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HomeMy WebLinkAbout2016 CON Esgil - Consulting ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION THIS AGREEMENT is entered into on this 20th day of September, 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ESGIL CORPORATION, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide permit processing, plan reviews, construction inspections and code enforcement on -site and off -site services. WHEREAS, the CITY has determined that the CONSULTANT is a plan review 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 to provide permit processing, plan reviews, construction inspections and code enforcement on -site and off -site services, 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 August 8, 2016. The duration of this Agreement is for the period of three years from August 8, 2016 through August 7, 2019. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Consultant will perform services including but not limited to: permit processing, plan reviews, construction inspections and code enforcement on -site and off -site services. The CONSULTANT will perform services as set forth in the attached Exhibit 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 1 City of National City and September 20, 2016 EsGil Corporation by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Luis Sainz, Building Official, 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. Kurt Culver, President, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The CITY establishes the plan checking fee by resolution of the City Council. The CITY collects the plan checking fee from the applicant. The CONSULTANT's compensation for reviewing building department plans, commonly referred to as plan checking, shall be sixty five -percent (65%) of the plan checking fee collected by the CITY for each permit based upon the CITY's adopted fee schedule in effect at the time of the plan check submittal. The CONSULTANT's compensation for reviewing fire department plan reviews shall be thirty percent (30%) of the plan checking fee collected by the CITY for each permit based upon the CITY's adopted fee schedule in effect at the time of the plan check submittal. 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 $800,000 per year for plan reviews and/or plan checking, without prior written authorization from the Director of Emergency Services. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 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 2 September 20, 2016 City of National City and EsGil Corporation 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 CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, 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. 3 September 20, 2016 City of National City and EsGil Corporation 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the 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. 4 September 20, 2016 City of National City and EsGil Corporation 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 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, officials, agents, employees, and volunteers, 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. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 5 City of National City and September 20, 2016 EsGil Corporation 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. n 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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. 6 City of National City and September 20, 2016 EsGil Corporation 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:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the 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. 7 City of National City and September 20, 2016 EsGil Corporation 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Luis Sainz Building Official Building Department City of National City 1243 National City Boulevard National City, CA 91950-4397 8 City of National City and September 20, 2016 EsGil Corporation To CONSULTANT: Kurt Culver President EsGil Corporation 9320 Chesapeake Drive, Suite 208 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. ❑ 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 9 September 20, 2016 City of National City and EsGil Corporation 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. To the extent any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. 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. Subcontractors or Subconsultants. The City is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the City in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the City, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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 10 City of National City and September 20, 2016 EsGil Corporation 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. [Signature Page to Follow] 11 City of National City and September 20, 2016 EsGil Corporation CITY OF NATIONAL CITY By: Ron Morrison, Mayor PROVED TO FO C dia acitu. ilva City Attorne 12 September 20, 2016 ESGIL CORPORATION (Corporation - signatures of two corporate officers required) ichael McCurdie, CEO By: Gregory ief Revenue Officer City of National City and EsGil Corporation Exhibit "A" A. Plan Reviews Provide plan reviews consistent with application of building standards for buildings, shopping malls, civic centers, hospitals, sports arenas, City facilities, hotels, hazardous occupancies, trash recycling, dwelling additions, residential dwellings, and residential complexes by qualified staff identified in the RFP. Staff to include the following: • licensed structural engineers • licensed civil engineers • mechanical engineers • licensed electrical engineers • certified plans examiners • certified building