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HomeMy WebLinkAbout2014 CON KTU&A - CIP Project Support ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND KTU&A THIS AGREEMENT is entered into this 16th day of December, 2014, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and KTU&A a California 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 planning and landscape architecture firm specializing in transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and Geographic Information Systems (GIS), 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, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and GIS. 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 KTU&A On -Call Agreement, December 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. Michael L. Singleton, Principal, 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 $700,000 (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 KTU&A On -Call Agreement, December 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 December 16, 2014. The duration of this Agreement is for the period of December 16, 2014 through December 15, 2016. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through December 15, 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 3 KTU&A On -Call Agreement, December 2014 reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each 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,ICENSES. 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 4 KTU&A On -Call Agreement, December 2014 CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 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 5 KTU&A On -Call Agreement, December 2014 of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 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 $3,000,000 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 KTU&A On -Call Agreement, December 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. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the 7 KTU&A On -Call Agreement, December 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. NOTICE. 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 KTU&A On -Call Agreement, December 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: Michael L. Singleton, LLA Principal KTU&A 3916 Normal Street San Diego, CA 92103 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 coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 9 KTU&A On -Call Agreement, December 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. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the 10 KTU&A On -Call Agreement, December 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 By: on Morrison, Mayor ROVED AS TO FORM: audia G. Silva City Attorne 11 KTU&A Bv: s'i "AN(/ ik;)r Micha Si We , Principal —LL , AICP CTP, LEED AP By. Kurt W. Carlson, Principal PLA KTU&A On -Call Agreement, December 2014 EXHIBIT "A" February 24, 2014 Mr. Stephen Manganiello, Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Dear Steve and Members of the Consultant Selection Committee: 3916 Normal Street San Diego, CA 92103 619.294.4477 fax • 619.294.9965 v vvw.ktua.com LLA 2343 •2386. 2500 While many of our local agencies talk about infrastructure upgrades and improving the quality of life for their communi- ties, few act as efficiently and effectively as the City of National City. As budget challenges continue and the demand for city -provided facilities increases, KTU+A understands the need to make every dollar count towards the implementation of your CIP. We offer you a local team of planners, landscape architects, outreach facilitators, GIS analysts, and irrigation designers familiar with National City. KTU+A has one office, we are within a 15 minute drive of your office. In the last six years, KTU+A has had the opportunity to successfully work with you on a variety of grant -funded projects, including the 8th Street Corridor, SMART Foundation, Kimball Park CIP programming, and currently the Westside Connector project. We understand your goals and objectives and offer the support of our staff to bring these projects to reality. Project Experience: KTU+A has provided planning and landscape architectural services, including irrigation design, GIS support and public outreach, to cities and other public agencies throughout the San Diego region for the 44 years, with an emphasis on parks, recreation facilities, playgrounds, public spaces, streets, transit, pedestrian and bike facilities, and smart growth and urban infill projects. Through this experience, we understand the planning process to achieve a sustainable, implementable project, and the design, bidding and construction requirements for new, renovation and expansion projects that can be constructed and maintained safely and economically. Project Management: Kurt Carlson will serve as the principal landscape architect for the landscape architecture services, and I will serve as the principal landscape architect and planner for the transportation design and planning, ADA and uni- versal design, and community outreach services. Integral to all of these disciplines are the general planning and design and grant applications and delivery requirements. Kurt and I will make sure our efforts are well coordinated and seamless with the city and other city consultants so that the services we deliver to you meet your budget, schedule and expecta- tions. Other key