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HomeMy WebLinkAbout2014 CON Atkins North America - CIP Project Suppot ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ATKINS NORTH AMERICA, INC. THIS AGREEMENT is entered into this 19th day of August, 2014, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Atkins North America, Inc., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, the CITY has determined that the CONSULTANT is a sewer system management, civil engineering, Americans with Disability Act (ADA) / Universal Design and community outreach 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. F'NGAGEMENT 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", including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. 1 Atkins North America On -Call Agreement, August 2014 The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the Project Coordinator. The CONSULTANT shall appear at meetings as required by the Project Coordinator to keep staff and City Council advised of the progress on projects. 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 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/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. Cynthia S. Peraza, 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 materials, consistent with Exhibit "B". The total cost for services described in Exhibit "A" shall not exceed S500,000 (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 the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. 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. 2 Atkins North America On -Call Agreement, August 2014 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. J'FFFCTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on August 19, 2014. The duration of this Agreement is for the period of August 19, 2014 through August 18, 2016. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through August 18, 2017. 7. pISPOSITION 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 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. JNDEPENDENT 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, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement 3 Atkins North America On -Call Agreement. August 2014 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. S'OMPI,IANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its 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. J,JCENSES, 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 4 Atkins North America On -Call Agreement, August 2014 products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. S'ONFIDENTIAI, 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. The 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 5 Atkins North America On -Call Agreement, August 2014 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. 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 insured, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, with a $5,000,000 Umbrella Excess Liability policy 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 insured, 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 Califomia Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 6 Atkins North America On -Call Agreement, August 2014 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. J ,ECAL 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 fmal and conclusive upon the 7 Atkins North America On -Call Agreement, August 2014 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 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: 8 Atkins North America On -Call Agreement. August 2014 To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Cynthia S. Peraza, P.E. Senior Project Manager Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, CA 92130 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City 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. 9 Atkins North America On -Call Agreement, August 2014 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. 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, 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 10 Atkins North America On -('all Agreement, August 2014 opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NA IONAL CITY By: Morrison, Mayor ATKINS NORTH AMERICA, INC. By: f e th B ' s, Senior .P. By• j-DUw`17 ltf\f‘ r Barry Schulz, .0.0. fir• 11 Atkins North America On -Call Agreement, August 2014 ATKINS February 24, 2014 Mr. Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering and Public Works 1243 National City Boulevard National City, CA 91950 EXHIBIT "A" Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, California 92130 Telephone: +1.858.514.1014 Fax: +1.858.259.0741 www.atkinsglobal.com/northamerica Subject: On -Call Project Support Services for National City's Capital Improvement Program: Civil Engineering; ADA and Universal Design; Sewer System Management; Community Outreach Dear Mr. Manganiello, The City of National City (City) is seeking consultants to provide on -call project support services for the City's Capital Improvement Program (CIP). The City requires a consultant with the resources, knowledge, and expertise to provide fiscally responsible, creative solutions to achieve its CIP goals. Atkins has extensive experience developing precisely these types of solutions. For the past 30 years, Atkins has been providing engineering consulting and staff extension services throughout San Diego, saving money by developing