inspectors Structural reviews to always be performed by or under the supervision of one of our licensed structural engineers. All plan review engineers are to International Code Council (ICC) Certified and required to have previous experience working in government building departments. Provide state -mandated Certified Access Specialist Program (CASp) Plans Examiners and Energy and Environmental Design (LEED) Certified Plans Examiners when necessary. Provide 3rd party reviews for the Engineering Department for Capital Improvement Projects on an as needed basis by qualified plans examiners. Provide plan reviews for the Fire Department on an as needed basis by qualified plans examiners. EsGil shall pick-up and deliver plans when requested by the City staff, at no cost to the City. Pick-ups and deliveries can be made within 24 hours of the City's request. EsGil shall have the ability to receive plans from the City or from the applicant by mail, courier, or via electronic transmission. After plans are reviewed staff will identify any code deficiencies in a customized typed list for the applicant. The plan reviewer coordinates his/her review with the other plan check disciplines (electrical, mechanical, plumbing, structural energy, and disabled access) to ensure good communication and coordination of listed deficiencies. The completed review list shall be attached to the permit in the City's software program prior to or on the contract deadline The following is a list of turnaround times for each type of job assigned: Type of Project Initial Check Recheck Plan Change Single Family Dwellings 7 Working days 5 Working days 5 Working days Apartments 10 Working days 5 Working days 5 Working days Tenant Improvements 7 Working days 5 Working days 5 Working days Commercial/Industrial 12 Working days 5 Working days 5 Working days Rechecks 5 Working days 5 Working days 5 Working days Plan Changes 5 Working days 5 Working days 5 Working days *Accelerated/expedited plan reviews can be performed on overtime, in half of the normal turf around times or as requested by the Building Official. 13 September 20, 2016 City of National City and EsGil Corporation B. Inspection Services Provide personnel for inspections ranging from dwelling additions, to shopping malls and others. All inspectors shall be ICC Certified and each shall have 3 years of government building & safety experience. Provide personnel for as -needed building inspection assignments that are ICC Certified for building safety inspection services during the construction phase of various projects. Provide Inspection Services for Fire Department and Engineering Department on an as needed basis by qualified inspectors. Inspectors shall provide the following services: • Read and study project specifications, plans, and drawings to become familiar with project prior to inspection, ensuring that structural or architectural changes have been stamped as approved by the appropriate authority; recognizing the need for and requiring plan checks for electrical, plumbing, and mechanical code requirements. • Perform and document inspections on construction projects to determine that all aspects of the project, such as foundations, building, electrical, plumbing, and mechanical systems conform to the applicable building codes, ordinances, energy conservation, and disabled access requirements including known local, city, state and federal requirements. • Provide excellent customer service to the public as an extension of City staff. Our certified inspectors are knowledgeable and specialize in on -site problem solving and working closely with contractors and property owners through completion of the inspection. • Coordinate reviews with fire, health, and other government agency inspectors, as well as owners and builders. • Maintain a record of non -complying items and follow-up to resolution of such items, including any appeals. • All inspectors carry cell phones for contacting supervisors and all plan check disciplines, to assist in problem solving and providing high service levels. • Results findings in the City's software program. C. Code Enforcement Provide personnel to assist the City with conducting investigations of building safety related violations of the applicable codes. Staff shall work closely with decision makers to understand the philosophy within the City. All inspectors shall be fully trained in building safety -related code enforcement. Provide code enforcement assistance to Planning, Fire and Engineering/Public Works as -needed. D. Additional Services Provide additional services including but not limited to writing code adoption ordinances, answering questions, expediting reviews, pick-up and delivery of plans and general building services. 14 City of National City and September 20, 2016 EsGil Corporation E. Compensation Each month, a detailed invoice shall be sent to the City which shows each project reviewed. In addition to fee Information, the invoice will also include a project description and turn -around times. Engineering Plan Reviews shall be charged on an hourly basis. A proposal for the review shall be submitted to the City with a not -to -exceed amount. Labor rates are used for other departments only when requested by our clients and where the use of a percentage of the permit fee or plan check fee is not applicable or appropriate. CLASSIFICATION HOURLY RATE' Division Manager $140.00 Supervising Structural Engineer $135.00 CASp Certified Access Examiner $94.40 LEED Certified Plans Examiner $94.40 Structural Engineer $94.40 Civil Engineer $94.40 Electrical Engineer $94.40 Energy Plans Examiner $94.40 Mechanical Engineer $94.40 Building Official $94.40 Supervising Building Inspector $94.40 Deputy Building Official $94.40 I.C.C. Plans Examiner $94.40 Building Inspector $83.00 Permit Specialist/Counter Tech $72.00 Clerical Support $34.00 (Rates are subject to change each year on August 8)2 1 Rates are increased by a factor of 1.5 for overtime, and for holiday and weekend assignments. 