personnel include project managers Joe Punsalan, John Holloway, Matt Gelbman and Cheri Blatner-Pifer. KTU+A has a San Diego staff of 31 landscape architects, planners, irrigation designers, GIS analysts and support person- nel. Our staff resources allow us the flexibility to work with your schedule to meet the requirements of this contract. Insurance: KTU+A maintains $1,000,000 each for general liability, auto liability and worker's compensation insurance, and $2,000,000 for professional liability insurance. KTU+A looks forward to the opportunity to discuss our project approach and qualifications with you. We hope this sub- mittal demonstrates the understanding and ability of the KTU+A team to help you meet and exceed your overall goals and objectives for National City. Respectfu y sub it -d, Michael L. Si . eton, ASLA, AICP, LEED AP Principal, California Licensed Landscape Architect 2386 t: 619 294-4477 x134 e: mike@ktua.com EXHIBIT'"B" Principal $170.00 Senior Associate $140.00 Associate $120.00 Sr. Designer/Sr. Planner/GIS Analyst salo.00 Designer/Planner sloo.00 Administration s80.00 General Terms 1. Hourly rates include provisions for normal overhead costs including fringe benefits, office rental, utilities, insurance, clerical services and equipment. 2. Reproduction, blueprinting, soil testing and other non -labor direct costs are billed at cost. 3. Mileage outside of San Diego County will be billed at the approved IRS rate. 4. Rates are valid from December 1, 2014 through December 31, 2016. AC. O .O ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/3/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. HOLDER. THIS BY THE POLICIES AUTHORIZED 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 Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 License No. 0A99520 NCAOMEACTCertificate Department (A/CNN Eat):619-234-6848 (A/C.No1:619-234-8601 E-MAIL ADDRESS:certificates@cavignac.com INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: TRAVELERS PROP CAS r0 2S674 22357 37885 INSURED KTU & A 3916 Normal Street San Diego, CA 92103 United States OP AMER INSURERB:HARTFORD ACCIDENT & IND CO INSURERC:XL SPECIALTY INS CO INSURERD: INSURER E : INSURER F : CERTIFICATE NUMBER: 293 • 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVn POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X 6801C93201A 9/1/2014 9/1/2015 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 X Contractual Liability PERSONAL&ADVINJURY $ 1,000,000 X Separation of Insureds GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 Deductible $ 0 A AUTOMOBILE X X LIABILITY j{ SCHEDULED X BA1C934192 9/1/2014 - 9/1/2015 (Ea accident) SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY Per accident ( ) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLALIAB EXCESS UAB X OCCUR CLAIMS -MADE CUP001C934653 9/1/2014 9/1/2015 EACH OCCURRENCE $ 3,000,000 $ 3,000,000 AGGREGATE DED X RETENT ON $ $ 0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under Y / N N N / A X 72WEGGG6936 9/1/2014 9/1/2015 X WCSTATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1, 000, 000 E.L. DISEASE - POLICY LIMIT C Professional Liability DPR9717560 9/1/2014 9/1/2015 Ea Claim & Aggreg $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, B more space is required) Additional Insured coverage applies to General and Automobile Liability for City of National City , its elected officials, officers, agents and employees. per policy form. Primary coverage applies to General and Automobile Liability per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Prof. Liab. - Claims made, defense costs included within limit. CANCELLATION City of National City c/o City Attorney's Office 1243 National City Blvd. National City, CA 91950-4301 United States ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Dorothy Amundson © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXIGIS - CAVIGNAC & ASSOCIATES 293909 Page 2 of 4 POLICY NUMBER: 6901C93201A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or C. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. The insurance provided to the additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This insurance does not apply to the rendering of or failure to render any "professional services". f. The limits of insurance afforded to the additional insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is CG D3 81 09 07 available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with such person or organization entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2007 The Travelers Companies, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Page 3 of 4 WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 9/1/2014 at 12:01 A.M. standard time, forms a part of Policy No. 72WEGGG6436 Of the HARTFORD ACCIDENT & IND CO Endorsement No. Issued to:KTu & A 3916 Normal Street San Diego, CA 92103 United States Policy Expiration Date: 9/1/2015 Premium (if any)$ NCCI Carrier Code Authorized Representative Dorothy Amundson 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US ALL Page 4 of 4 RESOLUTION NO. 2014 — 176 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH KTU&A FOR A NOT -TO -EXCEED AMOUNT OF $700,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP), INCLUDING, BUT NOT LIMITED TO, LANDSCAPE ARCHITECTURE, TRANSPORTATION DESIGN AND PLANNING, MOBILITY AND LAND USE PLANNING, ADA AND UNIVERSAL DESIGN, PUBLIC OUTREACH, AND