innovative and cost-effective solutions to meet clients' project challenges. We also have experience working closely with local, state, and federal agencies having jurisdiction over southern California. The proposed services will require a project team that thoroughly understands the issues associated with providing an array of services, such as: civil engineering, Americans with Disability Act (ADA) and Universal Design, sewer system management, and community outreach. Atkins is interested in providing these services to the City. We are familiar with City staff through our continued work with the City including performing the current sewer user rate study, annual tax roll billing, and providing on going San Diego Metro financial and engineering support. By selecting Atkins, the City will engage a firm that truly understands the City's needs and knows City staff. In addition, Atkins' team provides several advantages to the City, as described below. Depth of in-house resources assures the City will receive continuity on each project from one cohesive team. With more than 175 professionals in our California offices (located in both northern and southern California), we can meet your full range of consulting team requirements. Our team members have experience providing as -needed services to local agencies, and we understand the procedures of local governments for the design, award, and construction of CIP projects. Comprehensive approach and methodology saves the City time and money. We have the demonstrated ability to tailor an approach and methodology to meet City needs. The comprehensive approach outlined in our proposal illustrates our knowledge of and experience with delivering quality projects on time and within budget. Demonstrated track record provides the City with expertise and experience to exceed each project goal. Atkins offers a dedicated team experienced in the management and implementation of private and public sector improvements for successful project completion, is capable of independent engineering judgments and decisions, and is knowledgeable of the requirements to comply with all the local, state, and federal requirements. Our team has successfully worked together on similar projects for clients that include the City of Imperial Beach, County of San Diego, San Diego Unified Port District, and Otay Water District. Our strong professional relationships, interconnected expertise, and thorough knowledge of the specific needs of cities, districts, and agencies have resulted in exceeding our client's expectations and allowed us to develop long- term working relationships with our clients. Atkins is dedicated to the success of your projects. We are proud of our depth of experience and flexibility and are ready to take on any services as needed. Atkins stands by its commitments and our team approach will result in value and cost savings for the City. We look forward to continuing to work with City staff. If you have questions or require additional information, please contact me at 1.858.514.1007 or by email at carmen.kasner@atkinsglobal.com. Cordially, 7E. Carmen C. Kasner, PE Principal -in -Charge 0414.038649.0214 ATKINS EXHIBIT "B" ATKINS SOUTHWEST INFRASTRUCTURE STANDARD RATE SCHEDULE, EFFECTIVE JANUARY 1, 2014 ENGINEERING SERVICES Principal Engineer V $265.00 Principal Engineer IV 240.00 Principal Engineer III 220.00 Principal Engineer II 200.00 Principal Engineer I 190.00 Supervising Engineer II 180.00 Supervising Engineer I 165.00 Senior Engineer III 155.00 Senior Engineer II 145.00 Senior Engineer I 135.00 Engineer III 125.00 Engineer II 115.00 Engineer I 105.00 Engineering Aide 70.00 CONSTRUCTION RELATED SERVICES Senior Construction Manager $175.00 Senior Project Engineer (Const.) 155.00 Construction Manager 140.00 Prevailing Wage Field Rep.** 125.00 Senior Field Representative* 115.00 Construction Management Rep. II* 100.00 Construction Management Rep. I* 90.00 Sr. Contract Administrator 100.00 Contract Administrator 85.00 ENVIRONMENTAL SCIENCE SERVICES Supervising Scientist $225.00 Senior Scientist III 180.00 Senior Scientist II 165.00 Senior Scientist I 140.00 Scientist III 125.00 Scientist II 110.00 Scientist I 90.00 Assistant Scientist 75.00 Research Assistant 60.00 PUBLIC AFFAIRS/COMMUNITY RELATIONS Project Manager $170.00 Community Relations Specialist 140.00 Assistant Project Manager 125.00 Account Coordinator 80.00 Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, Califomia 92130 Telephone: +1.858.874.1810 Fax: +1.858.259.0741 www.atk insg loba 1. com/northamerica OTHER PROFESSIONAL SERVICES Principal Professional $196.00 Supervising Professional 170.00 CASp/Access Specialist 150.00 Sr. Professional III / Sr. GIS Analyst III 150.00 Senior Professional II / Sr. GIS Analyst II 135.00 Senior Professional I / Sr. GIS Analyst I 122.00 Professional II / GIS Analyst II 101.00 Professional I / GIS Analyst I 88.00 DESIGN & GRAPHIC SERVICES Senior Designer IV $165.00 Senior Designer III 140.00 Senior Designer 11 135.00 Senior Designer I 120.00 Designer II 110.00 Designer I 100.00 Graphics Designer 11 100.00 Graphics Designer I 95.00 CAD Technician III 95.00 CAD Technician 11 85.00 CAD Technician I 70.00 LANDSCAPE ARCHITECTURE Sr. Landscape Architect $180.00 Sr. Landscape Architect II 120.00 Landscape Architect I 100.00 ADMINISTRATIVE SERVICES Senior Administrator II $135.00 Senior Administrator I 115.