2 Thirty day written notice is required and the increase shall not exceed 3% per year. 3 This single fee includes all rechecks, plan check conferences at the EsGil office, reviewing plans that are initially found to be incomplete and for the transmission of plans to and from the jurisdiction via EsGil courier service. 15 City of National City and September 20, 2016 EsGil Corporation Regular Basis Rate / As -Needed Rate On -site staffing Counter Technician Hourly rate: $72.00 Building/Engineering/Fire Inspector Hourly rate: $83.00 Off -site staffing Building and Fire Plan Reviews Building Plan Reviews: Percentage of Fee: 65% of the City's Plan Check Fee Fire Department Plan Reviews: Percentage of Fee: 30% of the City's Plan Check Fee 16 City of National City and September 20, 2016 EsGil Corporation RESOLUTION NO. 2016 —150 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION TO PROVIDE ON -CALL PLAN REVIEWS, PERMIT PROCESSING, CONSTRUCTION INSPECTIONS, CODE ENFORCEMENT SERVICES, AND RELATED SERVICES FOR VARIOUS CITY DEPARTMENTS, INCLUDING BUT NOT LIMITED TO, BUILDINGS, FIRE, AND ENGINEERING, FOR A NOT TO EXCEED AMOUNT OF $800,000 PER YEAR FOR A TERM OF THREE YEARS WHEREAS, on April 30, 2013, the City issued to 30 firms a Request for Proposal for on -call services to provide assistance with permit processing, plan reviews, construction inspections, and code enforcement services for various City departments, including but not limited to, Building, Fire, and Engineering; and WHEREAS, EsGil Corporation ("EsGil") was found to be the most qualified to provide these services to the City; and WHEREAS, on August 6, 2013, the City Council adopted Resolution No. 2013- 112, entering into an Agreement with Esgil Corporation for the total not -to -exceed amount of $300,000 per year for three years for plan reviews, and $100,000 per year for three years for all other services, for a total not -to -exceed amount of $400,000 per year for on -call services to provide assistance with permit processing, plan reviews, construction inspections, and code enforcement services for various City departments, including but not limited to, Building, Fire, and Engineering for a term of three (3) years; and WHEREAS, over the last two years, the City has experienced a continued increase in submittals for plan checks and inspections that have exhausted the initial appropriations of $300,000 for plan reviews, and $100,000 for services outside of plan reviews; and WHEREAS, the City and Esgil desire to enter into a new agreement not to exceed $800,000 per year for a period of three years with an option to extend the term of the agreement by one year with no more than three extensions; and WHEREAS, the Agreement will be funded by fees collected, developer deposits, and various capital improvement projects. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a three-year Agreement with EsGil Corporation in the not -to -exceed amount of $800,000 per year to provide on -call assistance with permit processing, plan reviews, construction inspections, and code enforcement services for various City departments, including but not limited to, Building, Fire and Engineering. [Signature Page to Follow] Resolution No. 2016 — 150 Page Two PASSED and ADOPTED this 20' day of Septemb- 2016. ; n Morrison, Mayor ATTEST: s1 Mich: el R. Dalla, Cit Clerk PPROVED AS TO FORM: audia Gacit City Attorn Passed and adopted by the Council of the City of National City, California, on September 20, 2016 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios. Nays: None. Absent: Councilmember Sotelo-Solis. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California Cl /1/ City CI rk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2016-150 of the City of National City, California, passed and adopted by the Council of said City on September 20, 2016. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA C a 00 % - S 3 COUNCIL AGENDA STATEMENT MEETING DATE: September 20, 2016 AGENDA ITEM NO. 14 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement between the City of National City and EsGil Corporation to provide on -call plan reviews, permit processing, construction inspections, code enforcement services, and related services for various City departments including but not limited to Building, Fire, and Engineering, in the not -to -exceed amount of $800,000 per year for a period of three years. (Funded by fees collected, developer deposits, various Capital Improvement Project funds, and other funds as needed). (Building/Fire) PREPARED BY: Frank Parra DEPARTMENT: Bu - - . n•Fire PHONE: 619-336-4551 APPROVED BY: EXPLANATION: See Staff Report. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. 120-00000-3545 — Revenue account APPROVED: 120-412-028-213-0000 — Professional Services No net financial impact. This contract is an as needed basis and funded by fees collected, developer deposits, and various capital improvement projects. ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: MIS STAFF RECOMMENDATION: Adopt Resolution. