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HomeMy WebLinkAbout2015 CON Ninyo & Moore - Materials Testing Aquatic CenterAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND NINYO & MOORE GEOTECHNICAL AND ENVIRONMENTAL SCIENCES CONSULTANTS THIS AGREEMENT is entered into this 18th day of June, 2015, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide geotechnical observation, materials testing and special inspection services for the National City Waterfront Adventure Center, formerly known as the National City Aquatic Center; WHEREAS, the CITY and the CONSULTANT entered into an agreement on October 20, 2009, through the adoption of City Council Resolution No. 2009-246, wherein the CONSULTANT agreed to provide on -call geotechnical observation, materials testing and special inspection services for various Capital Improvement Projects, including the National City Waterfront Adventure Center; WHEREAS, the prior agreement has expired, and geotechnical observation, materials testing and special inspection services for the National City Waterfront Adventure Center are still required through the end of construction; WHEREAS, the CITY and the CONSULTANT desire to enter into an agreement for continued geotechnical observation, materials testing and special inspection services for the National City Waterfront Adventure Center; and WHEREAS, the CITY has determined that the CONSULTANT has the knowledge, experience, and ability, to continue to provide geotechnical observation, materials testing and special inspection services for the National City Waterfront Adventure Center. 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. 1 Ninyo & Moore Agreement, June 2015 2. SCOPE OF SERVICES. The CONSULTANT will provide geotechnical observation, materials testing and special inspection services for the National City Waterfront Adventure Center, as set forth in attached Exhibit "A". 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. 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. Jeffrey T. Kent, P.E., Senior Engineer, 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 $50,000 (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. 2 Ninyo & Moore Agreement, June 2015 The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 18, 2015. The duration of this Agreement is for the period of June 18, 2015 through December 17, 2015. 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. 3 Ninyo & Moore Agreement, June 2015 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement 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 4 Ninyo & Moore Agreement, June 2015 harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 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. 5 Ninyo & Moore Agreement, June 2015 The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. The CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable 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 CONSULTANTS 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, and Umbrella Liability Insurance with 6 Ninyo & Moore Agreement, June 2015 minimum limits of $9,000,000, 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. 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 7 Ninyo & Moore Agreement, June 2015 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. MJ DIATION/A]t,BITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. J'ERMINATION. 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 8 Ninyo & Moore Agreement, June 2015 earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Stephen Manganiello 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: Jeffrey T. Kent, P.E. Senior Engineer Ninyo & Moore 5710 Ruffin Road San Diego, CA 92123 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. 9 Ninyo & Moore Agreement, June 2015 n If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. 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 10 Ninyo & Moore Agreement, June 2015 made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY NINYO & MOORE GEOTECHNICAL AND ENVIRONMENTAL SCIENCES CONSULTANTS By: By: Leslie Deese Avram Ninyo City Manager President PPROVED AS TO FORM: audia G. Sil City Attorney 11 By: Elaine Autus Assistant Secretary Ninyo & Moore Agreement, June 2015 EXHIBIT "A" Scope of Work National City Waterfront Adventure Center Ninyo & Moore will continue to provide Geotechnical Observation, Materials Testing and Special Inspections through the end of construction. Items of work requiring these services include, but are not limited to, contractor subgrade preparation for site flatwork and architectural site flatwork concrete. In addition, Ninyo & Moore will continue to review contractor submittals, provide engineering analysis, and prepare a closeout compaction report. EXHIBIT "B" SCHEDULE OF FEES HOURLY CHARGES FOR PERSONNEL ' Principal Engineer/Geologist/Environmental Scientist $ 139 Senior Engineer/Geologist/Environmental Scientist $• 133 Senior Project Engineer/Geologist/Environmental Scientist $ . 