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HomeMy WebLinkAbout2016 CON Michael Baker International - Metal Storm Pipe Repair and ReplacementAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND MICHAEL BAKER INTERNATIONAL, INC. THIS AGREEMENT is entered into this 25th day of Fenruary 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and MICHAEL BAKER INTERNATIONAL, INC., a corporation (the "CONSULTANT"). RECITALS WHEREAS, based on review of National City's storm drains in preparation for the upcoming El Nino, staff has determined that five corrugated metal storm pipes are in need of immediate repair and/or replacement. WHEREAS, the CITY desires to employ a CONSULTANT to provide civil engineering, construction management and inspection services to oversee repair and/or replacement of five corrugated metal storm pipes. WHEREAS, the CONSULTANT submitted a Statement of Qualifications (SOQ) in response to a Request for Qualifications (RFQ) issued by the Department of Engineering & Public Works for Capital Improvement Program support services including, but not limited to, storm drain system management. WHEREAS, based on review of the CONSULTANT'S SOQ and subsequent interview, the CITY has determined that the CONSULTANT is a professional engineering firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on February 25, 2016. The duration of this Agreement is for the period of February 25, 2016 through February 24, 2017. 3. SCOPE OF SERVICES. The CONSULTANT will perform civil engineering, construction management and inspection services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings as needed to keep staff advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 25% from the base amount. 4. 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. Mark Hill, P.E., Senior Project Manager, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $19,876.00 (the Base amount) without prior written authorization from the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the 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. 6. 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. 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 2 City of National City and Michael Baker International, Inc. 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 CONSULTANT. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY 3 City of National City and Michael Baker International, Inc. 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 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, 4 City of National City and Michael Baker International, Inc. 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. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, error, 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 5 City of National City and Michael Baker International, Inc. 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 insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 6 City of National City and Michael Baker International, Inc. 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 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. 7 City of National City and Michael Baker International, Inc. 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: 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: Mark Hill, P.E. Senior Project Manager Michael Baker International 9755 Clairemont Mesa Blvd, Suite 100 San Diego, CA 92124 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, 8 City of National City and Michael Baker International, Inc. 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. 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. 9 City of National City and Michael Baker International, Inc. 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 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. <signatures on next page> 10 City of National City and Michael Baker International, Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Byi Leslie Deese City Manager ROVED AS TO FORM: ity Att citua Silva y MICHAEL BAKER INTERNATIONAL, INC. B By: Robert c lesinger, P.E. Senior Vice President, Office Executive / Principal 11 City of National City and Michael Baker International, Inc. EXHIBIT "A" Michael Baker INTERNATIONAL January 12, 2016 Stephen Manganiello Director of Engineering/Public Works 1243 National City Boulevard National City, CA 91950 We Make a Difference Subject: Proposal for Engineering Services for the Oversight of CMP Storm Drain Repairs Dear Stephen, Michael Baker International is pleased to provide the City of National City with this proposal to providing Engineering Services and Construction Management to oversee the repair of four previously identified storm pipes. This work will consist of providing a bid package, assist in the selection of a contractor and construction management of the repairs. Some of the pipes will need cleaning and inspection to determine the best remediation. Michael Baker will verify that the cleaning has been performed to specification, and provide revised repair recommendations as warranted based on post cleaning inspections. Appendix A Scope of Work, the fee sheet is Appendix B, the maps showing the pipe locations are provided in Appendix