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 'staff Report Agreement between the City of National City and EsGil Corporation Resolution \A Np. Q\Q • \7›0 Staff Report EsGil Corporation EsGil Corporation has been providing services for permit processing, plan reviews, construction inspections, and code enforcement services for Building, Fire, and Engineering Departments since August 6, 2013 (Reso. 2013-112). However, that Agreement expired on August 7, 2016, even though both parties could have mutually agreed to extend the terms for three one year intervals. The Building, Fire, and Engineering Departments desire to have the City sign a new Agreement at this time with an effective date of August 8, 2016. Over the last two years, the City has experienced a continued increase in submittals for plan checks and inspections. These increases have exhausted our initial appropriations of $300,000 for plan reviews and $100,000 for services outside of plan reviews. Each year, as a result of the low thresholds, we have had to request additional increases in appropriations. The new Agreement has a not to exceed amount of $800,000 per year for a period of three years for plan review and/or plan checks. This will avoid taking unnecessary requests for appropriation increases to the City Council. The Agreement may be extended by one year with no more than three extensions. From April -July 2013, the City issued a Request for Proposal (RFP) for on -call services to provide assistance with permit processing, plan reviews, construction inspections, and code enforcement services to over 30 firms. Staff conducted panel interviews with the firms, evaluated their qualifications/services available, reviewed the cost proposals, and conducted reference checks. At that time, the panel concluded that EsGil Corporation could provide the best service to the City of National City. EsGil's many years of support services has been of great value to the City. This Agreement is an as needed basis and funded by fees collected, developer deposits, and various capital improvement projects. Staff recommends that Council approve and authorize the Mayor to sign the Agreement. AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION THIS AGREEMENT is entered into on this 20th day of September, 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ESGIL CORPORATION, a corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide permit processing, plan reviews, construction inspections and code enforcement on -site and off -site services. WHEREAS, the CITY has determined that the CONSULTANT is a plan review 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 to provide permit processing, plan reviews, construction inspections and code enforcement on -site and off -site services, 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 August 8, 2016. The duration of this Agreement is for the period of three years from August 8, 2016 through August 7, 2019. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. Consultant will perform services including but not limited to: permit processing, plan reviews, construction inspections and code enforcement on -site and off -site services. The CONSULTANT will perform services as set forth in the attached Exhibit 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 1 City of National City and September 20, 2016 EsGil Corporation by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Luis Sainz, Building Official, 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. Kurt Culver, President, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The CITY establishes the plan checking fee by resolution of the City Council. The CITY collects the plan checking fee from the applicant. The CONSULTANT's compensation for reviewing building department plans, commonly referred to as plan checking, shall be sixty five -percent (65%) of the plan checking fee collected by the CITY for each permit based upon the CITY's adopted fee schedule in effect at the time of the plan check submittal. The CONSULTANT's compensation for reviewing fire department plan reviews shall be thirty percent (30%) of the plan checking fee collected by the CITY for each permit based upon the CITY's adopted fee schedule in effect at the time of the plan check submittal. 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 $800,000 per year for plan reviews and/or plan checking, without prior written authorization from the Director of Emergency Services. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 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 2 City of National City and September 20, 2016 EsGi1 Corporation 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 CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, 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. 3 City of National City and September 20, 2016 EsGil Corporation 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the 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. 4 City of National City and September 20, 2016 EsGil Corporation 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 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, officials, agents, employees, and volunteers, 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. CITY will cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. 5 City of National City and September 20, 2016 EsGil Corporation 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. (1 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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. 6 City of National City and September 20, 2016 EsGii Corporation 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:VII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the 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. 7 City of National City and September 20, 2016 EsGil Corporation 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Luis Sainz Building Official Building Department City of National City 1243 National City Boulevard National City, CA 91950-4397 8 City of National City and September 20, 2016 EsGil Corporation To CONSULTANT: Kurt Culver President EsGil Corporation 9320 Chesapeake Drive, Suite 208 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. ❑ 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 9 City of National City and September 20, 2016 EsGil Corporation 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. To the extent any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. 