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant I 80.00 Administrative Assistant III 75.00 Administrative Assistant II 65.00 Administrative Assistant I / Clerk 60.00 * Non -Prevailing Wage ** Prevailing Wage Rate - Overtime will be charged at 1.25 times and Sundays and holidays will be charged at 1.70 times the above rates. EXPENSES AND OUTSIDE SERVICES Identifiable non -salary costs that are directly attributable to the project, such as reproduction costs, telephone charges, mileage, postage, etc., are billed at actual cost plus 10 percent to cover overhead, administration, and insurance costs. Fees for litigation and expert witness services will be charged at $450.00 per hour with a 4-hour minimum per day. Computer Aided Drafting, hydrologic water, sewer and stormwater modeling, GIS, automated mapping, database and web programming, etc., is charged at $5 per labor hour. If applicable, a vehicle allowance of $8.00 per hour will be charged for the use of a company vehicle assigned to an inspector. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business. C:\Users\182441Desktop\CP 2014 Standard Rate Sheet -San Diego.doca AR o CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 �6;01,2p 4) 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 Willis of New York, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230-5191 CONTACT PHON PHONE (AirE-M No Fyn877-945-7378 FAX No) 688-467-2378 AnnRlFsa certificates@willis.com INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA. Greenwich Insurance Company 22322-001 INSURED Atkins North America, Inc. 2001 NW 107th Avenue Miami, FL 33172-2507 1 INSURERB. American Guarantee & Liability Insurance 26247-001 INSURERC: Underwriter's at Lloyds 15792-001 INSURER D: INSURER E. INSURERF, • 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 ITR TYPE OF INSURANCE ADD'L INgPC SUBF wvn POLICY NUMBER POLICYEFF 4MM/nn1YYYY1 4/1/2014 POLICY EXP (MM/r1n/YYYY1 4/1/2015 LIMITS A GENERAL LIABILITY X1 COMMERCIAL GENERAL LIABILITY Y CGG740901603 EACHOCCURRENCE $ 1,000,000 PREMISESO(Ea RENTED $ 300,000 X _J CLAIMS -MADE X I OCCUR Contractual Liability MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1 ,000, 000 GENERAL AGGREGATE $ 2,000.000 GEN'L AGGREGATE LIMITAPPLIES PER. POLICY X PIPCOT r XLOC PRODUCTS-COMP/OPAGG $ 2,000,000 A AUTOMOBILE X J X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS NON -OWNED Y CAH740901703 4/1/2014 4/1/2015 Ea a acidEDISINGLELIMIT $ 2,000,000 BODILY INJURY(Per person) $ BODILY INJURY(Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLALIAB EXCESS LIAB X ' OCCUR CLAIMS -MADE AUC924234902 4/1/2014 4/1/2015 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION$ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE"NN OFFICER/MEMBER EXCLUDED? Mandatory in NH) F yes, describe under 1 DESCRIPTION OF OPERATIONS below NIA y CWG740901503 4/1/2014 4/1/2015 X nRYTAMn51 OFR E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 EL DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability -Claims Made B080111209P14 4/1/2014 4/1/2015 $1,000,000 Each Claim & $1,000,000 Annual Aggregate 11/11/1961 Retrodate DESCRIPTION OF OPERATIONS! LOCATIONS I VEHICLES (Attach Acord 101, Additional Remarks Schedule, It more space is required) RE: 2014 As -Needed Consulting Services Greenwich Insurance Companies Beat Rating A XV American Guarantee and Liability Insurance Company Beat Rating A+ XV Underwriters at Lloyd's London AM Best Rating: A XV. Professional Liability policy written on claims -made basis. DER City of National City 1243 National City Blvd. NatCity Attorney 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. AUTHORIZEDREPRESENTATIVE �t iiii* ACORD 25 (2010/05) 0114480571 Tp1:1788062 Cart:21904716 ©1988-2010ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 33004588 ACORO® LOC#: ADDITIONAL REMARKS SC AGENCY Willis of New York, Inc. NAMED INSURED Atkins North America, Inc. 2001 NW 107th Avenue Miami, FL 33172-2507 POLICY NUMBER See First Page CARRIER See First Page AflfllTl/INI AI ocun ovc NAIC CODE EFFECTIVE DATE: See First Page THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE There are no Deductibles or Self -Insured Retentions on the General Liability, Automobile Liability and Workers Compensation and Umbrella coverages. City of National City, its officers, agents, employees, and volunteers are Additional Insureds on the General Liability and Automobile Liability on a Primary and Non -Contributory basis, if required by contract, with respect to the operations of the insured on the above listed project. Waiver of Subrogation applies in favor of City of National City, its officers, agents, employees, and volunteers with respects to Workers' Compensation, as permitted by law. ACORD 101 (2008/01) Co11: 4480571 Tp1:1788062 Cert: 21904716 ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CGG740901603 COMMERCIAL GENERAL LIABILITY CG20100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE. VARIOUS AS REQUIRED PER WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG20100704 B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. © ISO Properties, Inc., 2004 Page 1 of 1 0 POLICY NUMBER:CGG740901603 COMMERCIAL GENERAL LIABILITY CG20370704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations): Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE. VARIOUS AS REQUIRED PER WRITTEN CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sche- dule of this endorsement performed for that addi- tional insured and included in the "products - completed operations hazard". CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 D POLICY NUMBER: CAH740901703 XIC4111007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM • A. LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury" or "property damage" otherwise covered under this Policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered "auto"; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered "auto" with your permission; Provided that: a. The written contract is in effect during the policy period of this Policy; b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury" or "property damage" for which liability coverage is sought; and c. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by contract and, in no event shall the Limits of Insurance set forth in this Polley be increased by the contract. C. General Conditions, Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this Policy be primary. All terms, conditions, exclusions and limitations ofthis Policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract. All other terms and conditions of this policy remain unchanged. XIC 411 1007 (Authorized Representative) © 2007, XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 {Ed. 4-84) WAIVER OF OUR RIGHT To RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit: any one not named in the Schedule. Schedule As required by written contract This endorsement changes the policy to which it is attached effective on the date issued unless otherwise stated. (The information below is requ,red onfy when this endorsement is issued subsequent to preparation of the policy) Endorsement Effective Policy No. CWG740901503 Endorsement No. Insured Atkins North America, Inc. Premium Insurance Company Greenwich Insurance Company ,VAcz6? WC000313 {Ed. 4/84) 1983 National Council on Compensation Insurance POLICY NUMBER: CGG740901603 COMMERCIAL GENERAL LIABILITY CG 02 2410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: . COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 90 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than Policy Condition or as amended by an applicable nonpayment of premium, the number of days state cancellation endorsement, is increased to the required for notice of cancellation, as provided in number of days shown in the Schedule above. paragraph 2. of either the CANCELLATION Common CG022410 93 Copyright, Insurance Services Office, Inc., 1992 POLICY NUMBER: CAH740901703 XIC4051007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CANCELLATION BY US This endorsement modifies insurance provided u.nderthe following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Changes In Conditions The number of days required for notice of cancellation by us for any reason other than nonpayment of premium, as provided in either paragraph 2. of the CANCELLATION Common Policy condition or as amended by an applicable state cancellation endorsement, is extended to the number of days shown in the Schedule below: SCHEDULE Number of Days' Notice:90 All other terms and conditions of this policy remain unchanged. XIC 405 1007 (Authorized Representative) © 2007, XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY we 99 0110 (Ed.1/0B) THIS ENDORSEMENT CHANGES THE POLICY_ PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY Number of Days Notice:90 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in PART SIX """ CONDITIONS, D. Cancelation of the Workers' Compensation and Employers' Liability Insurance Policy or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. All other terms and conditions remain the same. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective April 1, 2014 Insured ATKINS NORTH AMERICA, INC. Policy No. CWG740901503 Endorsement No. Insurance CompanyGreenwich Insurance ConlpBKtersigned by We 99 0110 Ed. 1/08 rv, 2007 XL America. Inc. . Willis Limited FINEX Global INSURED: CONTRACT ENDORSEMENT WS Atkins Plc and as more fully defined in the contract PERIOD: 1 Apri12014to 31 March 2015 TYPE: Insurance of UK P1 Generic Primary UNIQUE MARKET REFERENCE: B08011 1209P 14 ENDORSEMENT REFERENCE: 0002 wilhs EFFECTIVE DATE: I April2014 local standard time at the address of the Insured. Il is hereby noted and agreed that with effect from the effective date above the following General Condition is added to the policy: "If INSURERS cancel this policy prior to its expiry date by notice to the INSURED for any reason, INSURERS will send written notice of cancellation to the persons or organizations listed in the schedule to becreated and maintained by the INSURED (the "Cancellation Notice Schedule") at least 30 days prior to the cancellation date applicable to the policy. This notice will be in addition to any notice to the INSURED. The INSURED will provide an updated copy of the Cancellation Notice Schedule to Insurers on a monthly basis. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Cancellation Notice Schedule in the event of a pending cancellation of coverage. INSURERS have no legal obligation of any kind to any such person(s) or organization(s). Any failure to provide advance notice of cancellation to the person(s) or organization(s) named in the Cancellation Notice Schedule will impose no obligation or liability of any kind upon INSURERS, will not extend any policy cancellation date and will not negate any cancellation of the policy. INSURERS are not responsible for verifying any information in any Cancellation Notice Schedule, nor are INSURERS responsible for any incorrect information that the INSURED may use." All other terns and conditions remain unaltered. Willis Limited WUv10R1!I Willis internal Rei' 0002 1 RESOLUTION NO. 2014 — 115 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH ATKINS NORTH AMERICA, INC., FOR A NOT -TO -EXCEED AMOUNT OF $500,000, TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROJECTS, INCLUDING BUT NOT LIMITED TO, SEWER SYSTEM MANAGEMENT, PREPARATION OF SEWER USER RATE STUDIES AND ANNUAL TAX ROLL BILLING, CIVIL ENGINEERING, AMERICANS WITH DISABILITY ACT / UNIVERSAL DESIGN, AND COMMUNITY OUTREACH WHEREAS, National City's current 5-Year Capital Improvement Projects ("CIP") is projected to deliver over $60 Million in major public improvements, such as corridor enhancements for traffic calming, pedestrian and bicycle safety, and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low Impact Development ("LID") measures for treatment of urban runoff; Americans with Disabilities Act enhancements; park amenities; mechanical, electrical and air conditioning ("HVAC") upgrades to City -owned buildings; and affordable housing projects, including infill transit -oriented development; and WHEREAS, in order to design, manage, and deliver these projects on schedule and within budget, the Department of Engineering and Public Works advertised a Request for Qualifications ("RFQ") for various engineering and construction support services on January 27, 2014, and received approximately 70 Statement of Qualifications ("SOQs") from various firms; and WHEREAS, based on the strength of their SOQ and interview, staff recommends executing an agreement with Atkins North America, Inc., for the•not-to-exceed amount of $500,000, to provide on -call project support services for National City's CIP projects, including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act / Universal Design, and community outreach. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Atkins North America, Inc., for a not -to -exceed amount of $500,000, to provide on -call project support services for National City's CIP projects, including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability / Universal Design, and community outreach. The Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of Augus 4. n Morrison, Mayor ATTEST: C Mi y Clerk c ael R. Dalia t C Cit OVED AS TO FORM: acitua Silva ey Passed and adopted by the Council of the City of National City, California, on August 19, 2014 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios. Nays: None. Absent: Councilmember Sotelo-Solis. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California A City CI= k of the City of ffational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-115 of the City of National City, California, passed and adopted by the Council of said City on August 19, 2014. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: August 19, 2014 AGENDA ITEM NO. 6 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with Atkins North America, Inc. for a not -to -exceed amount of $500,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach PREPARED BY: Stephen Manganiello PHONE: 619-336-4382 EXPLANATION: See attached. DEPARTMENT: Engineering & Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Funded through various CIPs, on an as -needed basis ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution r Explanation: The City's current 5-Year Capital Improvement Program (CIP) is projected to deliver over $60 million in major public improvements. Approximately $25 million, or 40% of the CIP budget, is funded through active Federal, State and Regional "competitive" grants. Projects include corridor enhancements for traffic calming, pedestrian and bicycle safety, and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low -Impact Development (LID) measures for treatment of urban runoff; Americans with Disabilities Act (ADA) enhancements; park amenities; mechanical, electrical and heating, ventilation, and air conditioning (HVAC) upgrades to City -owned buildings; and affordable housing projects including infill transit -oriented development. In order to design, manage and deliver these projects on schedule and within budget, the Department of Engineering & Public Works advertised a Request for Qualifications (RFQ) for various engineering and construction support services on January 27, 2014. Additional services requested via the RFQ include plan and map reviews, preparation of plat & legal descriptions, sewer system management and financial administration, and environmental compliance involving storm water, wastewater, and hazardous materials (HAZMAT). The RFQ was advertised on the City's Website, published in the Daily Transcript, and e-mailed to over 150 professional consultant firms. The Department received approximately 70 Statement of Qualifications (SOQs) from various firms, including Disadvantaged, Small and/or Minority Business Enterprises, by the February 24, 2014 deadline. Staff from the Department of Engineering & Public Works selected several firms based on qualifications for interviews. Based on the strength of their SOQ and interview, staff recommends executing an agreement with Atkins North America, Inc., for a not -to - exceed amount of $500,000, to provide on -call project support services for National City's CIP projects, including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach. See Exhibit "A" for general scope of work and Exhibit "B" for fee schedule. A copy of the SOQ submitted by Atkins North America is available for review in the Office of the City Engineer. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ATKINS NORTH AMERICA, INC. THIS AGREEMENT is entered into this 19th day of August, 2014, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Atkins North America, Inc., a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide on -call project support services for National City's Capital Improvement Program (CIP). WHEREAS, the CITY has determined that the CONSULTANT is a sewer system management, civil engineering, Americans with Disability Act (ADA) / Universal Design and community outreach 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", including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act (ADA) / Universal Design, and community outreach. The CONSULTANT will be expected to submit proposals for individual task orders in a timely manner, consistent with the general scope of services in Exhibit "A". Task order proposals shall include a detailed scope of work, schedule of deliverables and "not -to - exceed" cost estimate. The Project Coordinator will issue a Notice to Proceed upon approval of each individual task order. After issuance of a Notice to Proceed for each individual task order, the CONSULTANT will only receive compensation for actual work performed, on a time and materials basis, consistent with the detailed scope of work and within the limits of the "not -to - exceed" cost estimate. 1 Atkins North America On -Call Agreement, August 2014 The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the Project Coordinator. The CONSULTANT shall appear at meetings as required by the Project Coordinator to keep staff and City Council advised of the progress on projects. 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 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Public Works/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. Cynthia S. Peraza, 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 materials, consistent with Exhibit "B". The total cost for services described in Exhibit "A" shall not exceed $500,000 (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 the general scope of services in Exhibit "A", and the detailed scope of work and schedule of deliverables provided for individual task orders, as determined by the Project Coordinator. 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. 2 Atkins North America On -Call Agreement, August 2014 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 August 19, 2014. The duration of this Agreement is for the period of August 19, 2014 through August 18, 2016. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through August 18, 2017. 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 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, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement 3 Atkins North America On -Call Agreement, August 2014 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. S;'ONTROI ,. 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 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. J,JCENSES. PFRMITS. 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 CART. 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 4 Atkins North America On -Call Agreement, August 2014 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-D1SCRtM1NATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 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. The CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. JNDEMNIFICATION 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 5 Atkins North America On -Call Agreement. August 2014 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. 17. INSIIRANCFF. 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 insured, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, with a $5,000,000 Umbrella Excess Liability policy 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 insured, 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. 6 Atkins North America On -Call Agreement August 2014 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. J,EGAI, 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 7 Atkins North America On -Call Agreement. August 2014 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 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. jvOTICES. 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: 8 Atkins North America On -Call Agreement, August 2014 To CITY: Stephen Manganiello Director of Public Works/City Engineer Engineering & Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Cynthia S. Peraza, P.E. Senior Project Manager Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, CA 92130 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City 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 teens 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. 9 Atkins North America On -Call Agreement. August 2014 23. PRFVAII,ING 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. 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. L 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 1 0 Atkins North America On -Call Agreement, August 2014 opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY ATKINS NORTH AMERICA, INC. By: Ron Morrison, Mayor By: enneth Bu s, Senior By: /f� �`17 (-DCN,V1)0).al i1V\ z� arr Schul , .O.O. `Jc.t(?