C. Please review the enclosed and if it meets with your approval, provide us with a contract. Please incorporate this letter into the agreement. We appreciate your consideration of this proposal and look forward to continuing working with you. Should you have any questions or comments regarding scope and fees, please feel free to call me directly at (858) 614-5033. Sincerely, Michael Baker International Mark Hill, P.E. Senior Project Manager MBAKERINTL.COM 9755 Clairemont Mesa Blvd Suite 100, San Diego CA 92124 Office: 858-614-50001 Fax: 858-614-500i Michael Baker INTERNATIONAL Exhibit A We Make a Difference National City Emergency Storm System Repairs Prepare Scope, Bid and Construction Management Services Scope of Work Michael Baker previously identified five corrugated metal storm pipes in need of immediate remediation. The scope of work will include, but not be limited to the following tasks: 1. Project Management Michael Baker International shall provide the services of a design team under the direction of a Project Manager who will have complete responsibility for coordination, management, and reporting of all activities to National City. Michael Baker shall provide coordination and management of all sub -contractors and other team members involved in the project. Michael Baker shall closely coordinate any activities or project related issues with National City's designated representative. The Project Management tasks and deliverables will include, at a minimum, the following: Kick-off Meeting: Michael Baker shall coordinate, prepare, and attend a kick-off meeting to be conducted with National City's representatives at their offices and attended by the Project Manager and other key personnel. The purpose of the meeting will be to discuss project goals, roles and responsibilities, schedule, detailed budget, tracking system for the budget to include earned value, procedures, anticipated issues, contractor pre -qualification and establishing communication channels between Michael Baker and National City. Michael Baker shall prepare summary meeting notes and distribute to all attendees no later than five (5) days after the meeting. Monthly Invoices: Michael Baker shall provide monthly invoices detailing percent complete for each task and all project related expenses. MBAKERINTL.COM 9755 Clairemont Mesa Blvd, San Diego, CA 92124 Office: 858-614-5000 I Fax: 858-614-5001 We Make a Difference Schedule: Michael Baker shall prepare and submit a project execution schedule including key milestones and all project related activities at the Kick-off Meeting. The schedule will be provided in PDF format. Progress Meetings: Michael Baker shall prepare for and attend progress meetings as needed. 2 Cleaning and Inspection Document Preparation Michael Baker shall prepare an abbreviated emergency contract bid package for the cleaning and inspection for Sites 1 and 2. 3 Condition Assessment Michael Baker will provide the City with an engineering analysis with repair recommendations for Sites 1 and 2. (Inspection contractor services excluded) 4 Utility Research Michael Baker will do the utility research for Site 3 and Site 5. Site 3 to determine the owner of the conflicting utility and Site 5 in preparation of open trench replacement. 5 Storm Drain Repair Document Preparation Michael Baker shall prepare abbreviated emergency contract bid packages for the repair of the five CMP storm pipes. 6 Construction Management and Inspection Services Michael Baker will provide construction management services for the to include the following task assignments ■ Coordinate submittal reviews • Ensure all permits and fees are secured by the Contractor prior to the start of work ■ Review safety plans and confined space entry procedures for compliance with the project specifications • Review certificates of disposal • Process RFI's and progress pay applications ■ Organize and maintain construction progress photos ■ Administrative coordination with the Contractor ■ Provide project close-out procedures We Make a Difference Michael Baker will provide full time construction inspection while the contractor is on site, including the following tasks ■ Maintain a daily log of construction activities and equipment ■ Maintain log of daily construction photographs in digital format ■ Provide on -site daily inspection ■ Conduct progress meetings, as appropriate • Issue inspection punch list • Provide completion notice Michael Baker INTERNATIONAL NATIONAL CITY Exhibit B Proposal to Provide Emergency Storm Drain Repairs PROPOSED PROJECT FEE January 12, 2016 CONSTRUCTION 2 MAN TASK PROJECT DESIGN GIS MANAGEMENT FIELD CLERICAL TASK DESCRIPTION MANAGER ENGINEER SPECIALIST ASSOCIATE CREW TOTAL hr $200.00 hr $139.00 hr $122.00 hr $92.00 hr $184.00 hr $60.00 EMERGENCY REPAIRS 1. Project Management 10 $2,000.00 12 $1,668.00 4 $488.00 2 $184.00 $4,340.00 2. Cleaning and Inspection Document Preparation 2 $400.00 8 $1,112.00 2 $244.00 1 $60.00 $1,816.00 3. Condition Assessment 1 $200.00 4 $556.00 1 $122.00 $878.00 4. Utility Research 1 $200.00 3 $417.00 2 $244.00 3 $276.00 2 $368.00 3 $180.00 $1,685.00 5. Storm Drain Repair Document Preparation 8 $1,600.00 24 $3,336.00 4 $488.00 $5,424.00 6. Construction Management and Inspection Services 3 $600.00 3 $417.00 48 $4,416.00 5 $300.00 $5,733.00 TOTAL - PHASE I FEES 25 $5,000.00 54 $7,506.00 13 $1,586.00 53 $4,876.00 2 $368.00 9 $540.00 $19,876.00 M.chaef Baker O 0 50 100 200 Feet NATIONAL CITY STORM DRAINS Site 1 and 2 Exhibit C Michael Baker O I DUAL 50 100 200 Feet NATIONAL CITY STORM DRAINS Site 3 and 4 j saurc.. Exhibit C MiINIE hael Baker` O 50 100 200 Fee: NATIONAL CITY STORM DRAINS Site 5 Exhibit C A . �® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DOD S'YYY) 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 AOn Risk Services Central, Inc. PA office Dominion Tower, 10th Floor 625 Liberty Avenue Pittsburgh PA 15222-3110 USA CONTACT NAME: PHONE (866) 283-7122 FAX (800) 363-0105 (A. No. Ext): (A/C. No.): (AM. E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Michael Baker International. Inc. PO Box 57057 Irvine CA 92619-7057 USA INSURER A: Liberty Mutual Fire Ins Co 23035 INSURER B: Liberty Insurance Corporation 42404 INSURER C: National Union Fire Ins Co of Pittsburgh 19445 INSURERD: Lloyd's Syndicate No. 2623 AA1128623 INSURER E: INSURER F: MBER: 570060978866 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. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF LMM/DD/YYYY1 POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X OCCUR T62681004145715 08/30/2015 08/30/2016 EACH OCCURRENCE $2,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) $100, 000 X Contractual Liability MED EXP (Any one person) $ 5 , 000 PERSONAL & ADV INJURY $2,000,000 GEN'L LIMIT APPLIES PER: AGGREGATEATJECT POLICY I x ,PRO- X LOC i OTHER: GENERAL AGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $4,000,000 A AUTOMOBILE X — X LIABILITY ANY AUTO ALL OWNED — X SCHEDULED AUTOS NON -OWNED A52-681-004145-725 08/30/2015 08/30/2016 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) C X UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE 6E033086983 08/30/2015 08/30/2016 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 DED X RETENTION $10 000 B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE YIN OFFICER/MEMBEREXCLUDED? N (Mandatory In NH) If yes, describe under NIA wA768D004145775 A05 WC7681004145785 WI 08/30/2015 08/30/2015 08/30/2016 08/30/2016 X (IPER PERTUTE ERH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1, 000, 000 LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY D E&O-PL-Primary QC1502675 08/31/2015 08/31/2016 Per Claim $5,000,000 Professional & Pollution Aggregate $5,000,000 SIR applies per policy terms & condi :ions DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 01, Additional Remarks Schedule, may be attached if more space is required) For Named Insured only: Attn: Kim Hartsfield. RE: Project Name: Oversight of CMP Storm Drain Repairs, Agreement Date: 25th January 2016. The City of National City, its elected officials, officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability and Automobile Liability policies evidenced herein are Primary and Non-contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of subrogation is granted in favor of Certificate Automobile Holder in accordance with the policy provisions of the workers' Compensation policy. Should General Liability, Liability, Professional Liability and workers' Compensation policies be cancelled before the expiration date thereof, the CERTIFICATE HOLDER City of National City Attn: Risk Manager 1243 National City Blvd. National City CA 91950-4301 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE e'a9a%rrd�c cJitcD 1���zLta L ✓na ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Holder Identifier : ADGCFHI 570060978866 Certificate No AGENCY CUSTOMER ID: 570000027699 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services Central, Inc. POLICY NUMBER see Certificate Number: 570060978866 CARRIER see Certificate Number: 570060978866 NAIC CODE NAMED INSURED Michael Baker International, Inc. EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations / Vehicles: policy provisions will govern how notice of cancellation may be delivered to Certificate Holder in accordance with the policy provisions. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. 21220140000770091 Po|icyNumbcr TB268I404145713 Issued by Liberty Mutual Fire Insurance Co. THIS ENQORSEN6NTCHANGESTHE POLICY. PLEASE READ |T[AREFVLLY. BLAN KETADDITIONAL |NSURED This endorsement modifies insurance provided under the following: COMMERCtAL GENERAL LIABILITY COVERAGE FORM SECTION ||' WHO |S AN INSURED is amended to include as an insured any person or organization for whom you have agreed hnwriting tv provide liability insurance. But: The insurance provided bythis amundmonx� 1. App|ieson|ym"bodily injury* or^pmpeNy damage' arising out of(a)'your work' or(b) premises nrother property owned by orrented tuyou; 2. Applies only \mcoverage and minimum limits of insurance required by the written agreement, but in no event exceeds either the scope oYcoverage or1hulimits wfinsurance provided bythis policy; and l Does not apply to any person or organization for whom you have procured separate liability insurance while such insurance isineffect, regardless ofwhether the Scope of coverage mlimits ofinsurance nfthis policy exceed those ofsuch other insurance orwhether such other Insurance b valid and collectible. The following provisions also apply: 1. Where the U blwritten agreementrequires the insured to provide liability insurance ona primary, excess, contingent, orany other basis, this policy will apply solely onthe basis required bysuch written aqoomen/and 8cm4. Other Insurance oYSECTION n/n/this policy will not apply. 