GEOGRAPHIC INFORMATION SYSTEMS WHEREAS, the City's current 5-Year Capital Improvement Program ("GIP") is projected to deliver over $60 million in major public improvements, with approximately $25 million, or 40% of the CIP budget, being funded through Federal, State and Regional "competitive" grants; and WHEREAS, 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 site preparation for affordable housing projects including infill transit -oriented development; and WHEREAS, on January 27, 2014, the Department of Engineering and Public Works advertised a Request for Qualifications ("RFQ") for various engineering and construction support services, including, but not limited to, 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); and WHEREAS, approximately 70 Statement of Qualifications (SOQs) from various firms, including Disadvantaged, Small, and/or Minority Business Enterprises were received and taken into consideration; and WHEREAS, after reviewing the SOQ's, staff recommends KTU&A to provide on - call project support services for National City's CIP, including, but not limited to, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and Geographic Information Systems (GIS); and WHEREAS, the City has determined that KTU&A is qualified by experience and ability to perform the services desired by the City, and KTU&A is willing to perform such services for the not to exceed amount of $700,000. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of KTU&A, and authorizes the Mayor to execute an agreement with KTU&A in the not to exceed amount of $700,000 to provide on call project support services for National City's Capital Improvement Program, including, but not limited to, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach, and Geographic Information Systems (GIS). The Agreement is on file in the Office of the City Clerk. Resolution No. 2014 — 176 Page Two PASSED and ADOPTED this 16th day of December, 2014 on Morrison, Mayor ATTEST: Mic el R. Dalla, Ci Clerk PROVED AS TO FORM: C audia Gacitua ,ilva City Attorney Passed and adopted by the Council of the City of National City, California, on December 16, 2014 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Jerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-176 of the City of National City, California, passed and adopted by the Council of said City on December 16, 2014. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: December 16, 2014 AGENDA ITEM NO. 15 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with KTU&A for a not -to -exceed amount of $700,000 to provide on -call project support services for National City's Capital Improvement Program (CIP), including, but not limited to, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and Geographic Information Systems (GIS) PREPARED BY: Stephen Manganiello PHONE: 619-336-4382 EXPLANATION: See attached. DEPARTMENT: Engine -ring & Public Works APPROVED BY: FINANCIAL STATEMENT: APPROVED: ��rr---Finance ACCOUNT NO. APPROVED: MIS Funded through various CIPs, on an as -needed basis ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution QvE �OLvYN\0\v • 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 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 site preparation for 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 for interviews based on qualifications. Based on the strength of their SOQ and interview, staff recommends executing an agreement with KTU&A for a not -to -exceed amount of $700,000 to provide on -call project support services for National City's CIP, including, but not limited to, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and Geographic Information Systems (GIS). See Exhibit "A" of the attached agreement for general scope of work and Exhibit "B" for fee schedule. A copy of the SOQ submitted by KTU&A is available for review in the Office of the City Engineer. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND KTU&A THIS AGREEMENT is entered into this 16th day of December, 2014, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and KTU&A a California 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 planning and landscape architecture firm specializing in transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and Geographic Information Systems (GIS), 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. yNGAGEMENT 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, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and GIS. 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 KTU&A On -Call Agreement, December 2014 -1- 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. Michael L. Singleton, Principal, 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 $700,000 (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 KTU&A On -Call Agreement, December 2014 -2- The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on December 16, 2014. The duration of this Agreement is for the period of December 16, 2014 through December 15, 2016. With mutual agreement of the parties, this Agreement may be extended for an additional period of up to one year, through December 15, 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. D1DEPENDENT 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 3 KTU&A On -Call Agreement, December 2014 -3- reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES. PERMITS. ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the 4 KTU&A On -Call Agreement, December 2014 -4- CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISION. 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. 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 5 KTU&A On -Call Agreement, December 2014 -5- of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 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 $3,000,000 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 KTU&A On -Call Agreement, December 2014 -6- 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. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the 7 KTU&A On -Call Agreement, December 2014 -7- 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 KTU&A On -Call Agreement, December 2014 -8- 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: Michael L. Singleton, LLA Principal KTU&A 3916 Normal Street San Diego, CA 92103 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 OFINTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. C 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 KTU&A On -Call Agreement, December 2014 -9- 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. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the 10 KTU&A On -Call Agreement, December 20I4 -10- 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 parry'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 Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney 11 KTU&A 13y: Kt rt W. Carlson, Principal PLA KTU&A On -Call Agreement. December 2014 -11- EXHIBIT "A" February 24, 2014 Mr. Stephen Manganiello, Director of Public Works/City Engineer City of National City Department of Engineering & Public Works 1243 National City Boulevard National City, CA 91950 Dear Steve and Members of the Consultant Selection Committee: 3916 Normal Street San Diego, CA 92103 619,294.4477 fax • 619.294.9965 Nrif www.ktua.com LLA 2343 • 2386 • 2500 While many of our local agencies talk about infrastructure upgrades and improving the quality of life for their communi- ties, few act as efficiently and effectively as the City of National City. As budget challenges continue and the demand for city -provided facilities increases, KTU+A understands the need to make every dollar count towards the implementation of your CIP. We offer you a local team of planners, landscape architects, outreach facilitators, GIS analysts, and irrigation designers familiar with National City. KTU+A has one office, we are within a 15 minute drive of your office. In the last six years, KTU+A has had the opportunity to successfully work with you on a variety of grant -funded projects, including the 8th Street Corridor, SMART Foundation, Kimball Park CIP programming, and currently the Westside Connector project. We understand your goals and objectives and offer the support of our staff to bring these projects to reality. Project Experience: KTU+A has provided planning and landscape architectural services, including irrigation design, GIS support and public outreach, to cities and other public agencies throughout the San Diego region for the 44 years, with an emphasis on parks, recreation facilities, playgrounds, public spaces, streets, transit, pedestrian and bike facilities, and smart growth and urban infill projects.Through this experience, we understand the planning process to achieve a sustainable, implementable project, and the design, bidding and construction requirements for new, renovation and expansion projects that can be constructed and maintained safely and economically. Project Management: Kurt Carlson will serve as the principal landscape architect for the landscape architecture services, and I will serve as the principal landscape architect and planner for the transportation design and planning, ADA and uni- versal design, and community outreach services. Integral to all of these disciplines are the general planning and design and grant applications and delivery requirements. Kurt and I will make sure our efforts are well coordinated and seamless with the city and other city consultants so that the services we deliver to you meet your budget, schedule and expecta- tions. Other key personnel include project managers Joe Punsalan, John Holloway, Matt Gelbman and Cheri Blatner-Pifer. KTU+A has a San Diego staff of 31 landscape architects, planners, irrigation designers, GIS analysts and support person- nel. Our staff resources allow us the flexibility to work with your schedule to meet the requirements of this contract. Insurance: KTU+A maintains $1,000,000 each for general liability, auto liability and worker's compensation insurance, and $2,000,000 for professional liability insurance. KTU+A looks forward to the opportunity to discuss our project approach and qualifications with you. We hope this sub- mittal demonstrates the understanding and ability of the KTU+A team to help you meet and exceed your overall goals and objectives for National City. Respectfu y sub it -d, Michael L. Si . eton, RfSLA,.AICP, LEED AP Principal, California Licensed Landscape Architect 2386 t: 619 294-4477 x134 e: mike@ktua.com -12- Principal $170.00 Senior Associate $140.00 Associate $120.00 Sr. Designer/Sr. Planner/GIS Analystsaao.00 Designer/Planner $1oo.00 Administration $80.00 General Terms 1. Hourly rates include provisions for normal overhead costs including fringe benefits, office rental, utilities, insurance, clerical services and equipment. 