-}fo fc_ De.w 6Ylj APPROVED AS TO FORM: Claudia G. Silva City Attorney 1 1 Atkins North America On -Call Agreement, August 2014 EXHIBIT "A" ATKINS February 24, 2014 Mr. Stephen Manganiello Director of Public Works/City Engineer City of National City Department of Engineering and Public Works 1243 National City Boulevard National City, CA 91950 Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, California 92130 Telephone: +1.858.514.1014 Fax: +1.858.259.0741 www.atkinsglobal.com/northamerica Subject: On -Call Project Support Services for National City's Capital Improvement Program: Civil Engineering; ADA and Universal Design; Sewer System Management; Community Outreach Dear Mr. Manganiello, The City of National City (City) is seeking consultants to provide on -call project support services for the City's Capital Improvement Program (CIP). The City requires a consultant with the resources, knowledge, and expertise to provide fiscally responsible, creative solutions to achieve its CIP goals. Atkins has extensive experience developing precisely these types of solutions. For the past 30 years, Atkins has been providing engineering consulting and staff extension services throughout San Diego, saving money by developing innovative and cost-effective solutions to meet clients' project challenges. We also have experience working closely with local, state, and federal agencies having jurisdiction over southern California. The proposed services will require a project team that thoroughly understands the issues associated with providing an array of services, such as: civil engineering, Americans with Disability Act (ADA) and Universal Design, sewer system management, and community outreach. Atkins is interested in providing these services to the City. We are familiar with City staff through our continued work with the City including performing the current sewer user rate study, annual tax roll billing, and providing on going San Diego Metro financial and engineering support. By selecting Atkins, the City will engage a firm that truly understands the City's needs and knows City staff. In addition, Atkins' team provides several advantages to the City, as described below. Depth of in-house resources assures the City will receive continuity on each project from one cohesive team. With more than 175 professionals in our California offices (located in both northern and southern California), we can meet your full range of consulting team requirements. Our team members have experience providing as -needed services to local agencies, and we understand the procedures of local governments for the design, award, and construction of CIP projects. Comprehensive approach and methodology saves the City time and money. We have the demonstrated ability to tailor an approach and methodology to meet City needs. The comprehensive approach outlined in our proposal illustrates our knowledge of and experience with delivering quality projects on time and within budget. Demonstrated track record provides the City with expertise and experience to exceed each project goal. Atkins offers a dedicated team experienced in the management and implementation of private and public sector improvements for successful project completion, is capable of independent engineering judgments and decisions, and is knowledgeable of the requirements to comply with all the local, state, and federal requirements. Our team has successfully worked together on similar projects for clients that include the City of Imperial Beach, County of San Diego, San Diego Unified Port District, and Otay Water District. Our strong professional relationships, interconnected expertise, and thorough knowledge of the specific needs of cities, districts, and agencies have resulted in exceeding our client's expectations and allowed us to develop long- term working relationships with our clients. Atkins is dedicated to the success of your projects. We are proud of our depth of experience and flexibility and are ready to take on any services as needed. Atkins stands by its commitments and our team approach will result in value and cost savings for the City. We look forward to continuing to work with City staff. If you have questions or require additional information, please contact me at 1.858.514.1007 or by email at carmen.kasner@atkinsglobal.com. Cordially, Carmen C. Kasner, PE Principal -in -Charge 0414.038649.0214 ATKINS EXHIBIT "B" ATKINS SOUTHWEST INFRASTRUCTURE STANDARD RATE SCHEDULE, EFFECTIVE JANUARY 1, 2014 ENGINEERING SERVICES Principal Engineer V $265.00 Principal Engineer IV 240.00 Principal Engineer III 220.00 Principal Engineer II 200.00 Principal Engineer I 190.00 Supervising Engineer II 180.00 Supervising Engineer I 165.00 Senior Engineer III 155.00 Senior Engineer 11 145.00 Senior Engineer I 135.00 Engineer III 125.00 Engineer II 115.00 Engineer I 105.00 Engineering Aide 70.00 CONSTRUCTION RELATED SERVICES Senior Construction Manager $175.00 Senior Project Engineer (Const.) 155.00 Construction Manager 140.00 Prevailing Wage Field Rep.