127 Project Engineer/Geologist/Environmental Scientist _ $ 123 Senior Staff Engineer/Geologist/Environmental Scientist $ 109 Staff Engineer/Geologist/Environmental Scientist $ 96 GIS Analyst $ 96 Field Operations Manager.. $ 87 Supervisory Technician* $ 87 Nondestructive Examination Technician, UT, MT, LP' $ 87 Pull Test Technician and Equipment $ 87 Senior Field/Laboratory Technician' $ 77 Field/Laboratory Technician* $ 77 ACI Concrete Technician' $ 77- Concrete/Asphalt Batch Plant Inspector.. $ 77 Special Inspector, Reinforced Concrete* $ 77 Special Inspector, Pre -stressed Concrete' $ 77 Special Inspector, Reinforced Masonry' $ 77 Special Inspector, Structural Steel' $ 77 Special Inspector, Welding, AWS' $ 77 Special Inspector, Fireproofing' $ 77 Technical Illustrator/CAD Operator $ 69 Geotechnical/Environmentat/Laboratory Assistant $ 53 Information Specialist $ 52 Data Processing, Technical Editing, or Reproduction $ 44 OTHER CHARGES Expert Witness Testimony $ 400/hr Concrete Coring Equipment (includes one technician) ... $ 145 /hr Special Preparation of Standard Test Specimens $ 64 /hr Inclinometer Usage $ ' 32/hr . Vapor Emission Kits ._.. $ 30/kit Rebar Locator (Pachometer) $ 10/hr Nuclear Density Gauge Usage $ 9/hr Field Vehicle Usage $ 8/hr. Direct Project Expenses Cost plus 15 % Laboratory testing, geophysical equipment, and other special equipment provided upon. request_ NOTES (Field Services) • For field and laboratory technicians and special inspectors, regular.hourly rates are charged during normal weekday construction hours. Over- time rates at 1.5 times the regular rates will be charged for work performed outside normal construction hours and all day on Saturdays. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day or on Sundays and holidays. Lead time.for any re-, .quested service is 24 hours. Field Technician rates are based on a 2-hour minimum. Special inspection rates are based on a 4-hour minimum for the first 4 hours and an 8-hour minimum for hours exceeding 4 hours. Field personnet are charged portal to portal. 'Indicates rates that are based on Prevailing Wage Determination made by the State of Cal'rfomia, Director of Industrial Relations on a semi- annual basis. Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project. /ii g a ocr Experience Quality i Commidnent SCHEDULE OF FEES FOR LABORATORY TESTING Laboratory Test, Test Designation, and Price Per Test Soils AillCivagiirr:u,C4318 CT2 Califaria eeailg Ratio (CBR), 01883.._......._...._.... Chloride aid Wide Contrrk. CT 417 8 CT 422 .. ..___...___._ S Catteid<nom, 0 2435, CT 219..._.._.._._...__„._.__._....__.... 5 Crmo&daticn -Time Rate, 02435, CT 219._._._.__.._..._..__.._....._.....__5 Dial Shea - Remolded, D 3080._._........_,___.._•_. -_ .....__.___._5 Data Stied -Undsl,bed.D3080.._.__........�._ _5 DurabT4y Index. CT 229__...__..._..___.„__._...._... . $ Expatsion Index, 04829, UBC 18-2_.._.... _._: _ . $ Expacakn Pdende( (Mkihod A), D 4546......__..._..__..._.....__ _____ .... ... $ Expasive Pressure (Mdt od C), 04546..... __________ ..:__.._--__. S Gedahric Tense aid Eto gaokn Test, D 4632._._.._.. ___ _._._.._.._._._ $ Hydraulic Cmctudivity, 05084___.............._._.._ _.._.____.._5 Hyctometer Anaysa, 0422, CT 203._.....___..._.... S Moisture: Ash. 8 Organic Matter ciPeaVOrgauc Sods_._......____________ 5 Prm ea rliy. CH, 0 2434, CT 220..__....._..__ �____....____..___._..._...... $ pH aid Resistivity, CT 643.........__.__...._.._._..._......____...___..__... .._:... Proaa Density D 1557, D 698, CT 216, 8____________ ._..........__..... __........ $ AASHB0 T-180 (Rod( ea u:dons add $80) Sand Equivalent, D 2419. CT 217..._....__.__._..-._-..._._.._..-.----_—_.___._ $ Sieve Anaysis. D422, CT 202....._......____.___..__,...,._...__......---..__....._.. 5 Sieve Analysis, 200 Wash, 01140 CT 202_._.... _....._.._.._.._._. 5 Specific Gravity, D 854__.__..___.._..._......_ ._....._.......... _...__..__..__._. 5 Triaxid Shea: CD, 04767, T 297....__......._____ ...._.._......._..__....._..._ 5 Triatra Shear. C.U.,Wpaeprrastre,D4767,T2297per pt.... ....... ________ 5 Triaxial Shear. C.U.. n(o pere pressrre, 0 4767, T 2297 pet pt._....__.._._.,... $ Unconfined COTgressian, 0 2166, T 208 __.._....__._._.....___..._.._._.........._ $ Wax Dcenity. D 1188 _._._ ._...._...._._....._.._._:.........__..5 Rooiing Booing rile AaxsrxpUai. (set d 5), UBC 155._......__._.._... ...._........._..._........ $ Roofing Tile Strength Ti,es(set d 5). UBC 155_ _.._..........._.....__.._.__ $ Masonry Brick Absap8on, 24-hour siilrmasion. C 67..__.._._. Bride Absaptiar, 5-hourtikritrig,C 61.._._......_....... __._-._.-_-• Brick Absap6ai.7day.C67...._,....__.....-._....._._.._ ___..__......_..__.--.--5 Conaee Dock Cairressiai Test.8x8x16. C 140.... .... .... _.__.S Conde Block Cmlxmance Package. C 90.___..................._..... _..._.__.-:S Crna4e8lod laiea Sl unkage,C426._..........._-......_._..._......_.....__......._..$ Caiaete Block Unit weight and .bsorp.ai-C 140..__..:_...... _:..._...._._.__.—$ Masary Groot.3x3x6 prism otlapression, UBC 21.18......_....._.S Masavy Mona, 2x4 cylinder conpression, UBC 21-16 .. _..._..__ ..... 5 Masary Prism, hall size, aripression, UBC 21.17 Speed preparatiai ofstaidard test specimens ndi be dtaged at the led -initial's hourly rate. Concrete 145 Cement Analysis Clarice( and Physics. C 109.... __...__._....._....5 1,650 440 Corpressico Tests, 6x 12 Cylinder C 39.........._,..__.. _.-.--_..........._.__..w. $ 22 135 Concrete Nix Desirpi Re„ic v, Joir.Spec _......_ ____..._.._._. S 140 275 750 70 Concrete Cores, Conpresscn(eududessar inj),C42_.._.______...._.___._.....5 55 250 Gying Str6ikage,C 157..._.._..____._.._,..__...................____......_.........__...__........5 250 290 Flexurd Test, C 78 ___.....__...._._._..._..__.. ..$ 50 150 FlextrdTest C293__..._.___.___.__.._...._..........._...._.._-..._._.__.._,.- S 55 165 Flex rd Test. CT 5235 60 145 Gurrte'Sholaete, Pands, 3 cut cares per panel aid test. ACI ..._.....:..----._.._._...__..5 250 145 JctsiteTesting tabaatay_.---.._...___.__..._.._..._..._.___ ._..._........... _._... 165 Otiate lg(AvroghtCcna eFrl,Camressiai.C495_._--_.__......_..__........_....._.-._.._.__.$ 40 300 PWrograpficAridysis,C856_.__._._......___.,_.,._.,..._..::__..._._.__._...___.....__5 1.100 190 Splitting Tensile Strength. C496.....__.._._..._._..___.._..._._..w__... _.._._....._.__._.5 80 110 30 Reinforcing and Structural Steel 39 Freprooing Qpn.sityTest, UBC 7-6..________ ..... _....... .... _ ..__.........:__.:_. _.5 55 230 Hadneas Test Rockwell, A370.-.-......._.._....__..__..................-.....___...._, _.$ 50 140 HO Strength Bolt, Rd 8 Washer Conromiaice, set A-32....... --------- ........... .... $ 120 180 MediancallySpliced Reirdadng Time Test ACI..... ..._..........................._...__.-__.5 95 Pre -Stress &raid (7 vae), A416....._..__.._._.:___...._..._._......_......__:....___,u._._.5 140 250 Chemical Analysis, A-36,A-615.._.-_....... _....... ____ _....::.:..._. __...._.. $ 120 90 RardacTensile a-Benduplob1o.11.A6158 A706.._.._..:......_ _ ._._.:.....__$ 50 110 Strrrdird Steel Tensile Test Up to 200,000 bs. 90 (machining extra), A 370- ............_...__.._.._.5 70 WWdrriReinfadrgTensile Test: UptoNo.11 bas,AO......... ...... __._.,..._ ___...$ 55 90 390 330 Asphalt Concrete 190 Asptidt Mx Design, C7Cas.......:....___...__-_. ...........::_.:—.5 140 Asphaft Nix Design Relieve,Job Spec _..... ...____...__::_..._.._. ._..._......5 100 Extactiar, %Asphalt i iciudng Gradation_ D 2172 CT 310.._._..._.....___:_.__._.._... $ 90 FibrnS6ippir,CT302__..____..........._._.__.._-,....._.._....._......_.:_._.._.._..-........_..5 = -a Hvarn Stability and Unit Weight CTM or ASTM, CT 366...._..___..,_........_........___S Masfia!1Stability, Floward Wt Weight T-245.._._..........._....__._..._.__..__..__.._._.S 165 500 190 190 45 55 60 45 45 40 35 50 60 440 120 55 55 30 30 110 Minya 8 Moore is acaedted to perform the AASHTO equivalent of many ASTM test procedures. Matxmaking prgia6es dine aggregate. C 87......._._..___........ ...... .....__..............._5 Organic knpurities, C 40.___.........__..---._ _..:..._:___._....__ __._.._____...._......._...5 Pole ilid Reactivity ofAggregate (Chemical Method), C 289.__.______..... _ ..__.._.. S SaidEquivalatCT 217..:.:_,___._....;............__..._._............._..........._._...............__..5 Sieve Analysis, Cone Aggregate, C 136_._...__....__.... _:_: _._ � ._ S Sieve Anaysis. Erie Aggregate fridu6ng wash), C 136._....._...___-___...__....._....:... $ Solon &ekeSartdiess(per size fraction).0 • 0-,, , 1.1 JUJ......._..._...._..„..-`_...................:...__..:_......_._.-,:.............,_....•S Unit Weight saipleaare,D2726,CT308.___............. ____________ .._,...-_S Aggregates Absapion, Coarse, C 127__..._:_..__......__..._:.....__.__..._...___....._...._..__. S Absorption, Fine, C126..__.......__.._..-_.:_._.._......_._...--------- 2,200 150 215 100 195 215 120 165 90 35 35 100 120 140 130 ___...5 130 180 275 55 390 90 105 105 160 75 85 Qua,.,., Co:mn:vn n Client#: 704 NINYOMOORI ACORDr. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)6/09/2015 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 Dealey, Renton & Associates P. O. Box 12675(NC, Oakland, CA 94604-2675 510 465-3090 Mandy Guo CONTACT Doris Chambers PHONE 510 465-3090 FAX 510 452-2193 Ext): (A/C, No): E-MANo, IL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Travelers Property Casualty Co 25674 INSURED Ninyo & Moore Geotechnical & Environmental Sciences Consultants 5710 Ruffin Road San Diego, CA 92123 INSURER B : American Automobile Ins. Co. 21849 p INSURER C : Alterra Excess & Surplus Ins. C 33189 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVp POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X X 6308986R247 10/03/2014 10/03/2015 EACH OCCURRENCE $1,000,000 PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 CLAIMS -MADE X OCCUR PERSONAL & ADV INJURY $1,000,000 X Contractual GENERAL AGGREGATE $2,000,000 X OCP PRODUCTS - COMP/OP AGG $ 2,000,000 GEN'L AGGREGATE 7 POLICY X LIMIT APPLIES PRO JECT PER: LOC $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED AUTOS NON -OWNED AUTOS X X 8108986R247 10/03/2014 10/03/2015 COMBI(EaaccidNEDent)SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X CUP8986R247 10/03/2014 10/03/2015 EACH OCCURRENCE $9,000,000 AGGREGATE $9,000,000 $ DED RETENTION $ B WORKERS COMPENSATION EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N / A X WZP81025302 05/01/2015 05/01/2016 X TO STATU- TORY LIMITS OTH- ERAND 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 Liab & Contractor's Pollution Liab. MAX7PL0001210 04/03/2014 10/03/2015 $5,000,000 per Claim $5,000,000 Annl Aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. REF: All Operations. GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED: The City of National City, its elected officials, officers, agents, and employees. Insurance is primary per policy form. A Waiver of Subrogation applies to Commercial General Liability, Automobile Liability and Workers Compensation. ANCELLATION Cityof National CitySHOULD c/o City Attorneys Office 1243 National City Blvd. National City, CA 91950-4301 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 ACORD 25 (2010/05) 1 of 1 #S1356530/M1309667 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NMF 6308986R247 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section III — Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- CG D4 14 04 08 plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional 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" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: ® 2008 The Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2008 The Travelers Companies, Inc. CG D4 14 04 08 8108986R247 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. B. C. D. E. F. G. BLANKET ADDITIONAL INSURED EMPLOYEE HIRED AUTO EMPLOYEES AS INSURED SUPPLEMENTARY PAYMENTS — INCREASED LIMITS TRAILERS — INCREASED LOAD CAPACITY HIRED AUTO PHYSICAL DAMAGE PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION I1 — LI- ABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in that "em- ployee's" name, with your permission, while CA T4 20 07 10 H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL EFFECTS K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION I1 — LIABILITY COV- ERAGE: © 2010 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". Page 2 of 3 (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT Paragraph C.2.. Limit Of Insurance, of SEC- TION III — PHYSICAL DAMAGE COVERAGE is deleted. (5) I. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Effects cover- age. © 2010 The Travelers Indemnity Company. All rights reserved. CA T4 20 07 10 Includes copyrighted material of Insurance Services Office, Inc. with its permission. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and CA T4 20 07 10 COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. © 2010 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Insured: Ninyo & Moore Geotechnical & City of National City c/o City Attorneys Office 1243 National City Blvd. National City, CA 91950-4301 Policy Number: WZP81025302 Effective Date: 05/01/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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 REF: All Operations. SCHEDULE CONTINUED: The City of National City, its elected officials, officers, agents, and employees Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date: 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 July 14, 2015 Mr. Jeffrey Kent Ninyo & Moore 5710 Ruffin Road San Diego, CA 92123 Dear Mr. Kent, On June 18th, 2015, an Agreement was entered between the City of National City and Ninyo & Moore. We are enclosing for your records a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosure cc: Engineering Dept.