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. Subcontractors or Subconsultants. The City is engaging the services of the CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the City in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the City, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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 10 City of National City and September 20, 2016 EsGil Corporation 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. [Signature Page to Follow] 11 City of National City and September 20, 2016 EsGil Corporation CITY OF NATIONAL CITY ESGIL CORPORATION (Corporation — signatures of Iwo corporate officers required) By: By: Ron Morrison, Mayor Michael McCurdie, CEO APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney 12 By: Gregory Toth, Chief Revenue Officer City of National City and September 20, 2016 EsGil Corporation Exhibit "A" A. Plan Reviews Provide plan reviews consistent with application of building standards for buildings, shopping malls, civic centers, hospitals, sports arenas, City facilities, hotels, hazardous occupancies, trash recycling, dwelling additions, residential dwellings, and residential complexes by qualified staff identified in the RFP. Staff to include the following: • licensed structural engineers • licensed civil engineers • mechanical engineers • licensed electrical engineers • certified plans examiners • certified building inspectors Structural reviews to always be performed by or under the supervision of one of our licensed structural engineers. All plan review engineers are to International Code Council (ICC) Certified and required to have previous experience working in government building departments. Provide state -mandated Certified Access Specialist Program (CASp) Plans Examiners and Energy and Environmental Design (LEED) Certified Plans Examiners when necessary. Provide 3rd party reviews for the Engineering Department for Capital Improvement Projects on an as needed basis by qualified plans examiners. Provide plan reviews for the Fire Department on an as needed basis by qualified plans examiners. EsGil shall pick-up and deliver plans when requested by the City staff, at no cost to the City. Pick-ups and deliveries can be made within 24 hours of the City's request. EsGil shall have the ability to receive plans from the City or from the applicant by mail, courier, or via electronic transmission. After plans are reviewed staff will identify any code deficiencies in a customized typed list for the applicant. The plan reviewer coordinates his/her review with the other plan check disciplines (electrical, mechanical, plumbing, structural energy, and disabled access) to ensure good communication and coordination of listed deficiencies. The completed review list shall be attached to the permit in the City's software program prior to or on the contract deadline The following is a list of turnaround times for each type of job assigned: Type of Project Initial Check Recheck Plan Change Single Family Dwellings 7 Working days 5 Working days 5 Working days Apartments 10 Working days 5 Working days 5 Working days Tenant Improvements 7 Working days 5 Working days 5 Working days Commercial/Industrial 12 Working days 5 Working days 5 Working days Rechecks 5 Working days 5 Working days 5 Working days Plan Changes 5 Working days 5 Working days 5 Working days *Accelerated/expedited plan reviews can be performed on overtime, in half of the normal turnaround times or as requested by the Building Official. 13 September 20, 2016 City of National City and EsGil Corporation B. Inspection Services Provide personnel for inspections ranging from dwelling additions, to shopping malls and others. All inspectors shall be ICC Certified and each shall have 3 years of government building & safety experience. Provide personnel for as -needed building inspection assignments that are ICC Certified for building safety inspection services during the construction phase of various projects. Provide Inspection Services for Fire Department and Engineering Department on an as needed basis by qualified inspectors. Inspectors shall provide the following services: Read and study project specifications, plans, and drawings to become familiar with project prior to inspection, ensuring that structural or architectural changes have been stamped as approved by the appropriate authority; recognizing the need for and requiring plan checks for electrical, plumbing, and mechanical code requirements. • Perform and document inspections on construction projects to determine that all aspects of the project, such as foundations, building, electrical, plumbing, and mechanical systems conform to the applicable building codes, ordinances, energy conservation, and disabled access requirements including known local, city, state and federal requirements. • Provide excellent customer service to the public as an extension of City staff. Our certified inspectors are knowledgeable and specialize in on -site problem solving and working closely with contractors and property owners through completion of the inspection. • Coordinate reviews with fire, health, and other government agency inspectors, as well as owners and builders. • Maintain a record of non -complying items and follow-up to resolution of such items, including any appeals. • All inspectors carry cell phones for contacting supervisors and all plan check disciplines, to assist in problem solving and providing high service levels. • Results findings in the City's software program. C. Code Enforcement Provide personnel to assist the City with conducting investigations of building safety related violations of the applicable codes. Staff shall work closely with decision makers to understand the philosophy within the City. All inspectors shall be fully trained in building safety -related code enforcement. Provide code enforcement assistance to Planning, Fire and Engineering/Public Works as -needed. D. Additional Services Provide additional services including but not limited to writing code adoption ordinances, answering questions, expediting reviews, pick-up and delivery of plans and general building services. 