2. VVIiemthe applicable written agreement does not specify on what basis the liability insurance will apply, the provisions oYItem 4. Other insurance nfSECTION K/ofthis policy will govern. 3 This endorsement shall not apply to any person or organization for any "bodily injury" or 'property damage' if any other additional insured endorsement on this policy applies to that person or organization with regard to the "bodily injury' or "property damage*. 4, Itany other additional insured endorsement applies to any person or organization and you are obligated under a written agreement to provide liabilfty insurance on a primary, excess, contingent, or any other basis for that additional insured, this policy wdl apply solely on the basis required by such written agreement and Item 4, Other Insurance of SECTION IV of this policy will not apply, regardless of whotherthe person or organizafion has available other valid and collectible insurance. If the applicable written agreement does not specify on what basis the liability insurance will apply, tile provisions of Item 4. Other Insurance of SECTION IV of this policy mNgovern. LN2Vu1 06m 1 93 211131,01-1170113 68 Policy Number: AS2-681-004145-725 Issued by: Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED - NONCONTRIBUTING This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIERS COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement. the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form. Schedule Name of Person(s) or OrganIzations(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy, Regarding Designated Contract or Project: Each person or organization shown in the Schedule of this endorsement is an "insuredfor Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. The following is added to the Other Insurance Condition: if you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the 'bodily injury" or 'properly damage". then this insurance will be primary and we will not seek contribution from such insurance. AC 84 23 08 11 0 2010, Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc.. with its permission. Page 1 of 1 WAIVER DFOUR RIGHT TORECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for aninjury covered by this policy. We will not enforce our right against the person o,organization named inthe Schedule. (This agreement applies only nothe extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not narned in the Schedule. Not applicable inAK, KY, NHand NJ. The waiver does not apply toany right to recover payments which the Minnesota Workers Compensation Reinsurance Association may have orpursue under M.S.7S.30. Schedule Where required hycontract orwritten agreement prior Nloss and allowed by law. }nthe states n[Alabama, Arizona, Arkansas, Colorado, Dist. CVCol, Georgia, Idaho, Illinois, Indiana, Michigan, Minnesota, Mississippi, Missouri, Montana, Nevada, New Mexico, North CamUna.Ohbhomm. Pennsylvania, Rhode Island, South Carolina, South Dakota, Vermont, West Virginia the premium charge iaZ00%ofthe total manual premium, subject toemin|mumpremiumof$1Q0per policy. |nthe states ofConnecticut, Florida, Iowa, Maryland, Nebraska, Oregon the premium charge is196ofthe total manual premium Subject mnminimum premium of $250 per policy. |nthe state nfLouisiana the premium charge ix2%ofthe total standard premium subject maminimum premium of$25QperpoUry, Inthe state of Massachusetts the premium charge is 1%of the total manual premium. In the state ofNew York the premium charge is 2.00% ofthe total manual premiUM, subject to a minimum premium of $250 per policy. inthe state o[Tennessee WoPremium Charge In the state of Virginia tile premium charge is 5.00% of the total manual premium, subject to a minimum premium of $250 per policy. Issued by Liberty Insurance Corporation 21814 For attachment mPolicy No. 14068D004145775 Effective Date Premium $ Issued to Michael Baker International, ILLo VVC0VO3 13 «x1983National Council omCompensation Insurance. p408 1 of 1 Ed. 0401n984 /m000mmuommwu Po6oyNumber l'B2681004I45715 Issued hyLl0ERTYINMITAL FIRE INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ |TCAREFULLY. NOTICE OFCANCELLATION TOTHIRD PARTIES This endorsement modifies insurance provided tinder the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PROOUCTS/COMPLETEDOPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name cfOther Porson(s)/Email Ongan|aatiun(m): Address or mailing address: Number Days Notice: Per Schedule uofile with the Company Per Schedule file with the Company A. If we nmnow| this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above, We will send notice tu the email or mailing address listed above at least 10 days, or the number of days listed above, If any, before the