2. Reproduction, blueprinting, soil testing and other non -labor direct costs are billed at cost. 3. Mileage outside of San Diego County will be billed at the approved IRS rate. 4. Rates are valid from December 1, 2014 through December 31, 2016. -13- CAVIGNAC :ASSOCIATES INSURANCE BROK =rR5 License No. 0A99520 450 B Street, Suite 1800 San Diego, CA 92101-8005 Tel. 619.234.6848 • Fax 619.234.1239 • Web www.cavignac.com City of National City ATTN: Stephen Manganiello c/o City Attorney's Office 1243 National City Blvd. National City, CA, 91950-4301 Dec 03, 2014 Re: KTU & A To Whom It May Concern: Enclosed is a certificate of insurance, as requested. If you have questions or require changes, please contact our office via email (certificates@cavignac.com) or fax (619-234-1239). Please include a copy of the certificate with your request or reference ID number 293909. Sincerely, Cavignac & Associates Certificate Department certificates@cavignac.com 619-234-1239 (fax) cc: Susan Cailing (susan@ktua.com) gmiller@nationalcityca.gov KTU & A - Certificate of Insurance -14- Page 1 of 4 ACORa CERTIFICATE OF LIABILITY INSURANCE 1/4ft...-"/. DATE(MM/DD/YYYY) 12/3/2014 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 Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 License No. 0A99520 CONTACT Certificate Department (A/CNo.Exn•619-234-6848 (A/C,No):619-234-8601 E-MAIL ADDRESS:certificates@cavignac.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: TRAVELERS PROP CAS CO OF AMF'R 25674 22357 INSURED KTU & A 3916 Normal Street San Diego, CA 92103 United States INsuRERB:HARTFORD ACCIDENT & IND CO INSURERC:XL SPECIALTY INS CO 37885 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 293908 • 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 LTRINSR TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP IMM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X 6801C93201A 9/1/2014 9/1/2015 EACH OCCURRENCE $ 1,000,000 RENTED PREEMIMI E PRSES ((SEa occurrence) $ 300, 000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10, 000 X Contractual Liability PERSONAL & ADV INJURY $ 1,000,000 X Separation of Insureds GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY X LIMIT APPLIES ELT PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 Deductible $ 0 AUTOMOBILE X X LIABILITY X SCHEDULED X BA1C934192 9/1/2014 9/1/2015 COMBINED SINGLE LIMIT (Ea accident) $ 1, 000, 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLALIAB EXCESSLIAB X OCCUR CLAIMS -MADE CUPO01C934653 9/1/2014 9/1/2015 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED X RETENTION$ $0 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N IA X 72WEGGG6436 9/1/2014WC 9/1/2015 X STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 1,000, 000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1, 000, 000 C Professional Liability DPR9717560 9/1/2014 9/1/2015 Ea Claim & Aggreg $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Additional Insured coverage applies to General and Automobile Liability for City of National City , its elected officials, officers, agents and employees. per policy form. Primary coverage applies to General and Automobile Liability per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Prof. Liab. - Claims made, defense costs included within limit. CERTIFICATE HOLDER CANCELLATION City of National City c/o City Attorney's Office 1243 National City Blvd. National City, CA 91950-4301 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Dorothy Amundson ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EXIGIS - CAVIGNAC & ASSOCIATES 293909 -15- Page 2 of 4 POLICY NUMBER: 6801C93201A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section available to such additional insured which covers such II): additional insured as a named insured, and we will not Any person or organization that you agree in a "contract share with the other insurance, provided that: or agreement requiring insurance" to include as an (1) The "bodily injury" or "property damage" for additional insured on this Coverage Part, but only with which coverage is sought occurs; and respect to liability for "bodily injury", "property damage" or (2) The "personal injury" for which coverage is "personal injury" caused, in whole or in part, by your acts sought arises out of an offense committed; or omissions or the acts or omissions of those acting on after you have entered into that "contract or agreement your behalf: requiring insurance. But this insurance still is excess over a. In the performance of your ongoing operations; valid and collectible other insurance, whether primary, b. In connection with premises owned by or rented to excess, contingent or on any other basis, that is available you; or to the insured when the insured is an additional insured c. In connection with "your work" and included within the under any other insurance. "products -completed operations hazard". C. The following is added to Paragraph 8. Transfer Of Such person or organization does not qualify as an Rights Of Recovery Against Others To Us in additional insured for "bodily injury", "property damage" or COMMERCIAL GENERAL LIABILITY CONDITIONS "personal injury" for which that person or organization has (Section IV): assumed liability in a contract or agreement. We waive any rights of recovery we may have against any The insurance provided to the additional insured is limited person or organization because of payments we