14 City of National City and September 20, 2016 EsGil Corporation E. Compensation Each month, a detailed invoice shall be sent to the City which shows each project reviewed. In addition to fee Information, the invoice will also include a project description and turn -around times. Engineering Plan Reviews shall be charged on an hourly basis. A proposal for the review shall be submitted to the City with a not -to -exceed amount. labor rates are used for other departments only when requested by our clients and where the use of a percentage of the permit fee or plan check fee is not applicable or appropriate. CLASSIFICATION HOURLY RATE' Division Manager $140.00 Supervising Structural Engineer $135.00 CASp Certified Access Examiner $94.40 LEED Certified Plans Examiner $94.40 Structural Engineer $94.40 Civil Engineer $94.40 Electrical Engineer $94.40 Energy Plans Examiner $94.40 Mechanical Engineer $94.40 Building Official $94.40 Supervising Building Inspector $94.40 Deputy Building Official $94.40 I.C.C. Plans Examiner $94.40 Building Inspector $83.00 Permit Specialist/Counter Tech $72.00 Clerical Support $34.00 (Rates are subject to change each year on August 8)2 1 Rates are increased by a factor of 1.5 for overtime, and for holiday and weekend assignments. 2 Thirty day written notice is required and the increase shall not exceed 3% per year. 3 This single fee includes all rechecks, plan check conferences at the EsGil office, reviewing plans that are initially found to be incomplete and for the transmission of plans to and from the jurisdiction via EsGil courier service. 15 City of National City and September 20, 2016 EsGil Corporation Regular Basis Rate / As -Needed Rate On -site staffing Counter Technician Hourly rate: $72.00 Building/Engineering/Fire Inspector Hourly rate: $83.00 Off -site staffing Building and Fire Plan Reviews Building Plan Reviews: Percentage of Fee: 65% of the City's Plan Check Fee Fire Department Plan Reviews: Percentage of Fee: 30% of the City's Plan Check Fee 16 City of National City and September 20, 2016 EsGil Corporation RESOLUTION NO. 2016 —150 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION TO PROVIDE ON -CALL PLAN REVIEWS, PERMIT PROCESSING, CONSTRUCTION INSPECTIONS, CODE ENFORCEMENT SERVICES, AND RELATED SERVICES FOR VARIOUS CITY DEPARTMENTS, INCLUDING BUT NOT LIMITED TO, BUILDINGS, FIRE, AND ENGINEERING, FOR A NOT TO EXCEED AMOUNT OF $800,000 PER YEAR FOR A TERM OF THREE YEARS WHEREAS, on April 30, 2013, the City issued to 30 firms a Request for Proposal for on -call services to provide assistance with permit processing, plan reviews, construction inspections, and code enforcement services for various City departments, including but not limited to, Building, Fire, and Engineering; and WHEREAS, EsGil Corporation ("EsGil") was found to be the most qualified to provide these services to the City; and WHEREAS, on August 6, 2013, the City Council adopted Resolution No. 2013- 112, entering into an Agreement with Esgil Corporation for the total not -to -exceed amount of $300,000 per year for three years for plan reviews, and $100,000 per year for three years for all other services, for a total not -to -exceed amount of $400,000 per year for on -call services to provide assistance with permit processing, plan reviews, construction inspections, and code enforcement services for various City departments, including but not limited to, Building, Fire, and Engineering for a term of three (3) years; and WHEREAS, over the last two years, the City has experienced a continued increase in submittals for plan checks and inspections that have exhausted the initial appropriations of $300,000 for plan reviews, and $100,000 for services outside of plan reviews; and WHEREAS, the City and Esgil desire to enter into a new agreement not to exceed $800,000 per year for a period of three years with an option to extend the term of the agreement by one year with no more than three extensions; and WHEREAS, the Agreement will be funded by fees collected, developer deposits, and various capital improvement projects. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a three-year Agreement with EsGiI Corporation in the not -to -exceed amount of $800,000 per year to provide on -call assistance with permit processing, plan reviews, construction inspections, and code enforcement services for various City departments, including but not limited to, Building, Fire and Engineering. [Signature Page to Follow] Resolution No. 2016 — 150 Page Two PASSED and ADOPTED this 201h day of September, 2016. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk October 3, 2016 Mr. Kurt Culver EsGil Corporation 9320 Chesapeake Drive, Suite 208 San Diego, CA 92123 Dear Mr. Culver, On September 20th, 2016, Resolution Council of the City of National City, Corporation. We are enclosing for your records a executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Building Dept. No. 2016-150 was passed and adopted authorizing execution of an Agreement certified copy of the above Resolution by the City with EsGil and a fully