cancellation becomes effective. In no event does the notice tothe third party exceed the notice (othe first named insured. B. This advance notification of o pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the All other terms and conditions of this policy remain unchanged, LUN99n1 0511 0 2011Lib Mut"alCroup ofCompanies. All rights reserved. Includes copyrighted material ofInsurance Services Office, Inc., with its permission. Page of 218201400004500109 Policy Number. AS2-081-004145-725 Issued By: Liberty Mutual Fire Insurance Co THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART Schedule Name of Other Person(s)/ OrganIzation(s): Email Address: Per schedule on file with the Company Per schedule on file with the Company A. if we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above by email as soon as practical after notifying the first Named Insured , B. This advance email notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 02 0811 02011, Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission, Page 1 of 1 NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effeclive. In no event does the notice to the third party exceed the notice to the first named insured. IL This advance notification of a pending cancellation of coverage Is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Name of Other Person(s) Organization(s): Per schedule on file with the company Schedule Email Address or mailing address: Number Days Notice: All other terms and conditions of this policy remain unchanged. Issued by Liberty Insurance Con -locution 21814 For attachment to Policy No. WA768D004145775 Issued to Michael Baker Corporation WM 90 18 OG 11 Ed. 06/0112011 30 Premium $ 02011, Liberty Mutual Group, All Rights Reserved. Page 1 of 1 Policy Number: OC1502675 LIMITED AUTHORITY TO ISSUE CERTIFICATES OF INSURANCE ENDORSEMENT In consideration of the premium charged, it is hereby understood and agreed as follows: (1) Underwriters authorize Aon the ("Certificate Issuer") to issue Certificates of Insurance at the request or direction of the Assured. It Is expressly understood and agreed that, subject to Paragraph (2) below, any Certificate of Insurance so issued shall not confer any rights upon the Certificate Holder, create any obligation on the part of the Underwriters, or purport to, or be construed to, alter, extend, modify, amend, or otherwise change the terms or conditions of this Policy in any manner whatsoever. In the case of any conflict between the description of the terms and conditions of this Policy contained in any Certificate of Insurance on the one hand, and the terms and conditions of this Policy as set forth herein on the other, the terms and conditions of this Policy as set forth herein shall control. (2) Notwithstanding Paragraph (1) above, such Certificates of Insurance as are authorized under this endorsement may provide that in the event the Underwriters cancel or non -renew this Policy or in the event of a Material Change to this Policy, Underwriters shall mail written notice of such cancellation, non -renewal, or Material Change to such Certificate Holder 30 days prior to the effective date of cancellation, non -renewal, or a Material Change, but 10 days prior to the effective date of cancellation in the event the Assured has failed to pay a premium when due. The Assured shall provide written notice to the Underwriters of all such Certificate Holders, if any, specified in each Certificate of Insurance (i) at inception of this Policy, (ii) 90 days prior to expiration of this Policy, and (iii) within 10 days of receipt of a written request from Underwriters. Underwriters' obligation to mail notice of cancellation, non -renewal, or a Material Change as provided in this paragraph shall apply solely to those Certificate Holders with respect to whom the Assured has provided the foregoing written notice to the Underwriters. It is further understood and agreed that Underwriters' authorization of the Certificate Issuer under this endorsement is limited solely to the issuance of Certificates of Insurance and does not authorize, empower, or appoint the Certificate Issuer to act as an agent for the Underwriters or bind the Underwriters for any other purpose. The Certificate Issuer shall be solely responsible for any errors or omissions in connection with the issuance of any Certificate of Insurance pursuant to this endorsement. (3) (4) As used in this endorsement: (i) Certificate of Insurance means a document issued for informational purposes only as evidence of the existence and terms of this Policy in order to satisfy a contractual obligation of the Assured. (ii) Material Change means an endorsement to or amendment of this Policy after issuance of this Policy by the Underwriters that restricts the coverage afforded to the Assured. All other terms, clauses and conditions remain unchanged. Market Submission - Supplemental Page 38 of 55 Clauses OM 25/08/15 02 „Scl AFB 2623 623 \\`` c-����1y�L 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 MICHAEL BAKER INTERNATIONAL Metal Storm Pipes Repair/Replacement Judy Hernandez (Engineering/Public Works) Forwarded Copy of Agreement to Michael Baker International