** 125.00 Senior Field Representative* 115.00 Construction Management Rep. II" 100.00 Construction Management Rep. I* 90.00 Sr. Contract Administrator 100.00 Contract Administrator 85.00 ENVIRONMENTAL SCIENCE SERVICES Supervising Scientist $225.00 Senior Scientist III 180.00 Senior Scientist II 165.00 Senior Scientist I 140.00 Scientist III 125.00 Scientist II 110.00 Scientist I 90.00 Assistant Scientist 75.00 Research Assistant 60.00 PUBLIC AFFAIRS/COMMUNITY RELATIONS Project Manager $170.00 Community Relations Specialist 140.00 Assistant Project Manager 125.00 Account Coordinator 80.00 Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, Califomia 92130 Telephone: +1.858.874.1810 Fax: +1.858.259.0741 www.atki nsglobal.cominortha meri ca OTHER PROFESSIONAL SERVICES Principal Professional $196.00 Supervising Professional 170.00 CASp/Access Specialist 150.00 Sr. Professional III / Sr. GIS Analyst 111 150.00 Senior Professional II / Sr. GIS Analyst II 135.00 Senior Professional I / Sr. GIS Analyst I 122.00 Professional II / GIS Analyst II 101.00 Professional I / GIS Analyst I 88.00 DESIGN & GRAPHIC SERVICES Senior Designer IV $165.00 Senior Designer III 140.00 Senior Designer II 135.00 Senior Designer I 120.00 Designer II 110.00 Designer I 100.00 Graphics Designer II 100.00 Graphics Designer I 95.00 CAD Technician III 95.00 CAD Technician II 85.00 CAD Technician I 70.00 LANDSCAPE ARCHITECTURE Sr. Landscape Architect $180.00 Sr. Landscape Architect II 120.00 Landscape Architect I 100.00 ADMINISTRATIVE SERVICES Senior Administrator II $135.00 Senior Administrator I 115.00 Senior Administrative Assistant III 95.00 Senior Administrative Assistant II 85.00 Senior Administrative Assistant I 80.00 Administrative Assistant 111 75.00 Administrative Assistant II 65.00 Administrative Assistant I / Clerk 60.00 * Non -Prevailing Wage ** Prevailing Wage Rate - Overtime will be charged at 1.25 times and Sundays and holidays will be charged at 1.70 times the above rates. EXPENSES AND OUTSIDE SERVICES Identifiable non -salary costs that are directly attributable to the project, such as reproduction costs, telephone charges, mileage, postage, etc., are billed at actual cost plus 10 percent to cover overhead, administration, and insurance costs. Fees for litigation and expert witness services will be charged at $450.00 per hour with a 4-hour minimum per day. Computer Aided Drafting, hydrologic water, sewer and stormwater modeling, GIS, automated mapping, database and web programming, etc., is charged at $5 per labor hour. If applicable, a vehicle allowance of $8.00 per hour will be charged for the use of a company vehicle assigned to an inspector. PAYMENT TERMS A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business. CWsersl18244Wesktop1CP 2014 Standard Rate Sheet -San Diego, daac RESOLUTION NO. 2014 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH ATKINS NORTH AMERICA, INC., FOR A NOT -TO -EXCEED AMOUNT OF $500,000, TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROJECTS, INCLUDING BUT NOT LIMITED TO, SEWER SYSTEM MANAGEMENT, PREPARATION OF SEWER USER RATE STUDIES AND ANNUAL TAX ROLL BILLING, CIVIL ENGINEERING, AMERICANS WITH DISABILITY ACT / UNIVERSAL DESIGN, AND COMMUNITY OUTREACH WHEREAS, National City's current 5-Year Capital Improvement Projects ("CIP") is projected to deliver over $60 Million in major public improvements, such as corridor enhancements for traffic calming, pedestrian and bicycle safety, and smart growth redevelopment; road diets and complete streets; safe routes to school; traffic signal modifications; street lights; sewer replacement and upsizing; storm drain improvements and implementation of Low Impact Development ("LID") measures for treatment of urban runoff; Americans with Disabilities Act enhancements; park amenities; mechanical, electrical and air conditioning ("HVAC") upgrades to City -owned buildings; and affordable housing projects, including infill transit -oriented development; and WHEREAS, in order to design, manage, and deliver these projects on schedule and within budget, the Department of Engineering and Public Works advertised a Request for Qualifications ("RFQ") for various engineering and construction support services on January 27, 2014, and received approximately 70 Statement of Qualifications ("SOQs") from various firms; and WHEREAS, based on the strength of their SOQ and interview, staff recommends executing an agreement with Atkins North America, Inc., for the not -to -exceed amount of $500,000, to provide on -call project support services for National City's CIP projects, including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability Act / Universal Design, and community outreach. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with Atkins North America, Inc., for a not -to -exceed amount of $500,000, to provide on -call project support services for National City's CIP projects, including, but not limited to, sewer system management, preparation of sewer user rate studies and annual tax roll billing, civil engineering, Americans with Disability / Universal Design, and community outreach. The Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 19th day of August, 2014. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalla, City Clerk 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 August 26, 2014 Ms. Cynthia Peraza Atkins North America, Inc. 3570 Carmel Mountain Road, Suite 300 San Diego, CA 92130 Dear Ms. Peraza, On August 196, 2014, Resolution No. 2014-115 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Atkins North America, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, ;Rt.-Jai a Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.