it is assumed that four waste characterization soil samples will be collected. Each sample will be analyzed for Total Metals (TTLC Test), TPH, VOCs, and polychlorinated biphenyls (PCB). If additional analysis is required it will be billed at cost plus 8 percent markup. Task 8 — Reporting and AOC Closure • Prepare Closure Report for AOCs-01, -02, -03, and -04 • Closure report will incorporate all data associated with the above listed AOCs. • The cost estimate does not include costs for E2's toxicologist (Dr. Heriberto Robles) to conduct a site specific risk assessment. If the DTSC requires a site specific risk assessment rather than comparing confirmation sample results with published risk threshold values, approximately 32 labor hours at $150 per hour will be required for Dr. Robles to complete site specific risk assessment (total cost: $4,800). • One electronic draft version of the Closure Report will be provided to DTSC and PPC for review and comment. Page 4 of 5 -15- Proposed Scope of Work Westside InfiII Transit Oriented Development November 8, 2013 • Costs allow for one round of comments from each DTSC and PPC to be incorporated into the final document. • One electronic and two hard copies of the final Closure Report will be provided to each DTSC and PPC. 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THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE" REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject t„ the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wateridge Insurance Services 10717 Sorrento Valley Rd. San Diego, CA 92121 NJE Insurance Services, Inc. INSURED E2 ManageTech, Inc 5000 E Spring St. #720 Long Beach, CA 90815 856.452-2200 858.452-8004 CONTACT NAME: PHONE ((gANC, N�o. Eat): ADDRESS IN8URERIS) AFFORDING COVERAGE INSURER A : Hudson Insurance Company INSURERS : FAX WC, No): NAIC l INSURER C : INSURER D-: INSURER E : INSURER F: COVERAGES. CERTIFICATE NUMBER: • THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR LTA . TYPE OF INSURANCE ADDL INSR SUER MD POLICY NUMBER POLICYEFF IMM/DD/yYYY)_IMM/DD!YYYY] POLICY EXP LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X ESB 1776-13-13.05 06/07/13 06/07/14 EACH OCCURRENCE $ 2,000,000 PREMISES Eeoccunencel $ 60,000 CLAIMS -MADE X OCCUR MEDEXP(Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: —} POLICY X PRO- n LOC PRODUCTS - COMP/OP AGG 3 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO X AUTOSULEO NON -OWNED AUTOS ESB 1776-13-13-05 06/07/13 06/07/14 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,1 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Par accident) $ 6 A X UMBRELLA LIAR EXCESS LIAB X - OCCUR CLAIMS -MADE ESB 1778-20-13-05 06/07/13 06/07/14 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 DED LnTIENT ON $ WORKERS COMPENSATION AND EMPLOYERS' LABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE in OFFICER/MEMBER EXCLUDED? (Mandatory In NH) Edescribe under DESCRIPTION OF OPERATIONS below N 1 A WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE 3 E.L. DISEASE - POLICY LIMIT 3 A A Professional Pollution ESB 1776-13-12.05 ESB 1776-13-12-05 08/07/13 06/07/13 08/07/14 06/07/14 Per Claim 2,000,000 Per Cond 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101, Additional Remark, Schedule 11 more ace le required) PROFESSIONAL LIAB RETRO ACTIVE DATE: 6/7/02. THE ADDITIONAL INSUREDS ARE LISTED PER THE ATTACHED "NOTE PAGE" WITH RESPECTS TO GENERAL LIABILITY, BUT ONLY WITH RESPECTS TO LIABILITY ARIS NG OUT OF OPERATIONS OF THE NAMED INSURED PERFORMED ON BEHALF OF THE CERTIFICATE HOLDER. CITYATT CITY OF NATIONAL CITY CIO CITY ATTORNEYS OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988.2010 ACORD CORPORATION.. All rights reserved. ACORD 26 (2010/05) The ACORD name and logo are registered marks of ACORD -18- NOTEPAD: HOLDER CODE GITYATT INSURED'S NAME E2 ManageTech, Inc E2MANAI PAGE 2 OP ID; AG DATE 06/06/13 PCWIT RESPECTSERTIFICATE OFFICER, GENERAL US AND TPRESTOASIUOPCITY _ITS ELECTED OFFITAL% EFAOTHENAMED INSURED LIABILITY _19_ HUDSON SPECIALTY INSURANCE COMPANY (A. New York moiliellit oration) ECO-PAK Additional Insure. Ownerai, Lessees or Contractors Automatic ,A eiginute nt Endorsement zn considetatio of the prep ivan pekt it is beaky undett4004 until ngmoed that th�c llowitig shut riPPIY to Policy Neumibeet E S B 1776-13-13-05 EfPcollveDmtes 06/07/13 '1"his endoree$tont tmadi8ea iaruaxnee provided uncles the applicable Policy coverage part(e) IJCIREIMILE Name of Pere= of Organization; Ikey perron(s) or organization(a) tvnatr. the NAMED INSURED weer, its z written contract, to name as to additional ineured, ehaii bedeemed anMIMED. Xlowever, this Mho euiett only for the piquet epedWed In that contract but only with mere to that pereca's of organization's vied iou$ iit<io1iity ariving On of wog oparationa performed for that additional hawed. Tide endorse nt does riot apply to the Entimninental Peafeeeioual Liability coverage part, AW adirrpollef tamaad °madam dud hernia tiye sure. /!V 9 OB1Z.ED RESENTArIVE ES$-COM4t06-279 NO ! of 1 -20- ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 09-12.2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 CONTACT NAME: PHONE (A/C E: 888-828-8365 =AX A/C, No): E-MAILIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC NSURER-A: Ace American Insurance Co. 22667 INSURED INSPERITY, INC. LICIF E2 MANAGETECH, INC. 19001 CRESCENT SPRINGS DRIVE KINGW00D, TX 77339 NSURER-B: NSURER-C: NSURER-D: NSURER-E: NSURER-F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN 5 R LT R TYPE OF INSURANCE ADDL INSR SUB R WV D POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL UABILITY MED EXP (Any one person) $ CLAIMS MADE OCCUR PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG $ PROFESSIONAL LIABILITY $ OLICY PRO- JECT� LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per Person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED AUTOS — SCHEDULED AUTOS PROPERTY DAMAGE (Per accident) $ HIRED AUTOS — NON -OWNED AUTOS U UMBRELLA LIAB XCESS LIAB — OCCUR CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE YM NIA C4791422A 10/01/2013 10/01/2014 X A'C STATU- TORY LIMITS CTH- -R E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (MANDATORY describe under{) If E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES (Attach Acord 101, Additional remarks Schedule, 11 more space Is required) RE: Consulting Services CERTIFICATE HOLDER CANCELLATION City of National City C/O City Attorneys Office 1243 National City Blvd National City, CA 91960 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE 25 (2010/05) The ACORD name and logo are registered marks of ACORD Acct#: 1170926 -21- ACO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 09-12-2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 ONTACT NAME: PHONE A/C No, Ext): 888-828-8365 FAX A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC NSURER-A: Ace American Insurance Co. 22667 INSURED INSPERITY, INC, LIC/F E2 MANAGETECH, INC. 19001 CRESCENT SPRINGS DRIVE KINGWOOD, TX 77339 NSURER-B: NSURER-C: NSURER-D: NSURER-E: NSURER-F: CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN a R LT R TYPE OF INSURANCE AWL INSR SUB R NfY 0 POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MM/DDIYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO - JECT _ LOC PROFESSIONAL LIABILITY $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per Person) $ 4LL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS — _ NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAB ^ CLAIMS MADE AGGREGATE $ DED I I RETENT ON$ A` WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A C4T91422A 10/0112013 10/01/2014 X NC STATU- TORY LIMITS TH- OFFICER/MEMBER EXCLUDED? I E.L. EACH ACCIDENT $ 1,000,000 (MANDATORY IN NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES (Attach Acord 101, Additional remarks Schedule, If more space is required) Waiver of Subrogation In Favor of City of National City Environmental Consulting In San Diego CANCELLATION City of National City C/O City Attorneys Office 1243 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS AUTHORIZED REPRESENTATIVE 25 (2010/05) Acct#: 1170926 The ACORD name and logo are registered marks of ACORD -22- RESOLUTION NO. 2013 — 185 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH E2 MANAGETECH, INC., IN THE AMOUNT OF $120,000 TO ASSIST STAFF WITH OBTAINING REGULATORY APPROVALS AND IMPLEMENTATION OF THE PROPERTY MITIGATION PLAN FOR ENVIRONMENTAL REMEDIATION OF THE WESTSIDE INFILL TRANSIT ORIENTED DEVELOPMENT (WI-TOD) PROJECT SITE LOCATED AT 2100 AND 2020 HOOVER AVENUE, PURSUANT TO THE CITY'S OBLIGATION TO THE FORMER REDEVELOPMENT AGENCY TO CARRY OUT THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND PARADISE CREEK HOUSING PARTNERS, LP WHEREAS on June 21, 2011, a Disposition and Development Agreement was approved for the development of the Westside Infill Transit -Oriented Development that required the Community Development Commission ("CDC") to complete environmental remediation so that affordable housing and public spaces can be developed within the project site; and WHEREAS, through a competitive Request for Qualifications process the City of National City selected E2 ManageTech, Inc., to provide environmental engineering services and program management for remediation of the WI-TOD site located at 2100 and 2020 Hoover Avenue; and WHEREAS, through E2 ManageTech's Agreement with the CDC, which was executed on September 6, 2011, E2 ManageTech prepared a comprehensive Property Mitigation Plan (PMP) for environmental remediation of the project site; and WHEREAS, based on E2 ManageTech's intimate knowledge of the project and involvement in preparing the PMP, and to meet the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP, staff recommends executing an Agreement with E2 ManageTech, Inc., in the amount of $120,000 to assist staff with obtaining regulatory approvals and implementation of the PMP for the WI-TOD Project. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with E2 ManageTech, Inc., in the not to exceed amount of $120,000 to provide environmental engineering services and program management for remediation of the WI-TOD site located at 2100 and 2020 Hoover Avenue, to meet the City's obligation to the former redevelopment agency to carry out the Disposition and Disposition Agreement by and between the Community Development Commission and Paradise Creek Housing Partners, LP. [SIGNATURE PAGE TO FOLLOW] Resolution No. 2013 — 185 Page Two PASSED and ADOPTED this 3rd day of December, 2013. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk December 16, 2013 Mr. Daryl Hernandez E2 ManageTech, Inc. 12396 World Trade Drive, Suite 314 San Diego, CA 92128 Dear Mr. Hernandez, On December 3rd, 2013, Resolution No. 2013-185 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with E2 ManageTech, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.