make for as follows: "bodily injury", "property damage" or "personal injury" d. This insurance does not apply on any basis to any arising out of "your work" performed by you, or on your person or organization for which coverage as an behalf, under a "contract or agreement requiring insurance" additional insured specifically is added by another with that person or organization. We waive these rights endorsement to this Coverage Part. only where you have agreed to do so as part of the e. This insurance does not apply to the rendering of or "contract or agreement requiring insurance" with such failure to render any "professional services". person or organization entered into by you before, and in f. The limits of insurance afforded to the additional effect when, the "bodily injury" or "property damage" insured shall be the limits which you agreed in that occurs, or the "personal injury" offense is committed. "contract or agreement requiring insurance" to D. The following definition is added to DEFINITIONS provide for that additional insured, or the limits shown (Section V): in the Declarations for this Coverage Part, whichever "Contract or agreement requiring insurance" means that are less. This endorsement does not increase the part of any contract or agreement under which you are limits of insurance stated in the LIMITS OF required to include a person or organization as an INSURANCE (Section III) for this Coverage Part. additional insured on this Coverage Part, provided that the B. The following is added to Paragraph a. of 4. Other "bodily injury" and "property damage" occurs, and the Insurance in COMMERCIAL GENERAL LIABILITY "personal injury" is caused by an offense committed: CONDITIONS (Section IV): a. After you have entered into that contract or However, if you specifically agree in a "contract or agreement; agreement requiring insurance" that the insurance provided b. While that part of the contract or agreement is in to an additional insured under this Coverage Part must effect; and apply on a primary basis, or a primary and non-contributory c. Before the end of the policy period. basis, this insurance is primary to other insurance that is CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 -16- Page 3 of 4 WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 9/1/2014 at 12:01 A.M. standard time, forms a part of Policy No. 72WEGGG6436 Endorment No. Of the HARTFORD ACCIDENT & IND CO NCCI Carrier Code Issued tO:KTU & A 3916 Normal Street San Diego, CA 92103 United States Policy Expiration Date: 9/1/2o15 Premium (if any)$ Authorized Representative Dorothy Amundson 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US ALL -17- Page 4 of 4 RESOLUTION NO. 2014 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH KTU&A FOR A NOT -TO -EXCEED AMOUNT OF $700,000 TO PROVIDE ON -CALL PROJECT SUPPORT SERVICES FOR NATIONAL CITY'S CAPITAL IMPROVEMENT PROGRAM (CIP), INCLUDING, BUT NOT LIMITED TO, LANDSCAPE ARCHITECTURE, TRANSPORTATION DESIGN AND PLANNING, MOBILITY AND LAND USE PLANNING, ADA AND UNIVERSAL DESIGN, PUBLIC OUTREACH, AND GEOGRAPHIC INFORMATION SYSTEMS WHEREAS, the City's current 5-Year Capital Improvement Program ("CIP") is projected to deliver over $60 million in major public improvements, with approximately $25 million, or 40% of the CIP budget, being funded through Federal, State and Regional "competitive" grants; and WHEREAS, 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 site preparation for affordable housing projects including infill transit -oriented development; and WHEREAS, on January 27, 2014, the Department of Engineering and Public Works advertised a Request for Qualifications ("RFQ") for various engineering and construction support services, including, but not limited to, 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); and WHEREAS, approximately 70 Statement of Qualifications (SOQs) from various firms, including Disadvantaged, Small, and/or Minority Business Enterprises were received and taken into consideration; and WHEREAS, after reviewing the SOQ's, staff recommends KTU&A to provide on - call project support services for National City's CIP, including, but not limited to, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach and Geographic Information Systems (GIS); and WHEREAS, the City has determined that KTU&A is qualified by experience and ability to perform the services desired by the City, and KTU&A is willing to perform such services for the not to exceed amount of $700,000. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of KTU&A, and authorizes the Mayor to execute an agreement with KTU&A in the not to exceed amount of $700,000 to provide on call project support services for National City's Capital Improvement Program, including, but not limited to, landscape architecture, transportation design and planning, mobility and land use planning, ADA and universal design, public outreach, and Geographic Information Systems (GIS). The Agreement is on file in the Office of the City Clerk. Resolution No. 2014 — Page Two PASSED and ADOPTED this 16' day of December, 2014 Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk December 18, 2014 Mr. Michael Singleton KTU&A 3916 Normal Street San Diego, CA 92103 Dear Mr. Singleton, On December 16th, 2014, Resolution No. 2014-176 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with KTU&A. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.